SIXTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT
Exhibit 4.2
SIXTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED
TERM LOAN AGREEMENT
Dated as of April 14, 2006
SIXTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT, dated as of April 14, 2006 (this Consent), among DRESSER, INC., a Delaware corporation (the Borrower), the Guarantors (as defined below), 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 Borrower, the Guarantors, the Lenders party thereto and the Agents have entered into a Senior Unsecured Term Loan Agreement dated as of March 1, 2004, as modified by the Consent and Waiver dated as of March 18, 2005, the Second Consent and Waiver dated as of May 27, 2005, the Third Consent and Waiver dated as of July 14, 2005, the Fourth Consent and Waiver dated as of September 29, 2005 and the Fifth Consent and Waiver dated as of November 14, 2005 (the Term Loan Agreement; capitalized terms used herein but not defined shall be used herein as defined in the Term Loan Agreement).
WHEREAS, the Borrower desires to modify the Term Loan Agreement in certain respects and to waive certain Defaults and Events of Default under the Term Loan Agreement, in each case as provided herein;
WHEREAS, the Required Lenders have agreed, subject to the terms and conditions hereinafter set forth, to modify the Term Loan Agreement in response to 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. Consent. Notwithstanding anything to the contrary set forth in the Term Loan Agreement, the Required Lenders hereby consent to (a) the extension of the delivery date specified for the audited financial statements for the Fiscal Year ended December 31, 2005 and the other material with respect to such Fiscal Year required by Section 5.01(b) of the Term Loan Agreement to no later than September 30, 2006 (the 10K Extended Delivery Date), it being understood and agreed that if the Borrower fails to deliver such audited financial statements and other materials on or before the 10K Extended Delivery Date, and a notice of Default with respect to such failure is delivered to the Borrower by the Administrative Agent or the Lenders holding of at least 25% of the outstanding principal amount of the Senior Unsecured Obligations pursuant to Section 6.01(c) of the Term Loan Agreement, such failure shall constitute an Event of Default for all purposes under the Loan Documents and (b) the extension of the delivery date specified for the material required by Section 5.01(b) with respect to each of
the fiscal quarters ended March 31, 2006 and June 30, 2006 to no later than September 30, 2006 and any information required to be provided on a current report that is based on or derivative of such material, including any report that requires pro forma financial statements (the 10Q and 8K Extended Delivery Date), it being understood and agreed that if the Borrower fails to deliver the materials required by Section 5.01(b) with respect to each of the fiscal quarters ended March 31, 2006 and June 30, 2006 by the 10Q and 8K Extended Delivery Date, and a notice of Default with respect to such failure is delivered to the Borrower by the Administrative Agent or the Lenders holding of at least 25% of the outstanding principal amount of the Senior Unsecured Obligations pursuant to Section 6.01(c) of the Term Loan Agreement, such failure shall constitute an Event of Default for all purposes under the Loan Documents. Notwithstanding the foregoing, it is further understood and agreed that the Borrower shall deliver to the Lenders all financial statements for each of the fiscal quarters ended March 31, 2006 and June 30, 2006 required to be delivered pursuant to Section 5.01(b) of the Term Loan Agreement at the same time as such financial statements are delivered to the Lenders under the Existing Credit Agreement, and if the Borrower fails to do so, and a notice of Default with respect to such failure is delivered to the Borrower by the Administrative Agent or the Lenders holding of at least 25% of the outstanding principal amount of the Senior Unsecured Obligations pursuant to Section 6.01(c) of the Term Loan Agreement, such failure shall constitute an Event of Default for all purposes under the Loan Documents.
SECTION 2. Waiver. The Lenders holding not less than a majority in aggregate principal amount of the then outstanding Senior Unsecured Obligations hereby waive any Default or Event of Default in respect of the provisions of Sections 3.01(a)(iv), 3.01(c), 4.01(f), 4.01(g), 4.01(h), 5.01(b) and 5.01(c) of the Term Loan 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 Consent and Waiver by the Borrower or any of its Subsidiaries (including, without limitation, any misstatement therein or in any certificate, representation or warranty relating thereto, or 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 financial statement specified in Section 1 above when or as required, except as required by Section 1 above, (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.
SECTION 3. Conditions to Effectiveness. This Consent shall become effective as of the first date set forth above when each of the conditions set forth in this Section 3 to this Consent shall have been fulfilled to the satisfaction of the Administrative Agent.
(i) Execution of Counterparts. The Administrative Agent shall have received counterparts of this Consent, duly executed and delivered on behalf of each of (a) the Borrower and each Guarantor, (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 Consent.
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(ii) Payment of Fees and Expenses. The Borrower shall have paid (a) to the Administrative Agent, for the benefit of each Lender executing this Consent on or before April 13, 2006, a fee equal to 0.10% of the aggregate Commitments and 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 Consent and other matters relating to the Term Loan Agreement from and after the last invoice to the extent invoiced.
The Administrative Agent will notify the Borrower when this Consent has become effective as set forth above, and such notice shall be conclusive and binding upon the Lenders.
SECTION 4. Representations and Warranties. Each Borrower hereby represents and warrants that, as of the date hereof and after giving effect to this Consent, no Default has occurred and is continuing or would result from the effectiveness of this Consent.
SECTION 5. Reference to and Effect on the Transaction Documents. (a) On and after the effectiveness of this Consent, each reference in the Term Loan Agreement to hereunder, hereof or words of like import referring to the Term Loan Agreement, and each reference in the other transaction documents to the Credit Agreement, thereunder, thereof or words of like import referring to the Term Loan Agreement, shall mean and be a reference to the Term Loan Agreement as modified by this Consent.
(b) The Term Loan Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Consent, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Consent 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 Consent 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 Consent by telecopier shall be effective as delivery of a manually executed counterpart of this Consent.
SECTION 7. Governing Law. This Consent 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 Term Loan Agreement, as if this were a part of the Term Loan Agreement.
SECTION 8. Entire Agreement; Modification. This Consent 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
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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 Consent to be executed and delivered by their respective authorized officers as of the day and year first above written.
DRESSER, INC., as Borrower | ||||
By: | /S/ ROBERT D. WOLTIL | |||
Name: | Robert D. Woltil | |||
Title: | Senior Vice President and Chief Financial Officer |
THE GUARANTORS | ||||
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 |
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 | ||||
SENIOR DEBT PORTFOLIO | ||||
By: | Boston Management and Research as Investment Advisor | |||
By: | /S/ MICHAEL B. BOTTHOF | |||
Name: | Michael B. Botthof | |||
Title: | Vice President |
LENDERS | ||||
Venture III CDO Limited | ||||
By | its investment advisor, MJX Asset Management LLC | |||
By: | /S/ KENNETH OSTMANN | |||
Name: | Kenneth Ostmann | |||
Title: | Director |
LENDERS | ||||
Venture V CDO Limited | ||||
By | its investment advisor, MJX Asset Management LLC | |||
By: | /S/ KENNETH OSTMANN | |||
Name: | Kenneth Ostmann | |||
Title: | Director |
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 | ||||
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 | ||||
[XXX] 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 | ||||
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 | ||||
GRAYSON & CO | ||||
By: | Boston Management And Research As 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 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 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 STORE DUARTION DIVERSIFIED INCOME FUND | ||||
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: | Eaton Vance Management, As Investment Advisor | |||
By: | /S/ MICHAEL B. BOTTHOF | |||
Name: | Michael B. Botthof | |||
Title: | Vice President |
LENDERS | ||||
AMMC CDO II, LIMITED | ||||
By: | American Money Management Corp., as Collateral Manager | |||
By: | /S/ CHESTER M. ENG | |||
Name: | Chester M. Eng | |||
Title: | Senior Vice President |
LENDERS | ||||
AMMC CDO II, LIMITED | ||||
By: | American Money Management Corp., as Collateral Manager | |||
By: | /S/ CHESTER M. ENG | |||
Name: | Chester M. Eng | |||
Title: | Senior Vice President |
LENDERS | ||||
LANDMARK CDO LIMITED | ||||
By | Aladdin Capital Management LLC as Manager | |||
By: | /S/ CHRISTINE M. BARTO | |||
Name: | Christine M. Barto | |||
Title: | Authorized Signatory |
LENDERS | ||||
LANDMARK II CDO LIMITED | ||||
By | Aladdin Capital Management LLC as Manager | |||
By: | /S/ CHRISTINE M. BARTO | |||
Name: | Christine M. Barto | |||
Title: | Authorized Signatory |
LENDERS | ||||
LANDMARK IV CDO LIMITED | ||||
By | Aladdin Capital Management LLC as Manager | |||
By: | /S/ CHRISTINE M. BARTO | |||
Name: | Christine M. Barto | |||
Title: | Authorized Signatory |
PUTNAM FLOATING RATE INCOME FUND | ||
/S/ BETH MAZOR | ||
By: | Beth Mazor | |
Title: | V.P. |
BOSTON HARBOR CLO 2004-1, Ltd. | ||
/S/ BETH MAZOR | ||
By: | Beth Mazor | |
Title: | V.P. |
PUTNAM VARIABLE TRUST PVT HIGH YIELD FUND | ||
/S/ BETH MAZOR | ||
By: | Beth Mazor | |
Title: | V.P. |
PUTNAM HIGH YIELD ADVANTAGE FUND | ||
/S/ BETH MAZOR | ||
By: | Beth Mazor | |
Title: | V.P. |
PUTNAM HIGH YIELD TRUST | ||
/S/ BETH MAZOR | ||
By: | Beth Mazor | |
Title: | V.P. |
PUTNAM DIVERSIFIED INCOME TRUST | ||
/S/ BETH MAZOR | ||
By: | Beth Mazor | |
Title: | V.P. |
PUTNAM MASTER INTERMEDIATE INCOME TRUST | ||
/S/ BETH MAZOR | ||
By: | Beth Mazor | |
Title: | V.P. |
PUTNAM PREMIER INCOME TRUST | ||
/S/ BETH MAZOR | ||
By: | Beth Mazor | |
Title: | V.P. |
PUTNAM VARIABLE TRUST PVT DIVERSIFIED INCOME FUND | ||
/S/ BETH MAZOR | ||
By: | Beth Mazor | |
Title: | V.P. |
LENDERS | ||||
Floating Rate Income Strategies Fund, Inc. | ||||
By: | /s/ Illegible |
DEBT STRATEGIES FUND, INC. | ||||
By: | /s/ Illegible |
Merrill Lynch Global Investment Series: Income Strategies Portfolio | ||||
By: | Merrill Lynch Investment Managers, L.P. as Investment Advisor | |||
By: | /s/ Illegible |
SENIOR HIGH INCOME PORTFOLIO, INC. | ||||
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 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 | ||||
JUPITER LOAN FUNDING LLC | ||||
By: | /S/ M. CRISTINA HIGGINS | |||
Name: | M. Cristina Higgins | |||
Title: | Assistant Vice President |
LENDERS | ||||
FRANKLIN CLO IV, LIMITED | ||||
By: | /S/ DAVID ARDINI | |||
Name: | David Ardini | |||
Title: | Vice President |
CONFIDENTIAL-FOR FRDG USE ONLY
LENDERS | ||||
FRANKLIN CLO V, LTD. | ||||
By: | /S/ DAVID ARDINI | |||
Name: | David Ardini | |||
Title: | Vice President |
CONFIDENTIAL-FOR FRDG USE ONLY
LENDERS | ||||
Franklin CLO II, Limited | ||||
By: | /S/ DAVID ARDINI | |||
Name: | David Ardini | |||
Title: | Vice President |
CONFIDENTIAL-FOR FRDG USE ONLY
LENDERS | ||||
Franklin CLO I, Limited | ||||
By: | /S/ DAVID ARDINI | |||
Name: | David Ardini | |||
Title: | Vice President |
CONFIDENTIAL-FOR FRDG USE ONLY
LENDERS | ||||
Franklin Floating Rate Master Series | ||||
By: | /S/ RICHARD HSU | |||
Name: | Richard Hsu | |||
Title: | Vice President |
CONFIDENTIAL-FOR FRDG USE ONLY
LENDERS | ||||
FRANKLIN FLOATING RATE DAILY ACCESS FUND | ||||
By: | /S/ RICHARD HSU | |||
Name: | Richard Hsu | |||
Title: | Vice President |
CONFIDENTIAL-FOR FRDG USE ONLY
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 | ||||
EAGLE CREEK CLO, Ltd. | ||||
By: | /s/ THOMAS N. DAVIS | |||
Name: | Thomas N. Davis | |||
Title: | Authorized Signer |
LENDERS | ||||
JUPITER LOAN FUNDING LLC | ||||
By: | /s/ M. CRISTINA HIGGINS | |||
Name: | M. Cristina Higgins | |||
Title: | Assistant Vice President |
LENDERS | ||||
BABSON CLO LTD 2003-I | ||||
BABSON CLO LTD 2004-I | ||||
ELC (CAYMAN) LTD. 1999-II | ||||
By: | Babson Capital Management LLC as Collateral Manager | |||
By: | /s/ MARCUS SOWELL | |||
Name: | Marcus Sowell | |||
Title: | Managing Director |
LENDERS | ||||
CANADIAN IMPERIAL BANK OF COMMERCE | ||||
By: | /s/ JOHN ODOWD | |||
Name: | John ODowd | |||
Title: | Authorized Signatory | |||
By: | /s/ Illegible | |||
Name: | [TO COME] | |||
Title: | Authorized Signatory |
LENDERS | ||||
OAK HILL SECURITIES FUND, L.P. | ||||
By: | Oak Hill Securities GenPar, L.P. its General Partner | |||
By: | Oak Hill Securities MGP, Inc., its General Partner | |||
By: | /s/ SCOTT D. KRASE | |||
Name: | Scott D. Krase | |||
Title: | Vice President | |||
OAK HILL SECURITIES FUND II, L.P. | ||||
By: | Oak Hill Securities GenPar II, L.P. its General Partner | |||
By: | Oak Hill Securities MGP II, Inc., its General Partner | |||
By: | /s/ SCOTT D. KRASE | |||
Name: | Scott D. Krase | |||
Title: | Vice President | |||
OAK HILL CREDIT PARTNERS I, LIMITED | ||||
By: | Oak Hill CLO Management I, LLC As Investment Manager | |||
By: | /s/ SCOTT D. KRASE | |||
Name: | Scott D. Krase | |||
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 | ||||
HARBOUR TOWN FUNDING LLC | ||||
By: | /s/ M. CRISTINA HIGGINS | |||
Name: | M. Cristina Higgins | |||
Title: | Assistant Vice President |
LENDERS | ||||
OAK HILL SECURITIES FUND, L.P. | ||||
By: | Oak Hill Securities GenPar, L.P. its General Partner | |||
By: | Oak Hill Securities MGP, Inc., its General Partner | |||
By: | /s/ SCOTT D. KRASE | |||
Name: | Scott D. Krase | |||
Title: | Vice President | |||
OAK HILL SECURITIES FUND II, L.P. | ||||
By: | Oak Hill Securities GenPar II, L.P. its General Partner | |||
By: | Oak Hill Securities MGP II, Inc., its General Partner | |||
By: | /s/ SCOTT D. KRASE | |||
Name: | Scott D. Krase | |||
Title: | Vice President | |||
OAK HILL CREDIT PARTNERS I, LIMITED | ||||
By: | Oak Hill CLO Management I, LLC As Investment Manager | |||
By: | /s/ SCOTT D. KRASE | |||
Name: | Scott D. Krase | |||
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 | ||
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 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 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 | ||||
Sankaty Advisors, LLC as Collateral Manager for Prospect Funding I, | ||||
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 - | ||||
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, | ||||
By: | /s/ DIANE J. EXTER | |||
Name: | Diane J. Exter | |||
Title: | Managing Director | |||
Portfolio Manager |
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 | ||||
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 | ||||
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 | ||||
CHARTER VIEW PORTFOLIO | ||||
By: | INVESCO Senior Secured Management, Inc. As Investment Advisor | |||
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 | ||||
AIM FLOATING RATE FUND | ||||
By: | INVESCO Senior Secured Management, Inc. As Sub-Advisor | |||
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 | ||||
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 | ||||
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 the Asset Manager | |||
By: | /s/ KAREN S. KLAPPER | |||
Name: | Karen S. Klapper | |||
Title: | Authorized Signatory |
LENDERS | ||||
Centurion CDO II, Ltd. | ||||
By: | RiverSource Investment, LLC as Collateral Manager | |||
By: | /s/ ROBIN C STANCIL | |||
Name: | Robin C Stancil | |||
Title: | Supervisor - Fixed Income |
LENDERS | ||||
Centurion CDO III, Ltd. | ||||
By: | RiverSource Investment, LLC as Collateral Manager | |||
By: | /s/ ROBIN C STANCIL | |||
Name: | Robin C Stancil | |||
Title: | Supervisor - Fixed Income |
LENDERS | ||||
Centurion CDO VI, Ltd. | ||||
By: | RiverSource Investment, LLC as Collateral Manager | |||
By: | /s/ ROBIN C STANCIL | |||
Name: | Robin C Stancil | |||
Title: | Supervisor - Fixed Income |
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 8, Limited | ||||
By: | RiverSource Investments, LLC as Collateral Manager | |||
By: | /s/ ROBIN C STANCIL | |||
Name: | Robin C Stancil | |||
Title: | Supervisor - Fixed Income |
LENDERS | ||||
Centurion CDO 9, Limited | ||||
By: | RiverSource Investments, LLC as Collateral Manager | |||
By: | /s/ ROBIN C STANCIL | |||
Name: | Robin C Stancil | |||
Title: | Supervisor - Fixed Income |
LENDERS | ||||
Cent CDO 10, Limited | ||||
By: | RiverSource Investments, LLC as Collateral Manager | |||
By: | /s/ ROBIN C STANCIL | |||
Name: | Robin C Stancil | |||
Title: | Supervisor - Fixed Income |
LENDERS | ||||
Cent CDO XI, Limited | ||||
By: | RiverSource Investments, LLC as Collateral Manager | |||
By: | /s/ ROBIN C STANCIL | |||
Name: | Robin C Stancil | |||
Title: | Supervisor - Fixed Income |
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 | ||||
Ameriprise Certificate Company | ||||
By: | RiverSource Investments, LLC as Collateral Manager | |||
By: | /S/ YVONNE E. STEVENS | |||
Name: | Yvonne E. Stevens | |||
Title: | Senior Managing Director |
LENDERS | ||||
IDS Life Insurance Company | ||||
By: | RiverSource Investments, LLC as Collateral Manager | |||
By: | /S/ YVONNE E. STEVENS | |||
Name: | Yvonne E. Stevens | |||
Title: | Senior Managing Director |
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 | ||||
Airlie CBNA Loan Funding LLC, for itself or as agent for Airlie CFPI Loan Funding LLC | ||||
By: | /S/ BEATA KONOPKO | |||
Name: | Beata Konopko | |||
Title: | As attorney in fact |
LENDERS | ||||
Bedford CDO, Limited | ||||
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 | ||||
PIMCO Floating Rate Income Fund | ||||
By: | Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO | |||
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 |