AMENDMENT NO. 14 TO AND WAIVER UNDER THE CREDIT AGREEMENT
Exhibit 4.1
AMENDMENT NO. 14 TO AND WAIVER UNDER
THE CREDIT AGREEMENT
Dated as of April 14, 2006
AMENDMENT NO. 14 TO AND WAIVER UNDER THE CREDIT AGREEMENT, dated as of April 14, 2006 (this “Amendment”), among DRESSER, INC., a Delaware corporation (the “U.S. Borrower”), D.I. LUXEMBOURG S.A.R.L., a corporation organized and existing under the laws of Luxembourg (the “Euro Borrower”, and, collectively with the U.S. Borrower, the “Borrowers”), DRESSER HOLDINGS, INC., a Delaware corporation (“Dresser Holdings” or the “Parent”), DEG ACQUISITIONS, LLC, a Delaware limited liability company (“DEG Acquisitions”), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.
W I T N E S S E T H:
WHEREAS, the Borrowers, DEG Acquisitions, the Subsidiary Guarantors, the Lender Parties party thereto and the Agents have entered into a Credit Agreement dated as of April 10, 2001, as amended by Amendment No. 1 thereto dated as of March 13, 2002, Amendment No. 2 thereto dated as of June 17, 2002, Amendment No. 3 thereto dated as of December 11, 2002, Amendment No. 4 and Waiver thereto dated as of March 31, 2003, Amendment No. 5 thereto dated as of June 30, 2003, Amendment No. 6 and Waiver thereto dated as of August 5, 2003, Amendment No. 7 thereto dated as of March 1, 2004, Amendment No. 8 and Waiver thereto dated as of March 18, 2005, Amendment No. 9 and Waiver thereto dated as of May 27, 2005, Amendment No. 10 and Waiver thereto dated as of July 14, 2005, Amendment No. 11 and Waiver thereto dated as of September 29, 2005, Amendment No. 12 and Waiver thereto dated as of November 14, 2005 and Amendment No. 13 and Waiver thereto dated as of March 30, 2006 and as modified by the Consent dated as of June 3, 2004 (as so amended and modified, the “Credit Agreement”; capitalized terms used herein but not defined shall be used herein as defined in the Credit Agreement). Dresser Holdings has entered into an Assignment and Assumption Agreement dated as of July 3, 2002 with DEG Acquisitions whereby Dresser Holdings assumed the duties and liabilities of DEG Acquisitions under the Credit Agreement and the Security Agreement.
WHEREAS, the Borrowers desire to (a) amend certain provisions of the Credit Agreement and (b) waive certain Defaults and Events of Default under the Credit Agreement, in each case as provided herein;
WHEREAS, the Required Lenders have agreed, subject to the terms and conditions hereinafter set forth, to grant the Borrowers’ request as set forth below;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:
SECTION 1. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3, the Credit Agreement is, effective as of the date hereof, hereby amended as follows:
(a) Section 5.01 is amended by replacing clause (r) with the following:
“(r) On or prior to September 30, 2006, and notwithstanding any other time limits specified in Section 5.03(b), the U.S. Borrower shall furnish to the Agents and the Lender Parties (i) audited annual financial statements for the Fiscal Year ended in 2005, as required by Section 5.03(b) and (ii) to the extent that the annual financial statements for the Fiscal Years ended in 2003 or 2004 are required to be restated in connection with the preparation of such financial statements for the Fiscal Year ended in 2005, revised audited financial statements for such Fiscal Years, as required by Section 5.03(b), it being agreed that the delivery of the financial statements contained in the U.S. Borrower’s Annual Report on Form 10-K for the Fiscal Year ended in 2005, if such financial statements include the restated annual financial statements for the Fiscal Years ended in 2003 or 2004, shall satisfy the requirements of this clause (ii).”
SECTION 2. Waiver and Standstill. (a) Subject to Section 3 hereof, the Required Lenders hereby waive any Default or Event of Default in respect of the provisions of Sections 2.06(b)(ii) (but only in respect of equity proceeds in an amount not greater than $10,000,000 used to finance an asset acquisition), 2.07(a), 2.08(c), 3.02, 4.01(i), 4.01(j), 4.01(q)(ii), 5.01(a), 5.01(g), 5.02(b)(ii)(F) and (G), 5.02(f)(vii), (viii) and (ix), 5.02(g), 5.03(a), 5.03(b), 5.03(c), 5.03(d), 5.04(a) and 5.04(b) of the Credit Agreement and any related or substantially comparable provision of any Loan Document, in each case consisting of, resulting from or relating in any respect to (i) the re-audit, revision or restatement of any financial statement delivered prior to the date of this Amendment by the U.S. Borrower or any of its Subsidiaries (including, without limitation, any misstatement therein or in any certificate, representation or warranty relating thereto and any error, defect or deficiency in accounting procedures or in the application of accounting principles reflected thereby or relating thereto), (ii) any failure to deliver any such financial statement or the 2005 audited annual financial statements when or as required, except as required by Section 5.01(r), (iii) any failure to comply with any obligation that became required to be performed or observed under any of such provisions by reason of the occurrence of any such Default or Event of Default or (iv) any misstatement as to the absence of any such Default or Event of Default.
(b) Subject to Section 3 hereof, the Required Lenders waive any Default or Event of Default now existing or hereafter arising under Section 6.01(e) of the Credit Agreement resulting from a default under Section 4.03 of the Indenture under which the Senior Subordinated Debt was issued; provided, however, that the exercise by the Trustee or the requisite holders of Senior Subordinated Notes of their right to give a notice of acceleration pursuant to Section 6.02 of such Indenture by reason of the existence of such default under Section 4.03 of the Indenture shall constitute an immediate Event of Default.
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SECTION 3. Conditions to Effectiveness. This Amendment shall become effective as of the first date set forth above when each of the conditions set forth in this Section 3 to this Amendment shall have been fulfilled to the satisfaction of the Administrative Agent.
(i) Execution of Counterparts. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of each of (a) the Borrowers, (b) the Administrative Agent and (c) the Required Lenders, or as to any of the foregoing parties, advice reasonably satisfactory to the Administrative Agent that each of the foregoing parties has executed a counterpart of this Amendment.
(ii) Payment of Fees and Expenses. The U.S. Borrower shall have paid (a) to the Administrative Agent, for the benefit of each Lender executing this Amendment on or before April 13, 2006, a fee equal to 0.10% of the aggregate Revolving Credit Commitments and Tranche C Term Advances of each such Lender and (b) all expenses (including the fees and expenses of Shearman & Sterling LLP) incurred in connection with the preparation, negotiation and execution of this Amendment and other matters relating to the Credit Agreement from and after the last invoice to the extent invoiced.
(iii) Execution of Consent. The Administrative Agent shall have received counterparts of a Consent substantially in the form of Exhibit A to this Amendment, duly executed by each of the entities listed therein.
(iv) Waiver Under Refinancing Loan Agreement. The requisite number of lenders under the Refinancing Loan Agreement shall have agreed to waive any defaults under the Refinancing Loan Agreement arising from the matters referred to herein, on terms satisfactory to the Administrative Agent.
SECTION 4. Representations and Warranties. Each Borrower hereby represents and warrants as follows:
(a) On the date hereof, after giving effect to this Amendment, (i) no event has occurred and is continuing, or would result from the effectiveness of this Amendment, that constitutes a Default and (ii) all representations and warranties set forth in the Loan Documents shall be true and correct in all material respects.
(b) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by the Borrowers of this Amendment and by the Guarantors and the Grantors of the consent attached hereto or other transactions contemplated hereby.
(c) This Amendment has been duly executed and delivered by the Borrowers. The consent attached hereto has been duly executed and delivered by each of the Guarantors and the Grantors. This Amendment and each of the other Loan Documents, as amended hereby, to which each Borrower, each Guarantor and each Grantor is a party are legal, valid and binding obligations of such Borrower, such Guarantor and such Grantor, as applicable, enforceable against such Borrower, such Guarantor and such Grantor, as applicable, in accordance with their respective terms.
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SECTION 5. Reference to and Effect on the Transaction Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other transaction documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified by this Amendment.
(b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, and shall be subject to the jurisdictional and service provisions of the Credit Agreement, as if this were a part of the Credit Agreement.
SECTION 8. Entire Agreement; Modification. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, there being no other agreements or understandings, oral, written or otherwise, respecting such subject matter, any such agreement or understanding being superseded hereby, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and may not be amended, extended or otherwise modified, except in a writing executed in whole or in counterparts by each party hereto.
[Signatures follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective authorized officers as of the day and year first above written.
| DRESSER, INC., as U.S. Borrower | ||||
| By: | /s/ ROBERT D. WOLTIL | |||
| Name: | Robert D. Woltil | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
| D.I. LUXEMBOURG S.A.R.L., as Euro Borrower | ||||
| By: | /s/ ROBERT D. WOLTIL | |||
| Name: | Robert D. Woltil | |||
| Title: | Director | |||
| DEG ACQUISITIONS, LLC | ||||||||
| By: | FIRST RESERVE FUND VIII, L.P., a Delaware limited partnership, its Manager | |||||||
| By: | FIRST RESERVE GP VIII, L.P., a Delaware limited partnership, its general partner | |||||||
| By: | FIRST RESERVE CORPORATION, a Delaware corporation, its general partner | |||||||
| By: | /s/ THOMAS R. DENISON | |||||||
| Name: | Thomas R. Denison | |||||||
| Title: | Managing Director | |||||||
| DRESSER HOLDINGS, INC. | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer & President | |||
| MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent | ||||
| By: | /s/ EUGENE F. MARTIN | |||
| Name: | Eugene F. Martin | |||
| Title: | Vice President Morgan Stanley Senior Funding, Inc. | |||
| MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent | ||||
| By: | /s/ EUGENE F. MARTIN | |||
| Name: | Eugene F. Martin | |||
| Title: | Managing Director | |||
| LENDERS | ||||
| Morgan Stanley Senior Funding, Inc. | ||||
| By: | /s/ EUGENE F. MARTIN | |||
| Name: | Eugene F. Martin | |||
| Title: | Vice President | |||
| Morgan Stanley Senior Funding, Inc. | ||||
| LENDERS | ||||
| Sankaty Advisors, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender | ||||
| By: | /s/ DIANE J. EXTER | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director | |||
| Portfolio Manager | ||||
| LENDERS | ||||
| Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender | ||||
| By: | /s/ DIANE J. EXTER | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director | |||
| Portfolio Manager | ||||
| LENDERS | ||
| Columbus Loan Funding Ltd. | ||
| By: | Citigroup Alternative Investments LLC | |
| By: | /s/ MAURA CONNOR | |
| Name: | Maura Connor | |
| Title: | Vice President | |
| LENDERS | ||
| Citigroup Investments Corporate Loan Fund Inc. | ||
| By: | Citigroup Alternative Investments LLC | |
| By: | /s/ MAURA CONNOR | |
| Name: | Maura Connor | |
| Title: | Vice President | |
| LENDERS | ||||
| FRANKLIN FLOATING RATE DAILY ACCESS FUND | ||||
| By: | /s/ RICHARD HSU | |||
| Name: | Richard Hsu | |||
| Title: | Vice President | |||
| LENDERS | ||||
| AIM FLOATING RATE FUND | ||||
| By: | INVESCO Senior Secured Management, Inc. As Sub-Adviser | |||
| By: | /s/ KAREN S. KLAPPER | |||
| Name: | Karen S. Klapper | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| ALZETTE EUROPEAN CLO S.A. | ||||
| By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |||
| By: | /s/ KAREN S. KLAPPER | |||
| Name: | Karen S. Klapper | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| AVALON CAPITAL LTD. 3 | ||||
| By: | INVESCO Senior Secured Management, Inc. As Asset Manager | |||
| By: | /s/ KAREN S. KLAPPER | |||
| Name: | Karen S. Klapper | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| CHAMPLAIN CLO, LTD. | ||||
| By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |||
| By: | /s/ KAREN S. KLAPPER | |||
| Name: | Karen S. Klapper | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| INVESCO EUROPEAN CDO I S.A. | ||||
| By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |||
| By: | /s/ KAREN S. KLAPPER | |||
| Name: | Karen S. Klapper | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC | ||||
| By: | INVESCO Senior Secured Management, Inc. As Portfolio Manager | |||
| By: | /s/ KAREN S. KLAPPER | |||
| Name: | Karen S. Klapper | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| PETRUSSE EUROPEAN CLO S.A. | ||||
| By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |||
| By: | /s/ KAREN S. KLAPPER | |||
| Name: | Karen S. Klapper | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| SARATOGA CLO I, LIMITED | ||||
| By: | INVESCO Senior Secured Management, Inc. As Asset Manager | |||
| By: | /s/ KAREN S. KLAPPER | |||
| Name: | Karen S. Klapper | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| KATONAH III, LTD. by Sankaty Advisors LLC as Sub-Advisors | ||||
| By: | /s/ DIANE J. EXTER | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director | |||
| Portfolio Manager | ||||
| LENDERS | ||||
| Venture IV CDO Limited | ||||
| By: | its investment advisor, MJX Asset Management LLC | |||
| By: | /s/ KEN OSTMARIN | |||
| Name: | Ken Ostmarin | |||
| Title: | Director | |||
| LENDERS | ||||
| Clydesdale CLO 2003 Ltd. | ||||
| By: | /s/ ELIZABETH MACLEAN | |||
| Name: | Elizabeth Maclean | |||
| Title: | Director | |||
| NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER | ||||
| LENDERS | ||||
| Clydesdale CLO 2004, Ltd. | ||||
| By: | /s/ ELIZABETH MACLEAN | |||
| Name: | Elizabeth Maclean | |||
| Title: | Director | |||
| NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER | ||||
| LENDERS | ||
| Trust Company of the West | ||
| VELOCITY CLO, LTD. | ||
| By: | TCW Advisors, Inc., its Collateral Manager | |
| By: | /s/ STEPHEN SUo | |
| Name: | Stephen Suo | |
| Title: | Vice President | |
| By: | /s/ G. WAYNE HOSANG | |
| Name: | G. Wayne Hosang | |
| Title: | Vice President | |
| LENDERS | ||||
| Katonah II, Ltd. by Sankaty Advisors LLC as Sub-Advisors | ||||
| By: | /s/ DIANE J. EXTER | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director | |||
| Portfolio Manager | ||||
| LENDERS | ||||
| ORIX Financial Services, Inc. | ||||
| By: | /s/ JORGE L. JARAMILLO | |||
| Name: | Jorge L. Jaramillo | |||
| Title: | Managing Director | |||
| LENDERS | ||||
| Aeries Finance-II Ltd. | ||||
| By: | Patriarch Partners X, LLC, its Managing Agent | |||
| By: | /s/ LYNN TILTON | |||
| Name: | Lynn Tilton | |||
| Title: | Manager | |||
| LENDERS | ||||
| LONG LANE MASTER TRUST II | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Authorized Agent | |||
| LENDERS | ||||
| Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Team Lender | ||||
| By: | /s/ DIANE J. EXTER | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director | |||
| Portfolio Manager | ||||
| LENDERS | ||||
| SEQUILS-LIBERTY, LTD. | ||||
| By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |||
| By: | /s/ KAREN S. KLAPPER | |||
| Name: | Karen S. Klapper | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| BALLANTYNE FUNDING LLC | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Assistant Vice President | |||
| LENDERS | ||||
| Ameriprise Certificate Company By: RiverSource Investments, LLC as Collateral Manager | ||||
| By: | /s/ YVONNE E. STEVENS | |||
| Name: | Yvonne E. Stevens | |||
| Title: | Sr. Managing Director | |||
| LENDERS | ||||
| Highland Floating Rate LLC | ||||
| By: | /s/ JOE DOUGHERTY | |||
| Name: | Joe Dougherty | |||
| Title: | Sr. Vice President | |||
| LENDERS | ||||
| Jasper CLO, Ltd. | ||||
| By: | Highland Capital Management, L.P., As Collateral Manager | |||
| By: | Strand Advisors, Inc., Its General Partner | |||
| By: | /s/ CHAD SCHRAMEK | |||
| Name: | Chad Schramek | |||
| Title: | Assistant Treasurer Strand Advisors Inc. General Partner of Highland Capital Management, LP | |||
| LENDERS | ||||
| Stone Tower CDO II Ltd | ||||
| By: | Stone Tower Debt Advisors LLC, as its Collateral Manager | |||
| By: | /s/ MICHAEL W. DELPERCIO | |||
| Name: | MICHAEL W. DELPERCIO | |||
| Title: | AUTHORIZED SIGNATORY | |||
| LENDERS | ||||
| ALLIED IRISH BANK PLC, | ||||
| By: | /s/ ROISIN O’CONNELL | |||
| Name: | Roisin O’Connell | |||
| Title: | Vice President | |||
| By: | /s/ JOSEPH S. AUGUSTINI | |||
| Name: | Joseph S. Augustini | |||
| Title: | Vice President | |||
| LENDERS | ||
| Ares VIII CLO Ltd. | ||
| By: | Ares CLO Management VIII, L.P., Investment Manager | |
| By: | Ares CLO GP VIII, LLC, Its General Partner | |
| By: | /s/ AMERICO CASCELLA | |
| Name: | Americo Cascella | |
| Title: | Vice President | |
| LENDERS | ||||
| Ares IV CLO Ltd. | ||||
| By: | Ares CLO Management IV, L.P., Investment Manager | |||
| By: | Ares CLO GP IV, LLC, Its Managing Member | |||
| By: | /s/ AMERICO CASCELLA | |||
| Name: | Americo Cascella | |||
| Title: | Vice President | |||
| LENDERS | ||||
| Ares III CLO Ltd. | ||||
| By: | ARES CLO Management LLC, Investment Manager | |||
| By: | /s/ AMERICO CASCELLA | |||
| Name: | Americo Cascella | |||
| Title: | Vice President | |||
| LENDERS | ||||
| Ares X CLO Ltd. | ||||
| By: | Ares CLO Management X, L.P., Investment Manager | |||
| By: | Ares CLO GP X, LLC, Its General Partner | |||
| By: | /s/ AMERICO CASCELLA | |||
| Name: | Americo Cascella | |||
| Title: | Vice President | |||
| LENDERS | ||
| ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD. | ||
| By: | Ares Enhanced Loan Management, L.P., Investment Manager | |
| By: | Ares Enhanced Loan GP, LLC Its General Partner | |
| By: | /s/ AMERICO CASCELLA | |
| Name: | Americo Cascella | |
| Title: | Vice President | |
| LENDERS | ||||
| Trimaran CLO IV Ltd. | ||||
| By | Trimaran Advisors, L.L.C. | |||
| By: | /s/ DAVID M. MILLISON | |||
| Name: | David M. Millison | |||
| Title: | Managing Director | |||
| LENDERS | ||||
| Ballyrock CLO II Limited, | ||||
| By | Ballyrock Investment Advisors LLC, as Collateral Manager | |||
| By: | /s/ LISA RYMUT | |||
| Name: | Lisa Rymut | |||
| Title: | Assistant Treasurer | |||
| LENDERS | ||||
| Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund | ||||
| By: | /s/ JOHN H. COSTELLO | |||
| Name: | John H. Costello | |||
| Title: | Assistant Treasurer | |||
| LENDERS | ||||
| Black Diamond International Funding, Ltd. | ||||
| By: | /s/ DAVID DYER | |||
| Name: | David Dyer | |||
| Title: | Director | |||
| LENDERS | ||||
| Franklin CLO I, Limited | ||||
| By: | /s/ DAVID ARDINI | |||
| Name: | David Ardini | |||
| Title: | Vice President | |||
| LENDERS | ||||
| LONG LANE MASTER TRUST IV | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Authorized Agent | |||
| LENDERS | ||||
| Nomura Bond & Loan Fund | ||||
| By: | /s/ ELIZABETH MACLEAN | |||
| Name: | Elizabeth Maclean | |||
| Title: | Director | |||
| By: | UFJ Trust Bank Limited as Trustee | |||
| By: | Nomura Corporate Research and Asset Management Inc. Attorney in Fact | |||
| LENDERS | ||||
| ELT LTD. | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Assistant Vice President | |||
| LENDERS | ||||
| BIRCHWOOD FUNDING LLC | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Assistant Vice President | |||
| LENDERS | ||||
| Erste Bank New York | ||||
| By: | /s/ ROBERT J. WAGMAR | |||
| Name: | Robert J. Wagmar | |||
| Title: | Director | |||
| By: | /s/ BRYAN LYNCH | |||
| Name: | Bryan Lynch | |||
| Title: | First Vice President | |||
| LENDERS | ||||||||||||
| ELF Funding Trust III | MainStay Floating Rate Fund, a series of Eclipse Funds, Inc. | |||||||||||
| By: | New York Life Investment Management LLC, as Attorney-in-Fact | By: | New York Life Investment Management LLC | |||||||||
| By: | /s/ ROBERT H. DIAL | By: | /s/ ROBERT H. DIAL | |||||||||
| Name: | ROBERT H. DIAL | Name: | ROBERT H. DIAL | |||||||||
| Title: | Managing Director | Title: | Managing Director | |||||||||
| NYLIM Flatiron CLO 2004-1 Ltd. | ||||||||||||
| By: | New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact | |||||||||||
| By: | /s/ ROBERT H. DIAL | |||||||||||
| Name: | ROBERT H. DIAL | |||||||||||
| Title: | Managing Director | |||||||||||
| LENDERS | ||||
| LOAN FUNDING XIII for itself or as agent for Corporate Funding XIII, as a Lender | ||||
| By: | /s/ JONATHAN J. MARKS | |||
| Name: | Jonathan J. Marks | |||
| Title: | Principal | |||
| Silvermine Capital Management, LLC | ||||
| 263 Tresser Blvd. | ||||
| 10th Floor | ||||
| Stamford, CT 06901 | ||||
| (T) 203 ###-###-#### | ||||
| (F) 203 ###-###-#### | ||||
| LENDERS | ||||||||
| INDOSUEZ CAPITAL FUNDING VI, LIMITED, as a Lender | ||||||||
| By: | LYON CAPITAL MANAGEMENT LLC As Collateral Manager | |||||||
| By: | /s/ ALEXANDER B. KENNA | |||||||
| Name: | Alexander B. Kenna | |||||||
| Title: | Portfolio Manager | |||||||
| BOSTON HARBOR CLO 2004-1, Ltd. | ||
| /s/ BETH MAZOR | ||
| By: | Beth Mazor | |
| Title: | V.P. | |
| LENDERS | ||||
| GENERAL ELECTRIC CAPITAL CORPORATION | ||||
| By: | /s/ JEFFREY SKINNER | |||
| Name: | Jeffrey Skinner | |||
| Title: | Duly Authorized Signatory | |||
| LENDERS | ||||
| Stanfield Carrera CLO, Ltd. | ||||
| By: | Stanfield Capital Partners LLC as its Asset Manager | |||
| By: | /s/ STEPHEN M. ALFIERI | |||
| Name: | Stephen M. Alfieri | |||
| Title: | Managing Partner | |||
| LENDERS | ||||
| Stanfield Arbitrage CDO, Ltd. | ||||
| By: | Stanfield Capital Partners LLC as its Collateral Manager | |||
| By: | /s/ STEPHEN M. ALFIERI | |||
| Name: | Stephen M. Alfieri | |||
| Title: | Managing Partner | |||
| LENDERS | ||
| Fall Creek CLO, Ltd. | ||
| By: | /s/ THOMAS N. DAVIS | |
| Thomas N. Davis Authorized Signor | ||
| LENDERS | ||||
| CONTINENTAL ASSURANCE COMPANY on behalf of its Separate Account (E) | ||||
| By: | /s/ MARILOU R. MCGIRR | |||
| Name: | Marilou R. McGirr | |||
| Title: | Vice President and Treasurer | |||
| LENDERS | ||||
| CONTINENTAL CASUALTY COMPANY | ||||
| By: | /s/ MARILOU R. MCGIRR | |||
| Name: | Marilou R. McGirr | |||
| Title: | Vice President and Treasurer | |||
| LENDERS | ||||
| AMMC CLO III, LIMITED | ||||
| By: | American Money Management Corp., as Collateral Manager | |||
| By: | /s/ CHESTER M. ENG | |||
| Name: | Chester M. Eng | |||
| Title: | Senior Vice President | |||
| LENDERS | ||||
| IDS Life Insurance Company | ||||
| By: | RiverSource Investments, LLC as Collateral Manager | |||
| By: | /s/ YVONNE E. STEVENS | |||
| Name: | Yvonne E. Stevens | |||
| Title: | Sr. Managing Director | |||
| LENDERS | ||||
| Centurion CDO VII, Ltd. | ||||
| By: | RiverSource Investments, LLC as Collateral Manager | |||
| By: | /s/ ROBIN C. STANCIL | |||
| Name: | Robin C. Stancil | |||
| Title: | Supervisor - Fixed Income | |||
| LENDERS | ||||
| Centurion CDO VI, Ltd. | ||||
| By: | RiverSource Investments, LLC as Collateral Manager | |||
| By: | /s/ ROBIN C. STANCIL | |||
| Name: | Robin C. Stancil | |||
| Title: | Supervisor - Fixed Income | |||
| LENDERS | ||||
| Centurion CDO III, Limited | ||||
| By: | RiverSource Investments, LLC as Collateral Manager | |||
| By: | /s/ ROBIN C. STANCIL | |||
| Name: | Robin C. Stancil | |||
| Title: | Supervisor - Fixed Income | |||
| LENDERS | ||||
| Centurion CDO II, Ltd. | ||||
| By: | RiverSource Investments, LLC as Collateral Manager | |||
| By: | /s/ ROBIN C. STANCIL | |||
| Name: | Robin C. Stancil | |||
| Title: | Supervisor - Fixed Income | |||
| LENDERS | ||||
| NORTHWOODS CAPITAL IV, LIMITED | ||||
| BY: | Angelo, Gordon & Co., L.P., | |||
| as Collateral Manager | ||||
| By: | /s/ BRUCE MARTIN | |||
| Name: | BRUCE MARTIN | |||
| Title: | MANAGING DIRECTOR | |||
| LENDERS | ||||
| NORTHWOODS CAPITAL VI, LIMITED | ||||
| BY: | Angelo, Gordon & Co., L.P. | |||
| as Collateral Manager | ||||
| By: | /s/ BRUCE MARTIN | |||
| Name: | BRUCE MARTIN | |||
| Title: | MANAGING DIRECTOR | |||
| LENDERS | ||||
|
| ||||
| Ares VIR CLO Ltd. | ||||
| By: | Ares CLO Management VIR, L.P., | |||
| Investment Manager | ||||
| By: | Ares CLO GP VIR, LLC, | |||
| Its General Partner | ||||
| By: | /s/ AMERICO CASCELLA | |||
| Name: | Americo Cascella | |||
| Title: | Vice President | |||
| LENDERS | ||||
|
| ||||
| Ares VII CLO Ltd. | ||||
| By: | Ares CLO Management VII, L.P., | |||
| Investment Manager | ||||
| By: | Ares CLO GP VII, LLC, | |||
| Its General Partner | ||||
| By: | /s/ AMERICO CASCELLA | |||
| Name: | Americo Cascella | |||
| Title: | Vice President | |||
| LENDERS | ||||
| SENIOR DEBT PORTFOLIO | ||||
| By: | Boston Management and Research | |||
| as Investment Advisor | ||||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| EATON VANCE INSTITUTIONAL SENIOR LOAN FUND | ||||
| BY: | Eaton Vance Management | |||
| as Investment Advisor | ||||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| EATON VANCE CDO III, LTD. | ||||
| BY: | Eaton Vance Management | |||
| as Investment Advisor | ||||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| EATON VANCE CDO VI LTD. | ||||
| BY: | Eaton Vance Management | |||
| as Investment Advisor | ||||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| Eaton Vance CDO VII PLC | ||||
| By: | Eaton Vance Management as Interim Investment Advisor | |||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| THE NORINCHUKIN BANK, NEW YORK BRANCH, through State Street Bank and Trust Company N.A. as Fiduciary Custodian | ||||
| By: | Eaton Vance Management, Attorney in fact | |||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| BIG SKY III SENIOR LOAN TRUST | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| EATON VANCE | ||||
| VT FLOATING-RATE INCOME FUND | ||||
| By: | Eaton Vance Management | |||
| as Investment Advisor | ||||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| EATON VANCE | ||||
| LIMITED DURATION INCOME FUND | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| TOLLI & CO. | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| EATON VANCE FLOATING-RATE INCOME TRUST | ||||
| By: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| Eaton Vance Variable Leverage Fund Ltd. | ||||
| By: | Unknown Management as Investment Advisor | |||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| Travelers Insurance Company by By: Metropoliton Life Insurance Company its Investment Manager | ||||
| By: | /s/ DAVID W. FARRELL | |||
| Name: | David W. Farrell | |||
| Title: | Director | |||
| LENDERS | ||||
| BELHURST CLO LTD. | ||||
| By: | INVESCO Senior Secured Management, Inc. as Collateral Manager | |||
| By: | /s/ KAREN S. KLAPPER | |||
| Name: | KAREN S. KLAPPER | |||
| Title: | AUTHORIZED SIGNATORY | |||
| LENDERS | ||||
| DIVERSIFIED CREDIT PORTFOLIO LTD. | ||||
| By: | INVESCO Senior Secured Management, Inc. as Investment Advisor | |||
| By: | /s/ KAREN S. KLAPPER | |||
| Name: | KAREN S. KLAPPER | |||
| Title: | AUTHORIZED SIGNATORY | |||
| LENDERS | ||||
| SERVES 2006-1, Ltd. By PPM America, Inc., as Collateral Manager | ||||
| By: | /s/ DAVID C. WAGNER | |||
| Name: | David C. Wagner | |||
| Title: | Managing Director | |||
| PUTNAM DIVERSIFIED INCOME TRUST | ||
| /s/ BETH MAZOR | ||
| By: | Beth Mazor | |
| Title: | V.P. | |
| LENDERS | ||||
|
| ||||
| COMSTOCK FUNDING LTD. | ||||
| By: | /s/ JONATHAN J. MARKS | |||
| Name: | Jonathan J. Marks | |||
| Title: | Principal | |||
| Silvermine Capital Management, LLC | ||||
| 263 Tresser Blvd. | ||||
| 10th Floor | ||||
| Stamford, CT 06901 | ||||
| (T) 203 ###-###-#### | ||||
| (F) 203 ###-###-#### | ||||
| LENDERS | ||||
| EAGLE CREEK CLO, Ltd. | ||||
| By: | /s/ THOMAS DAVIS | |||
| Name: | Thomas Davis | |||
| Title: | Authorized Signor | |||
| LENDER | ||||
| CELERITY CLO LIMITED | ||||
| By: | TCW Advisors, Inc., as Agent | |||
| By: | /s/ STEPHEN SUO | |||
| Stephen Suo | ||||
| Title: | Vice President | |||
| By: | /s/ G. WAYNE HOSANG | |||
| G. Wayne Hosang | ||||
| Title: | Vice President | |||
| LENDER | ||||
| DARIEN LOAN FUNDING COMPANY | ||||
| By: | TCW Advisors as its Interim | |||
| Interim Collateral Manager | ||||
| By: | /s/ STEPHEN SUo | |||
| Name: | Stephen Suo | |||
| Title: | Vice President | |||
| By: | /s/ G. WAYNE HOSANG | |||
| Name: | G. Wayne Hosang | |||
| Title: | Vice President | |||
| LENDER | ||||
| FIRST 2004-I CLO, LTD. | ||||
| By: | TCW Advisors, Inc., | |||
| its Collateral Manager | ||||
| By: | /s/ STEPHEN SUo | |||
| Name: | Stephen Suo | |||
| Title: | Vice President | |||
| By: | /s/ G. WAYNE HOSANG | |||
| Name: | G. Wayne Hosang | |||
| Title: | Vice President | |||
| LENDER | ||||
| FIRST 2004-II CLO, LTD. | ||||
| By: | TCW Advisors, Inc., | |||
| its Collateral Manager | ||||
| By: | /s/ STEPHEN SUo | |||
| Name: | Stephen Suo | |||
| Title: | Vice President | |||
| By: | /s/ G. WAYNE HOSANG | |||
| Name: | G. Wayne Hosang | |||
| Title: | Vice President | |||
| LENDER | ||||
| LOAN FUNDING I LLC, | ||||
| a wholly owned subsidiary of Citibank, N.A. | ||||
| By: | TCW Advisors, Inc., | |||
| as Portfolio Manager of Loan Funding I LLC | ||||
| By: | /s/ STEPHEN SUo | |||
| Name: | Stephen Suo | |||
| Title: | Vice President | |||
| By: | /s/ G. WAYNE HOSANG | |||
| Name: | G. Wayne Hosang | |||
| Title: | Vice President | |||
| LENDER | ||||
| TCW SELECT LOAN FUND, LIMITED | ||||
| By: | TCW Advisors, Inc., as its Collateral Manager | |||
| By: | /s/ STEPHEN SUo | |||
| Name: | Stephen Suo | |||
| Title: | Vice President | |||
| By: | /s/ G. WAYNE HOSANG | |||
| Name: | G. Wayne Hosang | |||
| Title: | Vice President | |||
| LENDERS | ||||
| J.P. Morgan Trust Company (Cayman) Limited, as Trustee for TORAJI TRUST, | ||||
| By: | Its Investment Manager, Citigroup Alternative Investments LLC | |||
| /s/ MAURA CONNOR | ||||
| Name: | Maura Connor | |||
| Title: | Vice President | |||
| LENDERS | ||||
|
| ||||
| Wells Fargo Bank, N.A. | ||||
| By: | /s/ WILLIAM S. ROGERS | |||
| Name: | William S. Rogers | |||
| Title: | Vice President | |||
| LENDERS | ||||
| Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender | ||||
| By: | /s/ DIANE J. EXTER | |||
| Name: | DIANE J. EXTER | |||
| Title: | MANAGING DIRECTOR | |||
| PORTFOLIO MANAGER | ||||
| LENDERS | ||||
| Sankaty Advisors, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender | ||||
| By: | /s/ DIANE J. EXTER | |||
| Name: | DIANE J. EXTER | |||
| Title: | MANAGING DIRECTOR | |||
| PORTFOLIO MANAGER | ||||
| LENDERS | ||||
| Sankaty Advisors, Inc., as Collateral Manager for Brant Point CBO 1999-1 LTD., as Term Lender | ||||
| By: | /s/ DIANE J. EXTER | |||
| Name: | DIANE J. EXTER | |||
| Title: | MANAGING DIRECTOR | |||
| PORTFOLIO MANAGER | ||||
| LENDERS | ||||
| Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender | ||||
| By: | /s/ DIANE J. EXTER | |||
| Name: | DIANE J. EXTER | |||
| Title: | MANAGING DIRECTOR | |||
| PORTFOLIO MANAGER | ||||
| LENDERS | ||||
| HARBOUR TOWN FUNDING LLC | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Assistant Vice President | |||
| LENDERS | ||||
| JUPITER LOAN FUNDING LLC | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Assistant Vice President | |||
| LENDERS | ||||
| PPM MONARCH BAY FUNDING LLC | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Assistant Vice President | |||
| LENDERS | ||||
| PPM SHADOW CREEK FUNDING LLC | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Assistant Vice President | |||
| LENDERS | ||||
| Airlie CBNA Loan Funding LLC, for itself or as agent for Airlie CFPI Loan Funding LLC | ||||
| By: | /s/ BEATA KONOPKO | |||
| Name: | BEATA KONOPKO | |||
| Title: | Attorney-in-fact | |||
| LENDERS | ||||||||||||
| [Print Name of Financial Institution] | ||||||||||||
| By: | ||||||||||||
| Name: | ||||||||||||
| Title: | ||||||||||||
| OAK HILL CREDIT PARTNERS I, LIMITED | OAK HILL CREDIT PARTNERS II, LIMITED | |||||||||||
| By: | Oak Hill CLO Management I, LLC As Investment Manager | By: | Oak Hill CLO Management II, LLC As Investment Manager | |||||||||
| By: | /s/ SCOTT D. KRASE | By: | /s/ SCOTT D. KRASE | |||||||||
| Name: | Scott D. Krase | Name: | Scott D. Krase | |||||||||
| Title: | Authorized Person | Title: | Authorized Person | |||||||||
| OAK HILL CREDIT PARTNERS III, LIMITED | ||||||||||||
| By: | Oak Hill CLO Management III, LLC As Investment Manager | |||||||||||
| By: | /s/ SCOTT D. KRASE | |||||||||||
| Name: | Scott D. Krase | |||||||||||
| Title: | Authorized Person | |||||||||||
| LENDERS | ||||
| Bank Leumi USA | ||||
| By: | /s/ JOUNG HEE HONG | |||
| Name: | Joung Hee Hong | |||
| Title: | Vice President | |||
| LENDERS | ||||
|
| ||||
| CALYON NEW YORK BRANCH | ||||
| By: | /s/ DENNIS PETITO | |||
| Name: | Dennis Petito | |||
| Title: | Managing Director | |||
| By: | /s/ BERTRAND CORDHMME | |||
| Name: | Bertrand Cordhmme | |||
| Title: | Vice President | |||
| LENDERS | ||||||
| Credit Industriel et Commercial | ||||||
| By: | /s/ ANTHONY ROCK | /s/ SEAN MOUNIER | ||||
| Name: | Anthony Rock | Sean Mounier | ||||
| Title: | Vice President | First Vice President | ||||
| LENDERS | ||||
| Metropolitan Life Insurance Company | ||||
| By: | /s/ DAVID W. FARRELL | |||
| Name: | David W. Farrell | |||
| Title: | Director | |||
| LENDERS | ||||
| NCRAM Loan Trust | ||||
| By: | /s/ ELIZABETH MACLEAN | |||
| Name: | Elizabeth MacLean | |||
| Title: | Director | |||
| NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT ADVISER | ||||
| LENDERS | ||||
| Highland Floating Rate Advantage Fund | ||||
| By: | /s/ JOE DOUGHERTY | |||
| Name: | Joe Dougherty | |||
| Title: | Senior Vice President | |||
| LENDERS | ||||
| CHARTER VIEW PORTFOLIO | ||||
| By: | INVESCO Senior Secured Managment, Inc. As Investment Advisor | |||
| By: | /s/ KAREN S. KLAPPER | |||
| Name: | Karen S. Klapper | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| EATON VANCE SENIOR INCOME TRUST | ||||
| BY: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| COSTANTINUS EATON VANCE CDO V, LTD. | ||||
| BY: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| GRAYSON & CO | ||||
| BY: | Boston Management And Research as Investment Advisor | |||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| EATON VANCE SENIOR FLOATING-RATE TRUST | ||||
| BY: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND | ||||
| BY: | Eaton Vance Management as Investment Advisor | |||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| BRYN MAWR CLO, Ltd. | ||||
| By: | Deerfield Capital Management LLC as its Collateral Manager | |||
| By: | /s/ PETER SAKON | |||
| Name: | Peter Sakon | |||
| Title: | Vice President | |||
| LENDERS | ||||
| FOREST CREEK CLO, Ltd. | ||||
| By: | Deerfield Capital Management LLC as its Collateral Manager | |||
| By: | /s/ PETER SAKON | |||
| Name: | Peter Sakon | |||
| Title: | Vice President | |||
| LENDERS | ||||
| LONG GROVE CLO, LIMITED | ||||
| By: | Deerfield Capital Management LLC as its Collateral Manager | |||
| By: | /s/ PETER SAKON | |||
| Name: | Peter Sakon | |||
| Title: | Vice President | |||
| LENDERS | ||||
| CUMBERLAND II CLO LTD | ||||
| By: | Deerfield Capital Management LLC as its Collateral Manager | |||
| By: | /s/ PETER SAKON | |||
| Name: | Peter Sakon | |||
| Title: | Vice President | |||
| LENDERS | ||||
| ROSEMONT CLO, Ltd. | ||||
| By: | Deerfield Capital Management LLC as its Collateral Manager | |||
| By: | /s/ PETER SAKON | |||
| Name: | Peter Sakon | |||
| Title: | Vice President | |||
| LENDERS | ||||
| Monument Park CDO Ltd. | ||||
| By: | Blackstone Debt Advisors L.P. As Collateral Manager | |||
| By: | /s/ DEAN T. CRIARES | |||
| Name: | Dean T. Criares | |||
| Title: | Senior Managing Director | |||
| LENDERS | ||||
| Lofayette Square CDO Ltd., for itself or as agent for Lofayette Square CDO Ltd. xxx | ||||
| By: | /s/ DEAN T. CRIARES | |||
| Name: | Dean T. Criares | |||
| Title: | Senior Managing Director | |||
| LENDERS | ||||
| Essex Park CDO Ltd. | ||||
| By: | Blackstone Debt Advisors L.P. As Collateral Manager | |||
| By: | /s/ DEAN T. CRIARES | |||
| Name: | Dean T. Criares | |||
| Title: | Senior Managing Director | |||
| LENDERS | ||||
| Prospect Park CDO Ltd. | ||||
| By: | Blackstone Debt Advisors L.P. As Collateral Manager | |||
| By: | ||||
| Name: | Dean T. Criares | |||
| Title: | Senior Managing Director | |||
| LENDERS | ||||
| SENIOR HIGH INCOME PORTFOLIO INC. | ||||
| By: | /s/ Illegible | |||
| MASTER SENIOR FLOATING RATE TRUST | ||||
| By: | /s/ Illegible | |||
| Longhorn CDO III, LTD. | ||||
| By: | Merrill Lynch Investment Managers, L.P. as Collateral Manager | |||
| By: | /s/ Illegible | |||
| DEBT STRATEGIES FUND, INC. | ||||
| By: | /s/ Illegible | |||
| Longhorn CDO (Cayman) LTD | ||||
| By: | Merrill Lynch Investment Managers, L.P. as Collateral Manager | |||
| By: | /s/ Illegible | |||
| Merrill Lynch Global Investment Series: Income Strategies Portfolio | ||||
| By: | Merrill Lynch Investment Managers, L.P. as Investment Advisor | |||
| By: | /s/ Illegible | |||
| LENDERS | ||
| Aurum CLO 2002-1, Ltd | ||
| By: | Deutsche Asset Management, Inc. As Sub-Advisor | |
| By: | /S/ COLLEEN CUNNIFFE | |
| Name: | Colleen Cunniffe | |
| Title: | Director | |
| By: | /S/ MARK RIGAZIO | |
| Name: | Mark Rigazio | |
| Title: | Vice President | |
| Flagship CLO 2001-1 | ||
| By: | Deutsche Asset Management, Inc. As Sub-Advisor | |
| By: | /S/ COLLEEN CUNNIFFE | |
| Name: | Colleen Cunniffe | |
| Title: | Director | |
| By: | /S/ MARK RIGAZIO | |
| Name: | Mark Rigazio | |
| Title: | Vice President | |
| Flagship CLO II | ||
| By: | Deutsche Asset Management, Inc. As Sub-Advisor | |
| By: | /S/ COLLEEN CUNNIFFE | |
| Name: | Colleen Cunniffe | |
| Title: | Director | |
| By: | /S/ MARK RIGAZIO | |
| Name: | Mark Rigazio | |
| Title: | Vice President | |
| Flagship CLO III | ||
| By: | Deutsche Asset Management, Inc. As Sub-Advisor | |
| By: | /S/ COLLEEN CUNNIFFE | |
| Name: | Colleen Cunniffe | |
| Title: | Director | |
| By: | /S/ MARK RIGAZIO | |
| Name: | Mark Rigazio | |
| Title: | Vice President | |
| Flagship CLO IV | ||
| By: | Deutsche Asset Management, Inc. As Sub-Advisor | |
| By: | /S/ COLLEEN CUNNIFFE | |
| Name: | Colleen Cunniffe | |
| Title: | Director | |
| By: | /S/ MARK RIGAZIO | |
| Name: | Mark Rigazio | |
| Title: | Vice President | |
| LENDERS | ||||
| INVESTORS BANK & TRUST COMPANY AS SUB-CUSTODIAN AGENT OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED | ||||
| By: | /s/ MARTHA HADELER | |||
| Name: | Martha Hadeler | |||
| Title: | Managing Director | |||
| By: | /s/ ROBERT WEEDEN | |||
| Name: | Robert Weeden | |||
| Title: | Managing Director | |||
| LENDERS | ||||
| Hewett’s Island CDO, Ltd. | ||||
| By: | CypressTree Investment Management Company, Inc., as Portfolio Manager. | |||
| By: | /s/ JOHN A. FRABOTTA | |||
| Name: | John A. Frabotta | |||
| Title: | Director | |||
| LENDERS | ||||
| ML CLO XV PILGRIM AMERICA (CAYMAN) LTD. | ||||
| By: | ING Investments, LLC as its investment manager | |||
| By: | /s/ THEODORE M. HANG | |||
| Name: | Theodore M. Hang | |||
| Title: | Vice President | |||
| ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. | ||||
| By: | ING Investments, LLC as its investment manager | |||
| By: | /s/ THEODORE M. HANG | |||
| Name: | Theodore M. Hang | |||
| Title: | Vice President | |||
| ING PRIME RATE TRUST | ||||
| By: | ING Investment Management Co. as its investment manager | |||
| By: | /s/ THEODORE M. HANG | |||
| Name: | Theodore M. Hang | |||
| Title: | Vice President | |||
| ING SENIOR INCOME FUND | ||||
| By: | ING Investment Management Co. as its investment manager | |||
| By: | /s/ THEODORE M. HANG | |||
| Name: | Theodore M. Hang | |||
| Title: | Vice President | |||
LENDERS
| [Print Name of Financial Institution] | ||||||||||||
| NYLIM Flatiron CLO 2003-1 Ltd. | ||||||||||||
| By: | New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact | By: | ||||||||||
| Name: | ||||||||||||
| Title: | ||||||||||||
| By: | /s/ ROBERT H. DIAL | |||||||||||
| Name: | Robert H. Dial | |||||||||||
| Title: | Managing Director | |||||||||||
| NYLIM Flatiron CLO 2004-1 Ltd. | NYLIM High Yield CDO 2001 Ltd. | |||||||||||
| By: | New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact | By: | New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact | |||||||||
| By: | /s/ ROBERT H. DIAL | By: | /s/ ROBERT H. DIAL | |||||||||
| Name: | Robert H. Dial | Name: | Robert H. Dial | |||||||||
| Title: | Managing Director | Title: | Managing Director | |||||||||
| NYLIM Flatiron CLO 2005-1 Ltd. | New York Life Insurance Company. | |||||||||||
| By: | New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact | By: | /s/ ROBERT H. DIAL | |||||||||
| By: | /s/ ROBERT H. DIAL | Name: | Robert H. Dial | |||||||||
| Name: | Robert H. Dial | Title: | Vice President | |||||||||
| Title: | Managing Director | |||||||||||
| New York Life Insurance and Annuity Corporation | ||||||||||||
| By: | New York Life Investment Management LLC, Its Investment Manager | |||||||||||
| By: | /s/ ROBERT H. DIAL | |||||||||||
| Name: | Robert H. Dial | |||||||||||
| Title: | Managing Director | |||||||||||
| LENDERS | ||||
| [ULT CBNA Loan Funding LLC for itself or as agent for ULT CFPI Loan Funding LLC] | ||||
| By: | /s/ ROY HYKAL | |||
| Name: | Roy Hykal | |||
| Title: | Attorney-in-fact | |||
| LENDERS | ||||
| Stanfield Quattro CLO, Ltd. | ||||
| By: | Stanfield Capital Partners LLC As its Collateral Manager | |||
| By: | /s/ STEPHEN M. ALFIERI | |||
| Name: | Stephen M. Alfieri | |||
| Title: | Managing Partner | |||
| LENDERS | ||||
| LLOYDS TSB BANK PLC | ||||
| By: | /s/ MARIO DEL DUCA | |||
| Name: | Mario Del Duca | |||
| Title: | Assistant Vice President Risk Management & Business Support DORS | |||
| LENDERS | ||||
| LLOYDS TSB BANK PLC | ||||
| By: | /s/ MARIO DEL DUCA | |||
| Name: | Mario Del Duca | |||
| Title: | Assistant Vice President Risk Management & Business Support DORS | |||
| LENDERS | ||||
| KZH PONDVIEW LLC | ||||
| By: | /s/ Illegible | |||
| Name: | [TO COME] | |||
| Title: | Authorized Agent | |||
| LENDERS | ||||
| BlackRock Senior Income Series Magnetite Asset Investors III LLC Magnetite IV CLO, Limited Magnetite V CLO, Limited Senior Loan Fund | ||||
| By: | /s/ TOM COLWELL | |||
| Name: | Tom Colwell | |||
| Title: | Auth. Sig. | |||
| LENDERS | ||||
| Stone Tower CLO III Ltd. | ||||
| By: | Stone Tower Debt Advisors LLC, as its Collateral Manager | |||
| By: | /s/ MICHAEL W. DELPERCIO | |||
| Name: | Michael W. Delpercio | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| Stone Tower CDO Ltd. | ||||
| By: | Stone Tower Debt Advisors LLC, as its Collateral Manager | |||
| By: | /s/ MICHAEL W. DELPERCIO | |||
| Name: | Michael W. Delpercio | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| BABSON CLO LTD 2003-I | ||||
| BABSON CLO LTD 2004-I | ||||
| BABSON CLO LTD 2005-III | ||||
| ELC (CAYMAN) LTD. 1999-II | ||||
| SUFFIELD CLO, LIMITED | ||||
| By: | Babson Capital Management LLC as Collateral Manager | |||
| By: | /s/ MARCUS SOWELL | |||
| Name: | Marcus Sowell | |||
| Title: | Managing Director | |||
| MAPLEWOOD (CAYMAN) LIMITED | ||||
| By: | Babson Capital Management LLC as Investment Manager | |||
| By: | /s/ MARCUS SOWELL | |||
| Name: | Marcus Sowell | |||
| Title: | Managing Director | |||
| NEWTON CDO LTD | ||||
| By: | Babson Capital Management LLC as Investment Manager | |||
| By: | /s/ MARCUS SOWELL | |||
| Name: | Marcus Sowell | |||
| Title: | Managing Director | |||
| SIMSBURY CLO, LIMITED | ||||
| By: | Babson Capital Management LLC under delegeted authority from Massachusetts Mutual Life Insurance Company as Collateral Manager | |||
| By: | /s/ MARCUS SOWELL | |||
| Name: | Marcus Sowell | |||
| Title: | Managing Director | |||
| LENDERS | ||||
| BLACK DIAMOND CLO 2005-2, LTD. | ||||
| By: | Black Diamond Capital Management, L.L.C., as Its collateral Manager | |||
| By: | /s/ JAMES J. ZENNI | |||
| Name: | James J. Zenni, Jr. | |||
| Title: | President & Managing Partner | |||
| Black Diamond Capital Management, L.L.C. | ||||
| LENDERS | ||||
| BLACK DIAMOND CLO 2005-1, LTD. | ||||
| By: | Black Diamond Capital Management, L.L.C., as Its collateral Manager | |||
| By: | /s/ JAMES J. ZENNI | |||
| Name: | James J. Zenni, Jr. | |||
| Title: | President & Managing Partner | |||
| Black Diamond Capital Management, L.L.C. | ||||
| LENDERS | ||||
| Sequils-Centurion V, Ltd. | ||||
| By: | RiverSource Investments, LLC as Collateral Manager | |||
| By: | /s/ ROBIN C STANCIL | |||
| Name: | Robin C Stancil | |||
| Title: | Supervisor - Fixed Income | |||
| LENDERS | ||||
| KZH SOLEIL LLC | ||||
| By: | /s/ Illegible | |||
| Name: | [TO COME] | |||
| Title: | Authorized Agent | |||
| LENDERS | ||||
| KZH SOLEIL-2 LLC | ||||
| By: | /s/ Illegible | |||
| Name: | [TO COME] | |||
| Title: | Authorized Agent | |||
| LENDERS | ||
| Galaxy CLO 2003-1, Ltd. | ||
| By: AIG Global Investment Corp., Inc. | ||
| its Collateral Manager | ||
| By: | /s/ W. JEFFREY BAXTER | |
| Name: | W. Jeffrey Baxter | |
| Title: | Managing Director | |
| Galaxy III CLO, Ltd. | ||
| By: AIG Global Investment Corp., | ||
| its Collateral Manager | ||
| By: | /s/ W. JEFFREY BAXTER | |
| Name: | W. Jeffrey Baxter | |
| Title: | Managing Director | |
| Natexis Banques Populaires | ||||
| By: | /s/ DONOVAN C. BROOSSARD | |||
| Name: | Donovan C. Broossard | |||
| Title: | Vice President and Group Manager | |||
| By: | /s/ TIMOTHY L. POLVADO | |||
| Name: | Timothy L. Polvado | |||
| Title: | Vice President and Group Manager | |||
| LENDERS | ||||
| Allstate Life Insurance Company | ||||
| By: | /s/ CHRIS GOERGEN | |||
| Name: | Chris Goergen | |||
| Title: | Authorized Signatory | |||
| By: | /s/ BREEGE A. FARRELL | |||
| Name: | Breege A. Farrell | |||
| Title: | Authorized Signatory | |||
| AIMCO CDO, Series 2000-A | ||||
| By: | /s/ CHRIS GOERGEN | |||
| Name: | Chris Goergen | |||
| Title: | Authorized Signatory | |||
| By: | /s/ BREEGE A. FARRELL | |||
| Name: | Breege A. Farrell | |||
| Title: | Authorized Signatory | |||
| AIMCO CLO, Series 2005-A | ||||
| By: | /s/ CHRIS GOERGEN | |||
| Name: | Chris Goergen | |||
| Title: | Authorized Signatory | |||
| By: | /s/ BREEGE A. FARRELL | |||
| Name: | Breege A. Farrell | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| Addison CDO, Limited | ||||
| By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
| By: | /s/ MOHAN V. PHANSALKAR | |||
| Mohan V. Phansalkar | ||||
| Managing Director | ||||
| LENDERS | ||||
| DELANO Company | ||||
| By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
| By: | /s/ MOHAN V. PHANSALKAR | |||
| Mohan V. Phansalkar | ||||
| Managing Director | ||||
| LENDERS | ||||
| Loan Funding III LLC | ||||
| By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
| By: | /s/ MOHAN V. PHANSALKAR | |||
| Mohan V. Phansalkar | ||||
| Managing Director | ||||
| LENDERS | ||||
| ROYALTON COMPANY | ||||
| By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
| By: | /s/ MOHAN V. PHANSALKAR | |||
| Mohan V. Phansalkar | ||||
| Managing Director | ||||
| LENDERS | ||||
| SEQUILS-MAGNUM, LTD. | ||||
| By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
| By: | /s/ MOHAN V. PHANSALKAR | |||
| Mohan V. Phansalkar | ||||
| Managing Director | ||||
| LENDERS | ||||
| Southport CLO, Limited | ||||
| By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
| By: | /s/ MOHAN V. PHANSALKAR | |||
| Mohan V. Phansalkar | ||||
| Managing Director | ||||
| LENDERS | ||||
| Waveland – INGOTS, LTD. | ||||
| By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
| By: | /s/ MOHAN V. PHANSALKAR | |||
| Mohan V. Phansalkar | ||||
| Managing Director | ||||
| LENDERS | ||||
| Wrigley CDO, Ltd. | ||||
| By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
| By: | /s/ MOHAN V. PHANSALKAR | |||
| Mohan V. Phansalkar | ||||
| Managing Director | ||||
EXHIBIT A TO AMENDMENT NO. 14
CONSENT
Reference is made to the Credit Agreement, dated as of April 10, 2001, as amended by Amendment No. 1 thereto dated as of March 13, 2002, Amendment No. 2 thereto dated as of June 17, 2002, Amendment No. 3 thereto dated as of December 11, 2002, Amendment No. 4 and Waiver thereto dated as of March 31, 2003, Amendment No. 5 dated as of June 30, 2003, Amendment No. 6 and Waiver thereto dated as of August 5, 2003 and Amendment No. 7 thereto dated as of March 1, 2004, Amendment No. 8 and Waiver thereto dated as of March 18, 2005, Amendment No. 9 and Waiver thereto dated as of May 27, 2005, Amendment No. 10 and Waiver thereto dated as of July 14, 2005, Amendment No. 11 and Waiver thereto dated as of September 29, 2005, Amendment No. 12 and Waiver thereto dated as of November 14, 2005 and Amendment No. 13 and Waiver thereto dated as of March 30, 2006 and as modified by the Consent thereto dated as of June 3, 2004, among the Borrowers, the Lender Parties party thereto, and Morgan Stanley Senior Funding, Inc., as Administrative Agent (such Credit Agreement, as so amended and modified, the “Credit Agreement”).
Each of the undersigned confirms and agrees that (a) notwithstanding the effectiveness of the foregoing Amendment No. 14 to and Waiver under the Credit Agreement, each Loan Document to which such Person is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, in each case as amended by Amendment No. 14 to and Waiver under the Credit Agreement, and (b) the Collateral Documents to which such Person is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations and the Guaranteed Obligations, respectively (in each case, as defined therein).
| DEG ACQUISITIONS, LLC | ||||
| By: | FIRST RESERVE FUND VIII, L.P., a Delaware limited partnership, its Manager | |||
| By: | FIRST RESERVE GP VIII, L.P., a Delaware limited partnership, its general partner | |||
| By: | FIRST RESERVE CORPORATION, a Delaware corporation, its general partner | |||
| By: | /s/ THOMAS R. DENISON | |||
| Name: | Thomas R. Denison | |||
| Title: | Managing Director | |||
| DRESSER HOLDINGS, INC. | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer & President | |||
| DRESSER INTERNATIONAL, INC. | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer & President | |||
| DRESSER RE, INC. | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer & President | |||
| DRESSER RUSSIA, INC. | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer & President | |||
| LVF HOLDING CORPORATION | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer & President | |||
| DRESSER ENTECH, INC. | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer & President | |||
| RING-O VALVE, INCORPORATED | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer & President | |||
| DRESSER CHINA, INC. | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer & President | |||
