SIXTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT

Contract Categories: Business Finance - Loan Agreements
EX-4.2 3 dex42.htm SIXTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT 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 Borrower’s 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 O’DOWD        
 

Name:

  John O’Dowd
 

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,
LLC 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, 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
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