Exhibit 10.7


 


EXECUTION COPY


 


AMENDMENT NO. 4 TO CREDIT AGREEMENT


 


THIS AMENDMENT
NO. 4 TO CREDIT AGREEMENT (this “Agreement”), dated as of March 22,
2006, is made by and among Great Lakes Dredge & Dock Corporation (the “Borrower”),
GLDD Acquisitions Corp. (“Holdings”), the other “Loan Parties” from time
to time party to the Credit Agreement referred to and defined below (together
with Holdings and the Borrower, the “Loan Parties”), the financial
institutions from time to time party to such Credit Agreement referred to and
defined below (collectively, the “Lenders”) and Bank of America, N.A.,
as issuer of the Letters of Credit (in such capacity, the “Issuing Lender”)
and as representative of the Lenders (in such capacity, the “Administrative
Agent”). Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement referred
to and defined below.


 


W I T N E S S E T H:


 


WHEREAS, the
Borrower, the other Loan Parties, the Lenders, the Administrative Agent and the
Issuing Lender have entered into that certain Credit Agreement dated as of
December 22, 2003 (as amended, supplemented or otherwise modified prior to the
date hereof, the “Credit Agreement”), pursuant to which, among other
things, the Lenders have agreed to provide, subject to the terms and conditions
contained therein, certain loans and other financial accommodations to the
Borrower; and


 


WHEREAS, the
Borrower has requested that the Administrative Agent and the Lenders amend the
Credit Agreement and, subject to the terms and conditions of this Agreement,
the Administrative Agent and the Lenders hereby agree to amend the Credit
Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing premises, the terms and conditions
stated herein and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the Borrower, the other Loan Parties, the
Lenders and the Administrative Agent, such parties hereby agree as follows:


 


1.             Amendments to Credit Agreement.
Subject to the satisfaction of each of the conditions set forth in Section 2
of this Agreement, the Credit Agreement is hereby amended as follows:


 


(a)           Section
2.1.1 of the Credit Agreement is hereby amended to amend and restate the
proviso set forth in the third sentence of such section in its entirety as
follows:


 


provided, however
that (a) the aggregate principal amount of all Revolving Loans which any Lender
shall be committed to have outstanding hereunder shall not at any time exceed
the product of (i) such Lender’s Revolving Credit Percentage multiplied by the
Availability, and (b) the aggregate principal amount of all Revolving Loans
which the Lenders shall be committed to have outstanding hereunder shall not at
any time exceed the Availability.


 

















 


(b)           Section
2.8.1(g) of the Credit Agreement is hereby amended to amend and restate clause
(i) of such section in its entirety as follows:


 


(i) prevent the aggregate outstanding
principal amount of all Revolving Loans from exceeding the Availability,


 


(c)           Section
4.2(a)(iii) of the Credit Agreement is hereby amended and restated as follows:


 


(iii) (A) Revolving Loans outstanding plus
Letter of Credit Obligations shall not exceed the Revolving Commitment Amount,
both before and after giving effect to such Revolving Loan and/or Letter of
Credit and (B) in the case of the issuance of a Letter of Credit, the Letter of
Credit Obligations shall not exceed the Letter of Credit Availability, both
before and after giving effect to such Letter of Credit.


 


(d)           Section
6.3(b) of the Credit Agreement is hereby amended and restated in its entirety
as follows:


 


(b) Maximum Total Leverage.


 


(i)           Before
the occurrence of a Financial Covenant Restoration Date, the Borrower and its
consolidated Subsidiaries shall not permit the ratio (the “Total Leverage
Ratio”) of (i) the aggregate unpaid principal amount of Total Funded Debt
as of the last day of any Fiscal Quarter ending during the periods described
below to (ii) Adjusted Consolidated EBITDA for the four (4) consecutive Fiscal
Quarter period ending as of such date, to exceed the corresponding ratio set
forth below opposite such period:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
  January
  1, 2004 through and including March 31, 2006

  	
   

  	
  5.75 to
  1.00

  	
   

  
	
  April 1,
  2006 through and including September 30, 2006

  	
   

  	
  5.50 to
  1.00

  	
   

  
	
  October
  1, 2006 through and including March 31, 2007

  	
   

  	
  5.25 to
  1.00

  	
   

  
	
  April 1,
  2007 through and including September 30, 2007

  	
   

  	
  5.00 to
  1.00

  	
   

  
	
  October
  1, 2007 through and including December 31, 2007

  	
   

  	
  4.75 to
  1.00

  	
   

  
	
  January
  1, 2008 through and including December 31, 2008

  	
   

  	
  4.50 to
  1.00

  	
   

  
	
  January
  1, 2009 through and including December 31, 2009

  	
   

  	
  4.00 to
  1.00

  	
   

  
	
  January
  1, 2010 and thereafter

  	
   

  	
  3.50 to
  1.00

  	
   

  



 


(ii)            From
and after the occurrence of a Financial Covenant Restoration Date, the Borrower
and its consolidated Subsidiaries shall not permit the Total Leverage Ratio as
of the last day of any four (4) consecutive Fiscal Quarter period ending during
the periods described below, to exceed the corresponding ratio set forth below
opposite such period:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
  January
  1, 2004 through and including December 31, 2004

  	
   

  	
  5.75 to
  1.00

  	
   

  
	
  January
  1, 2005 through and including December 31, 2005

  	
   

  	
  5.50 to
  1.00

  	
   

  
	
  January
  1, 2006 through and including December 31, 2006

  	
   

  	
  5.00 to
  1.00

  	
   

  
	
  January
  1, 2007 through and including December 31, 2007

  	
   

  	
  4.75 to
  1.00

  	
   

  
	
  January
  1, 2008 through and including December 31, 2008

  	
   

  	
  4.50 to
  1.00

  	
   

  
	
  January
  1, 2009 through and including December 31, 2009

  	
   

  	
  4.00 to
  1.00

  	
   

  
	
  January
  1, 2010 and thereafter

  	
   

  	
  3.50 to
  1.00

  	
   

  



 


2

















 


(e)           Section
6.3(d) of the Credit Agreement is hereby amended and restated in its entirety
as follows:


 


(d)          Interest
Coverage Ratio.


 


(i) Before the occurrence of a Financial
Covenant Restoration Date, the Borrower and its consolidated Subsidiaries shall
not permit the ratio (the “Interest Coverage Ratio”) of
(i) Adjusted Consolidated EBITDA for any four (4) consecutive Fiscal
Quarter period ending as of the last day of any Fiscal Quarter ending during
the periods described below to (ii) Interest Expense for such period
ending as of such date, to be less than the corresponding ratio set forth below
opposite such period:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
  October
  1, 2004 through and including December 31, 2004

  	
   

  	
  1.50 to
  1.00

  	
   

  
	
  January
  1, 2005 through and including March 31, 2005

  	
   

  	
  1.20 to
  1.00

  	
   

  
	
  April 1,
  2005 through and including June 30, 2005

  	
   

  	
  1.35 to
  1.00

  	
   

  
	
  July 1,
  2005 through and including September 30, 2005

  	
   

  	
  1.60 to
  1.00

  	
   

  
	
  October
  1, 2005 through and including December 31, 2005

  	
   

  	
  1.80 to
  1.00

  	
   

  
	
  January
  1, 2006 through and including December 31, 2006

  	
   

  	
  2.00 to
  1.00

  	
   

  
	
  January
  1, 2007 through and including December 31, 2008

  	
   

  	
  2.25 to
  1.00

  	
   

  
	
  January
  1, 2009 through and thereafter

  	
   

  	
  2.50 to
  1.00

  	
   

  



 


(ii) 
From and after the occurrence of a Financial Covenant Restoration Date,
the Borrower and its consolidated Subsidiaries shall not permit the Interest
Coverage Ratio for any four (4) consecutive Fiscal Quarter periods ending
during the periods described below to be less than the corresponding ratio set
forth below opposite such period:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
  December 31, 2003 through and including
  December 31, 2004

  	
   

  	
  1.75 to 1.00

  	
   

  
	
  January 1, 2005 through and including
  December 31, 2005

  	
   

  	
  2.00 to 1.00

  	
   

  
	
  January 1, 2006 through and including
  December 31, 2006

  	
   

  	
  2.00 to 1.00

  	
   

  
	
  January 1, 2007 through and including
  December 31, 2008

  	
   

  	
  2.25 to 1.00

  	
   

  
	
  January 1, 2009 through and thereafter

  	
   

  	
  2.50 to 1.00

  	
   

  



 


(f)            Section
6.3(e) of the Credit Agreement is hereby deleted in its entirety.


 


(g)           Section
6.4(m) of the Credit Agreement is hereby amended to delete the text of such
section in its entirety and to replace such text with the word “RESERVED.”


 


(h)           Schedule
I to the Credit Agreement is hereby amended as follows:


 


3

















 


(i) to amend and restate, in its entirety, the definition of “Availability”
set forth therein as follows:


 


“Availability” means, at any time, an
amount (determined on a Dollar equivalent basis) equal to the Revolving
Commitment Amount then in effect minus the outstanding Letter of Credit
Obligations.;


 


(ii) to amend the definition of “Letter of Credit Availability” to
delete the reference to “minus the Availability Block” appearing in
clause (a) of such definition in its entirety.


 


(iii) to amend and restate, in its entirety, the definition of “Letter
of Credit Sublimit” set forth therein as follows:


 


“Letter of Credit Sublimit” means
$45,000,000.; and


 


(iv) to delete the following definitions in their entirety:


 


“Availability
Block”


“Availability
Restoration Date”


“Audit Amount”


“Reallocation
Date”


“Second
Amendment Effective Date”


“Working
Capital Sublimit”


 


2.             Effectiveness of this Agreement;
Conditions Precedent. The provisions of Section 1 of this Agreement
shall be deemed to have become effective as of the date first written above
(the “Effective Date”), but such effectiveness shall be expressly
conditioned upon the Administrative Agent’s receipt of each of the following,
in each case in form, substance and scope reasonably acceptable to the
Administrative Agent:


 


(a)           executed
counterparts of this Agreement executed by Authorized Officers of the Borrower
and the other Loan Parties, and by duly authorized officers of the Majority
Lenders; and


 


(b)           payment
in full from the Borrower, in immediately available funds, of an amendment fee
payable to each Lender (each, a “Consenting Lender”) executing and
delivering a counterpart signature page to this Agreement on or before 1:00
p.m. (Chicago, Illinois time) on March 16, 2006 in an amount equal to 0.05% of
the sum of such Lender’s Revolving Commitment, plus the outstanding
principal balance of such Lender’s Tranche B Term Loan (the “Amendment Fee”).


 


3.             Representations, Warranties and
Covenants.


 


(a)           The
Borrower and each other Loan Party hereby represents and warrants that this
Agreement and the Credit Agreement as amended hereby (collectively, the “Amendment
Documents”) constitute legal, valid and binding obligations of the Borrower
and the other Loan 


 


4

















 


Parties enforceable against the Borrower and
the other Loan Parties in accordance with their terms.


 


(b)           The
Borrower and each other Loan Party hereby represents and warrants that (i) its
execution, delivery and performance of this Agreement and the Credit Agreement
have been duly authorized by all proper corporate or limited liability company
action, do not violate any provision of its organizational documents, will not
violate any law, regulation, court order or writ applicable to it, and will not
require the approval or consent of any governmental agency, or of any other
third party under the terms of any contract or agreement to which it or any of
its Affiliates is bound (which has not been previously obtained), including
without limitation, the Note Indenture and the Bonding Agreement and (ii) after
giving effect to the amendments contemplated by Section 1 of this
Agreement, all Obligations will constitute, and if the full amount of the
Revolving Commitment were utilized by the Borrower all Obligations arising with
respect thereto would constitute, “Permitted Debt” under and as defined in
Section 4.09 of the Note Indenture.


 


(c)           The
Borrower and each other Loan Party hereby represents and warrants that, both
before and after giving effect to the provisions of this Agreement, (i) no
Default or Event of Default has occurred and is continuing or will have
occurred and be continuing and (ii) all of the representations and warranties
of the Borrower and each other Loan Party contained in the Credit Agreement and
in each other Loan Document (other than representations and warranties which,
in accordance with their express terms, are made only as of an earlier
specified date) are, and will be, true and correct as of the date of its
execution and delivery hereof or thereof in all material respects as though
made on and as of such date.


 


(d)           The
Borrower hereby agrees to pay the Amendment Fee to the Administrative Agent for
the benefit of the Consenting Lenders, upon the Borrower’s execution and
delivery hereof.


 


4.             Reaffirmation, Ratification and
Acknowledgment. The Borrower and each other Loan Party hereby (a) ratifies
and reaffirms all of its payment and performance obligations, contingent or
otherwise, and each grant of security interests and liens in favor of the
Administrative Agent, under each Loan Document to which it is a party, (b)
agrees and acknowledges that such ratification and reaffirmation is not a
condition to the continued effectiveness of such Loan Documents and (c) agrees
that neither such ratification and reaffirmation, nor the Administrative Agent’s,
or any Lender’s solicitation of such ratification and reaffirmation,
constitutes a course of dealing giving rise to any obligation or condition
requiring a similar or any other ratification or reaffirmation from the Borrower
or such other Loan Parties with respect to any subsequent modifications to the
Credit Agreement or the other Loan Documents. As modified hereby, the Credit
Agreement is in all respects ratified and confirmed, and the Credit Agreement
as so modified by this Agreement shall be read, taken and so construed as one
and the same instrument. Each of the Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed. Neither the execution,
delivery nor effectiveness of this Agreement shall operate as a waiver of any
right, power or remedy of the Administrative Agent or the Lenders, or of any
Default or Event of Default (whether or not known to the Administrative Agent
or the Lenders), under any of the Loan Documents. This 


 


5

















 


Agreement and each of the other Amendment
Documents shall constitute Loan Documents for purposes of the Credit Agreement.


 


5.             Governing Law. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES (OTHER
THAN THE PROVISIONS OF 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).


 


6.             Administrative Agent’s Expenses.
The Borrower hereby agrees to promptly reimburse the Administrative Agent for
all of the reasonable out-of-pocket expenses, including, without limitation,
attorneys’ and paralegals’ fees, it has heretofore or hereafter incurred or
incurs in connection with the preparation, negotiation and execution of this
Agreement and the other documents, agreements and instruments contemplated
hereby.


 


7.             Counterparts. This Agreement
may be executed in counterparts, each of which shall be an original and all of
which together shall constitute one and the same agreement among the parties.


 


* * * *


 


6

















 


EXECUTION COPY


 


IN WITNESS
WHEREOF, this Agreement has been duly executed as of the day and year first
above written.


 


 


	
   

  	
  GREAT LAKES DREDGE & DOCK 

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
  Name: 

  	
  Deborah A. Wensel

  	
   

  
	
   

  	
  Title: 

  	
  Sr. Vice President and CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GLDD ACQUISITIONS CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
  Name: 

  	
  Deborah A. Wensel

  	
   

  
	
   

  	
  Title: 

  	
  Sr. Vice President and CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREAT LAKES DREDGE & DOCK

  	
   

  
	
   

  	
  COMPANY, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
  Name: 

  	
  Deborah A. Wensel

  	
   

  
	
   

  	
  Title: 

  	
  Sr. Vice President and CFO

  	
   

  
								



 

















 


	
   

  	
  GREAT LAKES CARIBBEAN DREDGING, 

  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
  Name: 

  	
  Deborah A. Wensel

  	
   

  
	
   

  	
  Title:  

  	
  Sr. Vice President and CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DAWSON MARINE SERVICES COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
  Name: 

  	
  Deborah A. Wensel

  	
   

  
	
   

  	
  Title:  

  	
  Sr. Vice President and CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FIFTY-THREE DREDGING CORPORATION

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul E. Dinquel

  	
   

  
	
   

  	
  Name: 

  	
  Paul E. Dinquel

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NORTH AMERICAN SITE DEVELOPERS, 

  INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
  Name: 

  	
  Deborah A. Wensel

  	
   

  
	
   

  	
  Title:  

  	
  Sr. Vice President and CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JDC SOIL MANAGEMENT & 

  	
   

  
	
   

  	
  DEVELOPMENT INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
  Name: 

  	
  Deborah A. Wensel

  	
   

  
	
   

  	
  Title:  

  	
  Sr. Vice President and CFO

  	
   

  
								



 

















 


	
   

  	
  BANK OF AMERICA, N.A., as Administrative 

  	
   

  
	
   

  	
  Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Folino

  	
   

  
	
   

  	
  Name: Paul Folino

  
	
   

  	
  Title:  Assistant Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as a Lender and 

  	
   

  
	
   

  	
  as Issuing Bank

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald Prince

  	
   

  
	
   

  	
  Name: Ronald Prince

  
	
   

  	
  Title: Senior Vice President

  	
   

  
							



 

















 


	
   

  	
  CREDIT SUISSE, Cayman Islands Branch 

  (formerly known as Credit Suisse First Boston), as a 

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas Cantello

  	
   

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gregory S. Richards

  	
   

  
	
   

  	
  Title:  Associate

  
					



 

















 


	
   

  	
  MASTER SENIOR FLOATING RATE FUND, as a 

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Illegible

  	
   

  
	
   

  	
  Title: No Title 

  



 

















 


	
   

  	
  DRYDEN V LEVERAGED LOAN CDO 2003, as a 

  Lender

  
	
   

  	
   

  
	
   

  	
  By: Prudential Investment Management, its 

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Stephen J. Collins

  	
   

  
	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  ING SENIOR INCOME FUND, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:  ING Investment Management
  Co., as its 

  investment manager

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Theodore M. Harry

  	
   

  
	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION, as 

  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Illegible

  	
   

  
	
   

  	
  Title:  Senior Vice President

  



 

















 


	
   

  	
  LEHMAN COMMERCIAL PAPER INC. and its 

  affiliates, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Illegible

  	
   

  
	
   

  	
  Title:  Vice President

  



 

















 


	
   

  	
  NATIONAL CITY BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Illegible

  	
   

  
	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  THE NORTHERN TRUST COMPANY, as a 

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Illegible

  	
   

  
	
   

  	
  Title: Commercial Banking officer

  



 

















 


	
   

  	
  OAK BROOK BANK- OAK BROOK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Henry Wessel

  	
   

  
	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  WELLS FARGO BANK, NATIONAL 

  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Illegible

  	
   

  
	
   

  	
  Title:  Vice President

  



 

















 


	
   

  	
  UBS AG, STAMFORD BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Irja R. Otsa

  	
   

  
	
   

  	
  Title:  Associate Director,
  Banking Products 

  
	
   

  	
  Services, US

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Toba Lumbantobing

  	
   

  
	
   

  	
  Title: Associate Director, Banking Products 

  
	
   

  	
  Services, US

  
					



 

















 


	
   

  	
  VAN KAMPEN SENIOR INCOME TRUST

  
	
   

  	
  By:  Van Kampen Investment
  Advisory Corp, as

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Robert P. Drobny

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  VAN KAMPEN SENIOR LOAN FUND

  
	
   

  	
  By:  Van Kampen Investment
  Advisory Corp, as 

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Robert P. Drobny

  	
   

  
	
   

  	
  Title: Vice President