AMENDMENT NO. 13 TO AND WAIVER UNDER THE CREDIT AGREEMENT
Exhibit 4.1
AMENDMENT NO. 13 TO AND WAIVER UNDER
THE CREDIT AGREEMENT
Dated as of March 30, 2006
AMENDMENT NO. 13 TO AND WAIVER UNDER THE CREDIT AGREEMENT, dated as of March 30, 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.
WITNESSETH:
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 and Amendment No. 12 and Waiver thereto dated as of November 14, 2005, 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 adding the following clause (r) at the end thereof:
“(r) On or prior to April 17, 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).”
(b) Section 5.02(a)(viii) is amended by deleting the word “Domestic” where it appears in the term “Domestic Subsidiary” therein and by inserting the phrase “or its equivalent in another currency” immediately after the phrase “do not exceed U.S.$50,000,000”.
(c) Section 5.02(g)(ii) is amended by inserting the parenthetical “(A)” between the phrases “the Person receiving any cash in connection with such Restricted Payment is” and “the U.S. Borrower or any of its Subsidiaries” and by adding the phrase “or (B) any other Person that is an equity holder of such Subsidiary, provided that any Restricted Payments made pursuant to this clause 5.02(g)(ii)(B) shall not, in the aggregate, exceed U.S.$5,000,000 or its equivalent in another currency” immediately after the phrase “the U.S. Borrower or any of its Subsidiaries”.
(d) Section 5.03(b) is amended by inserting the parenthetical “(or, if the U.S. Borrower files a Form 12b-25 with the Securities and Exchange Commission no later than the 91st day after the end of such Fiscal Year relating to the filing of its annual report on Form 10-K for such Fiscal Year, 105 days)” immediately after the phrase “As soon as possible and in any event within 90 days after the end of each Fiscal Year” where it appears in the first sentence thereof.
(e) Section 5.03(c) is amended by inserting the parenthetical “(or, if the U.S. Borrower files a Form 12b-25 with the Securities and Exchange Commission no later than the 46th day after the end of a fiscal quarter relating to the filing of its quarterly report on Form 10-Q for such fiscal quarter, 50 days)” immediately after the phrase “As soon as possible and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year” where it appears in the first sentence thereof.
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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), 3.01(a)(vi), 3.01(c), 3.01(e), 3.01(i), 3.02, 4.01(g), 4.01(h), 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.
SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the date 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 March 29, 2006, a fee equal to 0.05% 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.
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(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.
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
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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 and President | |||
| MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent | ||||
| By: | /s/ EUGENE MARTIN | |||
| Name: | Eugene Martin | |||
| Title: | Managing Director | |||
| MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent | ||||
| By: | /s/ EUGENE MARTIN | |||
| Name: | Eugene Martin | |||
| Title: | Managing Director | |||
EXHIBIT A TO AMENDMENT NO. 13
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 and Amendment No. 12 and Waiver thereto dated as of November 14, 2005 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. 13 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. 13 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 and President | |||
| DRESSER INTERNATIONAL, INC. | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer and President | |||
| DRESSER RE, INC. | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer and President | |||
| DRESSER RUSSIA, INC. | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer and President | |||
| LVF HOLDING CORPORATION | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer and President | |||
| DRESSER ENTECH, INC. | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer and President | |||
| RING-O VALVE, INCORPORATED | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer and President | |||
| DRESSER CHINA, INC. | ||||
| By: | /s/ JOHN P. RYAN | |||
| Name: | John P. Ryan | |||
| Title: | Chief Executive Officer and President | |||
| LENDERS | ||||
| Sankaty Advisors, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ JAMES F. KELLOGG III | |||
| Name: | James F. Kellogg III | |||
| Title: | Managing Director | |||
| LENDERS | ||||
| Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ JAMES F. KELLOGG III | |||
| Name: | James F. Kellogg III | |||
| Title: | Managing Director | |||
| LENDERS | ||
| Columbus Loan Funding Ltd. | ||
| By: | Citigroup Alternative Investments LLC | |
| By: | /s/ JOHN O’CONNELL | |
| Name: | John O’Connell | |
| Title: | Vice President | |
| LENDERS | ||
| Citigroup Investments Corporate Loan Fund Inc. | ||
| By: | Citigroup Alternative Investments LLC | |
| By: | /s/ JOHN O’CONNELL | |
| Name: | John O’Connell | |
| Title: | Vice President | |
| LENDERS | ||||
| FRANKLIN FLOATING RATE DAILY ACCESS FUND | ||||
| [Print Name of Financial Institution] | ||||
| 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.fvfv | ||||
| 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/ JAMES F. KELLOGG III | |||
| Name: | James F. Kellogg III | |||
| Title: | Managing Director | |||
| 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 [Print Name of Financial Institution] | ||||
| By: | /s/ RICHARD W. STEWART | |||
| Name: | Richard W. Stewart | |||
| Title: | Managing Director | |||
| NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER | ||||
| LENDERS | ||||
| Clydesdale CLO 2004, Ltd [Print Name of Financial Institution] | ||||
| By: | /s/ RICHARD W. STEWART | |||
| Name: | Richard W. Stewart | |||
| Title: | Managing Director | |||
| NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER | ||||
| LENDERS | ||
| Trust Company of the West | ||
| [Print Name of Financial Institution] | ||
| VELOCITY CLO, LTD. | ||
| By: | TCW Advisors, Inc., its Collateral Manager | |
| By: | /s/ G. WAYNE HOSANG | |
| Name: | G. Wayne Hosang | |
| Title: | VICE PRESIDENT | |
| By: | /s/ JONATHAN R. INSULL | |
| Name: | Jonathan R. Insull | |
| Title: | Managing Director | |
| LENDERS | ||||
| Katonah II, Ltd. by Sankaty Advisors LLC as Sub-Advisors | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ JAMES F. KELLOGG II | |||
| Name: | James F. Kellogg II | |||
| Title: | Managing Director | |||
| LENDERS | ||||
| MUIRFIELD TRADING LLC | ||||
| By: | /s/ CRISTINA HIGGINS | |||
| Name: | Cristina Higgins | |||
| Title: | Assistant Vice President | |||
| 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 [Print Name of Financial Institution] | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Authorized Agent | |||
| LENDERS | ||||
| Sankaty Advisors, LLC as Collateral [Print Name of Financial Institution] | ||||
| By: | /s/ JAMES F. KELLOGG III | |||
| Name: | James F. Kellogg III | |||
| Title: | Managing Director | |||
| 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 | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Assistant Vice President | |||
| LENDERS | ||||
| Ameriprise Certificate Company By: RiverSource Investments, LLC as Collateral Manager | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ YVONNE E. STEVENS | |||
| Name: | Yvonne E. Stevens | |||
| Title: | Sr. Managing Director | |||
| LENDERS | ||||
| Gale Force 1 CLO, Ltd. | ||||
| By: | GSO Capital Partners LP as Collateral Manager | |||
| By: | /s/ SANJAL BHONSLE | |||
| Name: | Sanjal Bhonsle | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||
| Sequils-Centurion V, Ltd. | ||
| By: | RiverSource Investments, LLC as Collateral Manager | |
| [Print Name of Financial Institution] | ||
| By: | /s/ ROBIN C. STANCIL | |||
| Name: | Robin C. Stancil | |||
| Title: | Supervisor-Fixed Income | |||
| 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/ MARK K OKADA | |||
| Name: | Mark K Okada | |||
| Title: | Executive Vice President 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 | ||||
| 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 | ||||
| Stone Tower CDO 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 | ||||
| ALLIED IRISH BANK PLC, | ||||
| By: | /s/ MARGARET BRENNAN | |||
| Name: | Margaret Brennan | |||
| Title: | Sr. Vice President | |||
| By: | /s/ ROISIN O’CONNELL | |||
| Name: | Roisin O’Connell | |||
| 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 | ||
| SEQUILS-Glace Bay, Ltd. | ||
| By: | GSO Capital Partners LP as Collateral Manager | |
| By: | /s/ SANJAL BHONSLE | |
| Name: | Sanjal Bhonsle | |
| Title: | Authorized Signatory | |
| LENDERS | ||
| HUDSON STRAITS CLO 2004, LTD. | ||
| By: | GSO Capital Partners LP as Collateral Manager | |
| By: | /s/ SANJAL BHONSLE | |
| Name: | Sanjal Bhonsle | |
| Title: | Authorized Signatory | |
| LENDERS | ||
| 280 FUNDING I | ||
| By | GSO Capital Partners LP | |
| By: | /s/ GEORGE FAN | |
| Name: | George Fan | |
| Title: | Authorized Signatory | |
| LENDERS | ||
| FOXE BASIN CLO 2003, LTD. | ||
| By: | GSO Capital Partners LP as Collateral Manager | |
| By: | /s/ SANJAL BHONSLE | |
| Name: | Sanjal Bhonsle | |
| Title: | Authorized Signatory | |
| 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/ MARK OSTERHELD | |||
| Name: | Mark Osterheld | |||
| Title: | Assistant Treasurer | |||
| LENDERS | ||||
| Black Diamond International Funding, Ltd. | ||||
| By: | /s/ ALAN CORKISH | |||
| Name: | Alan Corkish | |||
| Title: | Director | |||
| LENDERS | ||||
| Allstate Life Insurance Company | ||||
| [Print Name of Financial Institution] | ||||
| 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 | ||||
| [Print Name of Financial Institution] | ||||
| 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 | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ CHRIS GOERGEN | |||
| Name: | CHRIS GOERGEN | |||
| Title: | Authorized Signatory | |||
| By: | /s/ BREEGE A. FARRELL | |||
| Name: | Breege A. Farrell | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| Franklin CLO I, Limited | ||||
| By: | /s/ ALEX GUANG YU | |||
| Name: | Alex Guang Yu | |||
| Title: | ||||
| LENDERS | ||||
| LONG LANE MASTER TRUST IV | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Authorized Agent | |||
| LENDERS | ||||
| Nomura Bond & Loan Fund | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ RICHARD W. STEWART | |||
| Name: | Richard W. Stewart | |||
| Title: | Managing Director | |||
| By: | UFJ Trust Bank Limited as Trustee | |||
| By: | Nomura Corporate Research and Asset Management Inc. Attorney in Fact | |||
| LENDERS | ||
| Wrigley CDO, Ltd. | ||
| 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 | ||||||
| Southport CLO, Limited | ||||||
| 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 | ||||||
| DELANO Company | ||||||
| By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||||
| By: | /s/ MOHAN V. PHANSALKAR | |||||
| Mohan V. Phansalkar Managing Director | ||||||
| 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 | ||||
| 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 | ||
| 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 | ||||||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| By: | /s/ COLIN DONLAN | |||
| Name: | Colin Donlan | |||
| Title: | Director | |||
| 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) [Print Name of Financial Institution] | ||||
| By: | /s/ MARILOU R. MCGIRR | |||
| Name: | Marilou R. McGirr | |||
| Title: | Vice President and Treasurer | |||
| LENDERS | ||||
| CONTINENTAL CASUALTY COMPANY [Print Name of Financial Institution] | ||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| 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 | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ BRUCE MARTIN | |||
| Name: | BRUCE MARTIN | |||
| Title: | MANAGING DIRECTOR | |||
| LENDERS | ||||
| NORTHWOODS CAPITAL VI, LIMITED | ||||
| BY: | ANGELO, GORDON & CO., L.P. | |||
| AS COLLATERAL MANAGER | ||||
| [Print Name of Financial Institution] | ||||
| 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 | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| Unknown | ||||
| By: | EATON VANCE MANAGEMENT | |||
| AS INVESTMENT ADVISOR | ||||
| [Print Name of Financial Institution] | ||||
| 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 | ||||
| [Print Name of Financial Institution] | ||||
| 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 | ||||
| [Print Name of Financial Institution] | ||||
| 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 | ||||
| [Print Name of Financial Institution] | ||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| Eaton Vance CDO VIII, Ltd. | ||||
| By: | Eaton Vance Management As Investment Advisor | |||
| [Print Name of Financial Institution] | ||||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| GRAYSON & CO | ||||
| BY: | BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR | |||
| [Print Name of Financial Institution] | ||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| 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 | ||||
| [Print Name of Financial Institution] | ||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| TOLLI & CO. | ||||
| BY: | EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR | |||
| [Print Name of Financial Institution] | ||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| Unknown | ||||
| DIVERSIFIED INCOME FUND | ||||
| BY: | EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR | |||
| [Print Name of Financial Institution] | ||||
| 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 | |||
| [Print Name of Financial Institution] | ||||
| By: | /s/ MICHAEL B. BOTTHOF | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| LENDERS | ||||
| Metlife Insurance & Investment Trust | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ JAMES R. DINGLER | |||
| Name: | James R. Dingler | |||
| Title: | Director | |||
| LENDERS | ||||
| Travelers Insurance Company by By: Metropoliton Life Insurance Company its Investment Manager | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ JAMES R. DINGLER | |||
| Name: | James R. Dingler | |||
| 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 FLOATING RATE INCOME FUND | ||
| /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 | ||||
|
| ||||
| 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 N. PARIS | |||
| Name: | Thomas N. Paris | |||
| Title: | Authorized Signor | |||
| LENDERS | ||||
| DEUTSCHE BANK AG NEW YORK BRANCH | ||||
| By: | DB SERVICES NEW JERSEY, INC. | |||
| By: | /s/ EDWARD SCHAFFER | |||
| Name: | Edward Schaffer | |||
| Title: | Vice President | |||
| By: | /s/ DEIRDRE WHORTON | |||
| Name: | Deirdre Whorton | |||
| Title: | Assistant Vice President | |||
| LENDERS | ||||
| TRANSAMERICA BUSINESS CAPITAL | ||||
| By: | /s/ JEFFREY A. SKINNER | |||
| Name: | Jeffrey A. Skinner | |||
| Title: | Duly Authorized Signatory | |||
| LENDER | ||||
| CELERITY CLO LIMITED | ||||
| By: | TCW Advisors, Inc., as Agent | |||
| By: | /s/ G. WAYNE HOSANG | |||
| G. WAYNE HOSANG | ||||
| Title: | VICE PRESIDENT | |||
| By: | /s/ JONATHAN R. INSULL | |||
| JONATHAN R. INSULL | ||||
| Title: | MANAGING DIRECTOR | |||
| LENDER | ||||
| DARIEN LOAN FUNDING COMPANY | ||||
| By: | TCW Advisors as its Interim | |||
| Interim Collateral Manager | ||||
| By: | /s/ G. WAYNE HOSANG | |||
| Name: | G. WAYNE HOSANG | |||
| Title: | VICE PRESIDENT | |||
| By: | /s/ JONATHAN R. INSULL | |||
| Name: | JONATHAN R. INSULL | |||
| Title: | MANAGING DIRECTOR | |||
| LENDER | ||||
| FIRST 2004-I CLO, LTD. | ||||
| By: | TCW Advisors, Inc., | |||
| its Collateral Manager | ||||
| By: | /s/ G. WAYNE HOSANG | |||
| Name: | G. WAYNE HOSANG | |||
| Title: | VICE PRESIDENT | |||
| By: | /s/ JONATHAN R. INSULL | |||
| Name: | JONATHAN R. INSULL | |||
| Title: | MANAGING DIRECTOR | |||
| LENDER | ||||
| FIRST 2004-II CLO, LTD. | ||||
| By: | TCW Advisors, Inc., | |||
| its Collateral Manager | ||||
| By: | /s/ G. WAYNE HOSANG | |||
| Name: | G. WAYNE HOSANG | |||
| Title: | VICE PRESIDENT | |||
| By: | /s/ JONATHAN R. INSULL | |||
| Name: | JONATHAN R. INSULL | |||
| Title: | MANAGING DIRECTOR | |||
| 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/ G. WAYNE HOSANG | |||
| Name: | G. WAYNE HOSANG | |||
| Title: | VICE PRESIDENT | |||
| By: | /s/ JONATHAN R. INSULL | |||
| Name: | JONATHAN R. INSULL | |||
| Title: | MANAGING DIRECTOR | |||
| LENDER | ||||
| TCW SELECT LOAN FUND, LIMITED | ||||
| By: | TCW Advisors, Inc., as its Collateral Manager | |||
| By: | /s/ G. WAYNE HOSANG | |||
| Name: | G. WAYNE HOSANG | |||
| Title: | VICE PRESIDENT | |||
| By: | /s/ JONATHAN R. INSULL | |||
| Name: | JONATHAN R. INSULL | |||
| Title: | MANAGING DIRECTOR | |||
| LENDERS | ||||
| J.P. Morgan Trust Company (Cayman) Limited, as Trustee for TORAJI TRUST, | ||||
| By: | Its Investment Manager, Citigroup Alternative Investments LLC | |||
| /s/ JOHN O’ CONNELL | ||||
| Name: | John O’ Connell | |||
| Title: | VP | |||
| 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 | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ JAMES F. KELLOGG III | |||
| Name: | JAMES F. KELLOGG III | |||
| Title: | MANAGING DIRECTOR | |||
| LENDERS | ||||
| Sankaty Advisors, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ JAMES F. KELLOGG III | |||
| Name: | JAMES F. KELLOGG III | |||
| Title: | MANAGING DIRECTOR | |||
| LENDERS | ||||
| Sankaty Advisors, Inc., as Collateral Manager for Brant Point CBO 1999-1 LTD., as Term Lender | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ JAMES F. KELLOGG III | |||
| Name: | JAMES F. KELLOGG III | |||
| Title: | MANAGING DIRECTOR | |||
| LENDERS | ||||
| Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ JAMES F. KELLOGG III | |||
| Name: | JAMES F. KELLOGG III | |||
| Title: | MANAGING DIRECTOR | |||
| 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 | ||||
|
| ||||
| [Bushnell CBNA Loan Funding LLC, for itself or as agent for Bushnell CFPI Loan Funding LLC.] | ||||
| By: | /s/ ROY HYKAL | |||
| Name: | ROY HYKAL | |||
| Title: | Attorney-in-fact | |||
| LENDERS | ||||
|
| ||||
| [Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI CFPI Loan Funding LLC.] | ||||
| By: | /s/ ROY HYKAL | |||
| Name: | ROY HYKAL | |||
| Title: | Attorney-in-fact | |||
| 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 | ||||
| STANWICH LOAN FUNDING LLC | ||||
| By: | /s/ M. CRISTINA HIGGINS | |||
| Name: | M. Cristina Higgins | |||
| Title: | Assistant Vice President | |||
| LENDERS | ||||
| NOVA CDO 2001, LTD. | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ DAVID R. SCHMUCK | |||
| Name: | David R. Schmuck | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| NAVIGATOR CDO 2004, LTD. | ||||
| [Print Name of Financial Institution] | ||||
| By: Antares Asset Management Inc., as Agent | ||||
| By: | /s/ DAVID R. SCHMUCK | |||
| Name: | David R. Schmuck | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| Airlie CBNA Loan Funding LLC, for itself or as agent for Airlie CFPI Loan Funding LLC | ||||
| By: | /s/ ROY HYKAL | |||
| Name: | ROY HYKAL | |||
| Title: | Attorney-in-fact | |||
| LENDERS | ||||
| Unknown TSB BANK PLC | ||||
| [Print Name of Financial Institution] | ||||
| By: | /s/ NICHOLAS J. BRUCE | |||
| Name: | VP, Business Support | |||
| Title: | Credit Services B-081 | |||
| /s/ MARTO DAL DUCA | ||||
| Marto Dal Duca | ||||
| Assistant Vice President | ||||
| Risk Management & Business Support | ||||
| D029 | ||||
| LENDERS | ||||
| FRANKLIN CLO V, LTD | ||||
| By: | /s/ ALEX GUANG YU | |||
| Name: | Alex Guang Yu | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| FRANKLIN CLO IV, LIMITED | ||||
| By: | /s/ ALEX GUANG YU | |||
| Name: | Alex Guang Yu | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| Franklin CLO II, Limited | ||||
| By: | /s/ ALEX GUANG YU | |||
| Name: | Alex Guang Yu | |||
| Title: | Authorized Signatory | |||
| LENDERS | ||||
| Franklin Floating Rate Master Series | ||||
| By: | /s/ RICHARD HSU | |||
| Name: | Richard Hsu | |||
| Title: | Vice President | |||
LENDERS
| Longhorn CDO (Cayman) LTD | DEBT STRATEGIES FUND, INC. | |||||||
| By: | Merrill Lynch Investment Managers, L.P. as Collateral Manager | |||||||
| By: | /s/ UNKNOWN | By: | /s/ UNKNOWN | |||||
| Unknown | Unknown | |||||||
| Authorized Signatory | Authorized Signatory | |||||||
| Longhorn CDO III, LTD. | Unknown | |||||||
| By: | Merrill Lynch Investment Managers, L.P. as Collateral Manager | |||||||
| By: | /s/ UNKNOWN | By: | /s/ UNKNOWN | |||||
| Unknown | Unknown | |||||||
| Authorized Signatory | Authorized Signatory | |||||||
| Merrill Lynch Global Investment Series: | Master Senior Floating Rate Trust | |||||||
| Income Strategies Portfolio | ||||||||
| By: | Merrill Lynch Investment Managers, L.P. | By: | /s/ UNKNOWN | |||||
| as Investment Advisor | Unknown Authorized Signatory | |||||||
| By: | /s/ UNKNOWN | |||||||
| Unknown | ||||||||
| Authorized Signatory | ||||||||
| LENDERS | ||||
| Hewett’s Island CDO, Ltd. | ||||
| By: | CypressTree Investment Management Company, Inc., as Portfolio Manager. | |||
| By: | /s/ UNKNOWN | |||
| Name: | ||||
| Title: | ||||
| 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/ PAGE DILLEHUNT | |||
| Name: | Page Dillehunt | |||
| Title: | Managing Director | |||
| By: | /s/ MICHAEL WILLIS | |||
| Name: | Michael Willis | |||
| Title: | Vice President | |||
| LENDERS | ||||
| CREDIT SUISSE NEW YORK BRANCH | ||||
| By: | /s/ DAVID DODD | |||
| Name: | David Dodd | |||
| Title: | Vice President | |||
| By: | /s/ MIKHAIL FAYBUSOVICH | |||
| Name: | Mikhail Faybusovich | |||
| Title: | Associate | |||
| 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 | ||||
|
| ||||
| FORTIS CAPITAL CORP. | ||||
| By: | /s/ UNKNOWN | |||
| Name: | Unknown | |||
| Title: | Unknown | |||
|
| ||||
| FORTIS CAPITAL CORP. | ||||
| By: | /s/ DOUGLAS RIAHI | |||
| Name: | Douglas Riahi | |||
| Title: | Managing Director | |||
| LENDERS: | ||||
| BABSON CLO LTD 2004-I | ||||
| BABSON CLO LTD 2003-I | ||||
| ELC (CAYMAN) LTD. 1999-II | ||||
| BABSON CLO LTD 2005-III | ||||
| SUFFIELD CLO, LIMITED | ||||
| By: Babson Capital Management LLC as Collateral Manager | ||||
| By: | /s/ PAUL THOMPSON | |||
| Name: | Paul Thompson | |||
| Title: | Managing Director | |||
| MAPLEWOOD (CAYMAN) LIMITED | ||||
| By: Babson Capital Management LLC as Investment Manager | ||||
| By: | /s/ PAUL THOMPSON | |||
| Name: | Paul Thompson | |||
| Title: | Managing Director | |||
| NEWTON CDO LTD By: Babson Capital Management LLC as Investment Manager | ||||
| By: | /s/ PAUL THOMPSON | |||
| Name: | Paul Thompson | |||
| Title: | Managing Director | |||
| SIMSBURY CLO, LIMITED By: Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager | ||||
| By: | /s/ PAUL THOMPSON | |||
| Name: | Paul Thompson | |||
| Title: | Managing Director | |||
| 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 | |||
| LENDERS | ||||||
| Credit Industriel et Commercial | ||||||
| [Print Name of Financial Institution] | ||||||
| By: | /s/ ANTHONY ROCK | /s/ SEAN MOUNIER | ||||
| Name: | Anthony Rock | Sean Mounier | ||||
| Title: | Vice President | First Vice President | ||||
| LENDERS | ||||
| Venture V CDO Limited | ||||
| By | its investment advisor, MIX Asset Management LLC | |||
| [Print Name of Financial Institution] | ||||
| By: | /s/ UNKNOWN | |||
| Name: | Unknown | |||
| Title: | Director | |||
| LENDERS | ||||
| Venture III CDO Limited | ||||
| By | its investment advisor, MIX Asset Management LLC | |||
| [Print Name of Financial Institution] | ||||
| By: | /s/ Unknown | |||
| Name: | Unknown | |||
| Title: | Director | |||
| 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 | ||||
| LENDERS | ||||
| Morgan Stanley Senior Funding, Inc. | ||||
| By: | /s/ EUGENE F. MARTIN | |||
| Name: | Eugene F. Martin | |||
| Title: | Vice President | |||
| Morgan Stanley Senior Funding, Inc | ||||
| LENDERS | ||||
| Metropolitan Life Insurance Company | ||||
| By: | /s/ JAMES R. DINGLER | |||
| Name: | James R. Dingler | |||
| Title: | Director | |||
