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                                                                     Exhibit 4.6

                             AMENDMENT NO. 1 TO THE
                                CREDIT AGREEMENT

                                                      Dated as of March 13, 2002

          AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among DRESSER, INC., a
Delaware corporation (the "U.S. BORROWER") and 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"), DEG
ACQUISITIONS, LLC, a limited liability company organized and existing under the
laws of Delaware (the "PARENT"), the Subsidiary Guarantors parties to the Credit
Agreement referred to below (the "SUBSIDIARY GUARANTORS"), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement
referred to below (collectively, the "LENDERS") and MORGAN STANLEY SENIOR
FUNDING, INC., as agent (the "AGENT") for the Lenders.

          PRELIMINARY STATEMENTS:

          (1)  The Borrowers, the Parent, the Subsidiary Guarantors, the
Lenders and the Agent have entered into a Credit Agreement dated as of April 10,
2001 (as amended, supplemented or otherwise modified through the date hereof,
the "CREDIT AGREEMENT"). Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit Agreement.

          (2)  The Borrower and the Required Lenders have agreed to amend the
Credit Agreement as hereinafter set forth.

          SECTION 1.  Amendments to Credit Agreement. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 3, hereby amended as follows:

          (a)  The definitions of "Appropriate Lender", "Defaulted Amount",
     "Equivalent", "Initial Issuing Bank", "Issuing Bank", "Lender Party",
     "Letter of Credit Advance", "Letter of Credit Commitment", "Letter of
     Credit Facility", "Required Lenders", "Termination Date", "Total
     Debt/EBITDA Ratio" and "Unused Revolving Credit Commitment" in Section 1.01
     are amended in full to read as follows:

               '"APPROPRIATE LENDER" means, at any time, with respect to (a) any
          of the Tranche A U.S. Term, Tranche A Euro Term, Tranche B Term or
          Revolving Credit Facilities, a Lender that has a Commitment with
          respect to such Facility at such time, (b) the Swing Line Facility,
          (i) the Swing Line Bank and (ii) if the other Revolving Credit Lenders
          have made Swing Line Advances pursuant to Section 2.02(b) that are
          outstanding at such time, each such other Revolving Credit Lender and
          (c) the Letter of Credit Facility, (i) any Issuing Bank and (ii) if
          the other Revolving Credit Lenders have made Letter of Credit Advances

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          pursuant to Section 2.03(c) that are outstanding at such time, each
          such other Revolving Credit Lender.

               "DEFAULTED AMOUNT" means, with respect to any Lender Party at any
          time, any amount required to be paid by such Lender Party to any Agent
          or any other Lender Party hereunder or under any other Loan Document
          at or prior to such time that has not been so paid as of such time,
          including, without limitation, any amount required to be paid by such
          Lender Party to (a) the Swing Line Bank pursuant to Section 2.02(b) to
          purchase a portion of a Swing Line Advance made by the Swing Line
          Bank, (b) any Issuing Bank pursuant to Section 2.03(c) to purchase a
          portion of a Letter of Credit Advance made by such Issuing Bank, (c)
          the Administrative Agent pursuant to Section 2.02(e) to reimburse the
          Administrative Agent for the amount of any Advance made by the
          Administrative Agent for the account of such Lender Party, (d) any
          other Lender Party pursuant to Section 2.15 to purchase any
          participation in Advances owing to such other Lender Party and (e) any
          Agent or any Issuing Bank to reimburse such Agent or such Issuing Bank
          for such Lender Party's ratable share of any amount required to be
          paid by the Lender Parties to such Agent or such Issuing Bank. In the
          event that a portion of a Defaulted Amount shall be deemed paid
          pursuant to Section 2.15(b), the remaining portion of such Defaulted
          Amount shall be considered a Defaulted Amount originally required to
          be paid hereunder or under any other Loan Document on the same date as
          the Defaulted Amount so deemed paid in part.

               "EQUIVALENT" in Dollars of any Applicable Letter of Credit
          Currency (other than Dollars) on any date means the equivalent in
          Dollars of such Applicable Letter of Credit Currency determined by
          using the quoted spot rate at which the Administrative Agent's
          principal office in New York City offers to exchange Dollars for such
          Applicable Letter of Credit Currency in New York City prior to 4:00
          P.M. (New York City time) (unless otherwise indicated by the terms of
          this Agreement) on such date, and the "EQUIVALENT" in Euros of any
          Dollars means the equivalent in Euros of such Dollars determined by
          using the quoted spot rate at which the Administrative Agent's
          principal office in New York City offers to exchange Euros for Dollars
          in New York City prior to 4:00 P.M. (New York City time) (unless
          otherwise indicated by the terms of this Agreement) on such date.

               "INITIAL ISSUING BANKS" means each bank listed on Schedule I
          hereto that has a Letter of Credit Commitment.

               "ISSUING BANKS" means each Initial Issuing Bank and any other
          financial institution approved as an Issuing Bank by the
          Administrative Agent and any Eligible Assignee to which all or a
          portion of a Letter of Credit Commitment hereunder has been assigned
          pursuant to Section 9.07 so long as such Eligible Assignee expressly
          agrees to perform in accordance with their terms all of the
          obligations that by the terms of this Agreement are required to be
          performed by it as an Issuing Bank and notifies the Administrative
          Agent of its Applicable

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          Lending Office and the amount of its Letter of Credit Commitment
          (which information shall be recorded by the Administrative Agent in
          the Register), for so long as such Initial Issuing Bank, Revolving
          Credit Lender or Eligible Assignee, as the case may be, shall have a
          Letter of Credit Commitment.

               "LENDER PARTY" means any Lender, any Issuing Bank or the Swing
          Line Bank.

               "LETTER OF CREDIT ADVANCE" means an advance made by any Issuing
          Bank or any Revolving Credit Lender pursuant to Section 2.03(c).

               "LETTER OF CREDIT COMMITMENT" means, with respect to any Issuing
          Bank at any time, the amount set forth opposite such Issuing Bank's
          name on Schedule I hereto under the caption "Letter of Credit
          Commitment" or, if such Issuing Bank has entered into one or more
          Assignment and Acceptances, set forth for such Issuing Bank in the
          Register maintained by the Administrative Agent pursuant to Section
          9.07(d) as such Issuing Bank's "Letter of Credit Commitment", as such
          amount may be reduced at or prior to such time pursuant to Section
          2.05.

               "LETTER OF CREDIT FACILITY" means, at any time, an amount equal
          to the lesser of (a) the aggregate amount of the Issuing Banks' Letter
          of Credit Commitments at such time and (b) U.S.$75,000,000, as such
          amount may be reduced at or prior to such time pursuant to Section
          2.05.

               "REQUIRED LENDERS" means, at any time, Lenders owed or holding at
          least a majority in interest of the aggregate principal amount (based,
          in the case of the Tranche A Euro Term Facility, any Letter of Credit
          denominated in an Applicable Letter of Credit Currency other than
          Dollars and any Letter of Credit Advance denominated in an Applicable
          Letter of Credit Currency other than Dollars, on the Equivalent in
          Dollars at such time) of the sum of (a) the aggregate principal amount
          of the Advances outstanding at such time, (b) the aggregate Available
          Amount of all Letters of Credit outstanding at such time, (c) the
          aggregate unused Commitments under all Facilities (other than the
          Revolving Credit Facility, the Swing Line Facility or the Letter of
          Credit Facility) at such time and (d) the aggregate Unused Revolving
          Credit Commitments at such time; provided, however, that, if any
          Lender shall be either (i) a Defaulting Lender or (ii) an Affiliate of
          any Loan Party at such time, there shall be excluded from the
          determination of Required Lenders at such time (A) the aggregate
          principal amount (based, to the extent applicable, on the Equivalent
          in Dollars at such time) of the Advances owing to such Lender (in its
          capacity as a Lender) and outstanding at such time, (B) such Lender's
          Pro Rata share of the aggregate Available Amount of all Letters of
          Credit outstanding at such time, (C) the aggregate unused Commitments
          of such Lender under all Facilities (other than the Revolving Credit
          Facility, the Swing Line Facility or the Letter of Credit Facility) at
          such time and (D) the Unused Revolving Credit Commitment of such
          Lender at such time. For purposes of this definition, the aggregate
          principal amount of Swing Line Advances owing to the Swing Line Bank
          and of Letter of Credit

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          Advances owing to any Issuing Bank and the Available Amount of each
          Letter of Credit shall be considered to be owed to the Revolving
          Credit Lenders ratably in accordance with their respective Revolving
          Credit Commitments.

               "TERMINATION DATE" means the earlier of (a) the date of
          termination in whole of the Revolving Credit Commitments, the Letter
          of Credit Commitments, the Tranche A U.S. Term Commitments, the
          Tranche A Euro Term Commitments and the Tranche B Term Commitments
          pursuant to Section 2.05 or Section 6.01 and (b)(i) for purposes of
          the Revolving Credit Facility, the Letter of Credit Facility, the
          Tranche A U.S. Term Facility and the Tranche A Euro Term Facility,
          April 10, 2007, and (ii) for purposes of the Tranche B Term Facility
          and for all other purposes, April 10, 2009.

               "TOTAL DEBT/EBITDA RATIO" means, for any period, the ratio of (A)
          the sum of (i) Consolidated Debt for Borrowed Money of the U.S.
          Borrower and its Subsidiaries on the last day of such period, and (ii)
          without duplication, for the U.S. Borrower and its Subsidiaries,
          determined on a Consolidated basis, the aggregate amount of the
          liquidation preference with respect to any Preferred Interests that
          are not Qualified Preferred Stock issued and outstanding on the last
          day of such period to (B) Consolidated Pro Forma Adjusted EBITDA of
          the U.S. Borrower and its Subsidiaries for the four fiscal quarter
          period ending on the last day of such period, provided that (i) for
          any calculation for any period ending on or prior to December 31,
          2003, there shall be excluded, solely for the purpose of the
          calculation of Consolidated Debt for Borrowed Money for this
          definition, any cash or Cash Equivalents held by the U.S. Borrower or
          any of its Subsidiaries on the last day of such period and (ii) for
          any calculation for any period ending after December 31, 2003, there
          shall be excluded, solely for the purpose of the calculation of
          Consolidated Debt for Borrowed Money for this definition, any cash or
          Cash Equivalents held by the U.S. Borrower or any of its Subsidiaries
          on the last day of such period so long as the aggregate principal
          amount of Revolving Credit Advances, Letter of Credit Advances and
          Swing Line Advances outstanding on such last day shall not exceed the
          amount of the Swing Line Facility on such last day.

               "UNUSED REVOLVING COMMITMENT" means, with respect to any
          Revolving Credit Lender at any time, (a) such Lender's Revolving
          Credit Commitment at such time minus (b) the sum of (i) the aggregate
          principal amount of all Revolving Credit Advances made by such Lender
          and outstanding at such time plus (ii) such Lender's Pro Rata Share of
          (A) the aggregate Available Amount of all Letters of Credit
          outstanding at such time (based, in the case of any Letter of Credit
          denominated in an Applicable Letter of Credit Currency other than
          Dollars on the Equivalent in Dollars at such time), (B) the aggregate
          principal amount of all Letters of Credit Advances made by the Issuing
          Banks pursuant to Section 2.03(c) and outstanding at such time (based,
          in the case of any Letter of Credit Advance denominated in an
          Applicable Letter of Credit Currency other than Dollars, on the
          Equivalent in Dollars at such time) and (C) the Swing Line Reserve at
          such time."

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          (b) Section 1.01 is further amended by inserting the following
     definitions in appropriate alphabetical order:

               "APPLICABLE LETTER OF CREDIT CURRENCY" means Dollars, Euros and,
          to the extent that an Issuing Bank agrees (in its sole discretion) in
          connection with an issuance of Letters of Credit, any other freely
          traded and transferable currency.

               "ASSET SECURITIZATION" means a structured receivables financing
          transaction entered into by the U.S. Borrower and its Subsidiaries
          provided that (a) the monetary Obligations of the U.S. Borrower and
          its Subsidiaries in respect of the Asset Securitization shall be
          non-recourse to any Loan Party (other than such recourse as is
          customary in receivables securitization transactions of this type),
          (b) the documentation relating to the Asset Securitization shall be in
          form and substance reasonably satisfactory to the Administrative
          Agent, (c) the U.S. Borrower and its Subsidiaries shall have received
          in cash from the initial transfer of the Securitization Receivables in
          connection with such structured receivables financing Net Cash
          Proceeds in an amount at least equal to 70% of the aggregate principal
          amount of the Securitization Receivables so transferred, and (d) the
          Administrative Agent shall be reasonably satisfied that all amounts
          relating to the Securitization Receivables shall not be commingled
          with cash or other amounts of the Borrowers and their respective
          Subsidiaries and that all amounts paid in respect of such
          Securitization Receivables shall be deposited into one or more
          lockboxes or other bank accounts in which no other funds are deposited
          on terms and conditions reasonably satisfactory to the Administrative
          Agent.

               "HIGH YIELD ADD-ON PROCEEDS" means an amount equal to the lesser
          of (i) U.S. $100,000,000 and (ii) 50% of the gross cash proceeds from
          the first issuance by the U.S. Borrower after March 1, 2002 of Senior
          Subordinated Debt to the extent that the Net Cash Proceeds of such
          issuance are applied to permanently reduce the Facilities hereunder,
          without taking into account any portion of accrued interest with
          respect to such Senior Subordinated Debt pre-funded by the holders
          thereof.

               "RECEIVABLES SUBSIDIARY" means a Subsidiary of the U.S. Borrower
          that conducts no business other than the Asset Securitization and
          activities incidental thereto.

               "SECURITIZATION RECEIVABLES" means, initially, all receivables of
          the U.S. Borrower and its Subsidiaries (the "ORIGINATOR") of the type
          described on Schedule IV hereto. For the avoidance of doubt,
          Securitization Receivables shall include amounts owing to the
          Originator in respect of products sold and/or services rendered by the
          Originator, in all cases regardless of whether such receivables are
          characterized as accounts receivable, general intangibles or
          otherwise, and shall include certain related rights described in the
          documentation approved by the Administrative Agent in connection with
          the Asset Securitization."

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          (c)  Section 2.01(f) is amended in full to read as follows:

               "(f) The Letters of Credit. Each Issuing Bank severally agrees,
          on the terms and conditions hereinafter set forth, to issue (or cause
          its Affiliate that is a commercial bank to issue on its behalf)
          letters of credit (the "LETTERS OF CREDIT") in an Applicable Letter of
          Credit Currency for the account of the U.S. Borrower from time to time
          on any Business Day during the period from the date hereof until 5
          days before the Termination Date in an aggregate Available Amount (i)
          for all Letters of Credit (in the case of a Letter of Credit issued in
          an Applicable Letter of Credit Currency other than Dollars, the
          Equivalent in Dollars of such Applicable Letter of Credit Currency)
          not to exceed at any time the lesser of (x) the Letter of Credit
          Facility at such time and (y) such Issuing Bank's Letter of Credit
          Commitment at such time and (ii) for each such Letter of Credit (in
          the case of a Letter of Credit issued in an Applicable Letter of
          Credit Currency other than Dollars, the Equivalent in Dollars of such
          Applicable Letter of Credit Currency) not to exceed the Unused
          Revolving Credit Commitments of the Revolving Credit Lenders at such
          time. No Letter of Credit shall have an expiration date (including all
          rights of the U.S. Borrower or the beneficiary to require renewal)
          later than 5 days before the Termination Date and (A) in the case of a
          Standby Letter of Credit, 25 months after the date of issuance
          thereof, but may by its terms be renewable annually upon notice (a
          "NOTICE OF RENEWAL") given to the Issuing Bank that issued such
          Standby Letter of Credit and the Administrative Agent on or prior to
          any date for notice of renewal set forth in such Letter of Credit but
          in any event at least three Business Days prior to the date of the
          proposed renewal of such Standby Letter of Credit and upon fulfillment
          of the applicable conditions set forth in Article III unless such
          Issuing Bank has notified the U.S. Borrower (with a copy to the
          Administrative Agent) on or prior to the date for notice of
          termination set forth in such Letter of Credit but in any event at
          least 30 Business Days prior to the date of automatic renewal of its
          election not to renew such Standby Letter of Credit (a "NOTICE OF
          TERMINATION") and (B) in the case of a Trade Letter of Credit, 180
          days after the date of issuance thereof; provided that the terms of
          each Standby Letter of Credit that is automatically renewable annually
          shall (x) require the Issuing Bank that issued such Standby Letter of
          Credit to give the beneficiary named in such Standby Letter of Credit
          notice of any Notice of Termination, (y) permit such beneficiary, upon
          receipt of such notice, to draw under such Standby Letter of Credit
          prior to the date such Standby Letter of Credit otherwise would have
          been automatically renewed and (z) not permit the expiration date
          (after giving effect to any renewal) of such Standby Letter of Credit
          in any event to be extended to a date later than 5 days before the
          Termination Date. If either a Notice of Renewal is not given by the
          U.S. Borrower or a Notice of Termination is given by the relevant
          Issuing Bank pursuant to the immediately preceding sentence, such
          Standby Letter of Credit shall expire on the date on which it
          otherwise would have been automatically renewed; provided, however,
          that even in the absence of receipt of a Notice of Renewal the
          relevant Issuing Bank may in its discretion, unless instructed to the
          contrary by the Administrative Agent or the U.S. Borrower,

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          deem that a Notice of Renewal had been timely delivered and in such
          case, a Notice of Renewal shall be deemed to have been so delivered
          for all purposes under this Agreement. Notwithstanding the foregoing,
          any Letter of Credit may expire after the Termination Date if on or
          prior to the Termination Date (i) it is cash collateralized in an
          amount equal to (A) 105% of the amount of such Letter of Credit, plus
          (B) any additional amounts owing under such Letter of Credit, (ii) a
          "back-stop" letter of credit is issued in respect of such Letter of
          Credit on terms and from an issuer satisfactory to the Issuing Bank
          thereof and the Administrative Agent or (iii) other arrangements are
          made that are satisfactory to each Revolving Credit Lender, the
          Issuing Bank thereof and the Administrative Agent. Within the limits
          of the Letter of Credit Facility, and subject to the limits referred
          to above, the U.S. Borrower may request the issuance of Letters of
          Credit under this Section 2.01(f), repay any Letter of Credit Advances
          resulting from drawings thereunder pursuant to Section 2.03(c) and
          request the issuance of additional Letters of Credit under this
          Section 2.01(f)."

          (d)  Section 2.02(a) is amended by deleting the proviso at the end
     thereof and replacing it with the following new proviso:

               "provided, however, that, in the case of any Revolving Credit
          Borrowing, the Administrative Agent shall first make a portion of such
          funds equal to the aggregate principal amount of any Letter of Credit
          Advances made by any Issuing Bank and by any other Revolving Credit
          Lender and outstanding on the date of such Revolving Credit Borrowing,
          plus interest accrued and unpaid thereon to and as of such date,
          available to such Issuing Bank and such other Revolving Credit Lenders
          for repayment of such Letter of Credit Advances."

          (e)  Section 2.03 is amended in full to read as follows:

               "SECTION 2.03. Issuance of and Drawings and Reimbursement Under
          Letters of Credit. (a) Request for Issuance. Each Letter of Credit
          shall be issued upon notice, given not later than 11:00 A.M. (New York
          City time) on the tenth Business Day prior to the date of the proposed
          issuance of such Letter of Credit, by the U.S. Borrower to any Issuing
          Bank, which shall give to the Administrative Agent and each Revolving
          Credit Lender prompt notice thereof by telex or telecopier. Each such
          notice of issuance of a Letter of Credit (a "NOTICE OF ISSUANCE")
          shall be by telephone, confirmed immediately in writing, or telex or
          telecopier, specifying therein the requested (A) date of such issuance
          (which shall be a Business Day), (B) Available Amount of such Letter
          of Credit and the Applicable Letter of Credit Currency in which the
          requested Letters of Credit is to be issued, (C) expiration date of
          such Letter of Credit and whether such Letter of Credit is a Trade
          Letter of Credit, (D) name and address of the beneficiary of such
          Letter of Credit and (E) form of such Letter of Credit, and shall be
          accompanied by such application and agreement for letter of credit as
          such Issuing Bank may specify to the U.S. Borrower for use in
          connection with such requested Letter of Credit (a "LETTER OF CREDIT
          AGREEMENT"). If (x) the requested form of such Letter of Credit is
          acceptable to such Issuing Bank in its sole discretion, (y) such
          Issuing

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          Bank has not received notice of objection asserting that the
          conditions contained in Section 3.02 have not been satisfied to such
          issuance from Lenders holding at least a majority of the Revolving
          Credit Commitments and (z) the issuance of the requested Letter of
          Credit is within the limits of Section 2.01(f), such Issuing Bank
          will, upon fulfillment of the applicable conditions set forth in
          Article III, make such Letter of Credit available to the U.S. Borrower
          at its office referred to in Section 8.02 or as otherwise agreed with
          the U.S. Borrower in connection with such issuance. In the event and
          to the extent that the provisions of any Letter of Credit Agreement
          shall conflict with this Agreement, the provisions of this Agreement
          shall govern.

               (b)  Letter of Credit Reports. Each Issuing Bank shall furnish to
          the Administrative Agent (who will promptly thereafter furnish to each
          Revolving Credit Lender) on the first Business Day of each week a
          written report summarizing issuance and expiration dates of Letters of
          Credit issued by such Issuing Bank during the previous week and
          drawings during such week under all Letters of Credit and the average
          daily aggregate Available Amount during the preceding week of all
          Letters of Credit issued by such Issuing Bank.

               (c)  Drawing and Reimbursement. The payment by any Issuing Bank
          of a draft drawn under any Letter of Credit shall constitute for all
          purposes of this Agreement the making by such Issuing Bank of a Letter
          of Credit Advance, which shall be a Base Rate Advance, in the amount
          of such draft. Upon written demand by any Issuing Bank with an
          outstanding Letter of Credit Advance to the Administrative Agent
          requesting reimbursement from each Revolving Credit Lender for such
          outstanding Letter of Credit Advance, the Administrative Agent shall
          immediately send notice of such reimbursement demand by facsimile to
          each Revolving Credit Lender. Upon receipt of such reimbursement
          demand from the Administrative Agent, each Revolving Credit Lender
          shall purchase from such Issuing Bank, and such Issuing Bank shall
          sell and assign to each such Revolving Credit Lender, such Lender's
          Pro Rata Share of such outstanding Letter of Credit Advance as of the
          date of such purchase (based, in the case of any Letter of Credit
          Advance denominated in an Applicable Letter of Credit Currency other
          than Dollars, on the Equivalent in Dollars at such time), by making
          available for the account of its Applicable Lending Office to the
          Administrative Agent for the account of such Issuing Bank, by deposit
          to the Administrative Agent's Account, in same day funds, an amount
          equal to the portion of the outstanding principal amount of such
          Letter of Credit Advance to be purchased by such Revolving Credit
          Lender (based, in the case of any Letter of Credit Advance denominated
          in an Applicable Letter of Credit Currency other than Dollars, on the
          Equivalent in Dollars at such time). Promptly after receipt thereof,
          the Administrative Agent shall transfer such funds to such Issuing
          Bank. The U.S. Borrower hereby agrees to each such sale and
          assignment. Each Revolving Credit Lender agrees to purchase its Pro
          Rata Share of an outstanding Letter of Credit Advance on (i) the
          Business Day on which demand therefor is made by the Issuing Bank
          which made such Advance, provided that notice of such demand is given
          to the Administrative Agent not later than 11:00 A.M. (New York City

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          time) on such Business Day, or (ii) the first Business Day next
          succeeding such demand if notice of such demand is given, to the
          Administrative Agent after such time. Upon any such assignment by an
          Issuing Bank to any Revolving Credit Lender of a portion of a Letter
          of Credit Advance, such Issuing Bank represents and warrants to such
          other Lender that such Issuing Bank is the legal and beneficial owner
          of such interest being assigned by it, free and clear of any liens,
          but makes no other representation or warranty and assumes no
          responsibility with respect to such Letter of Credit Advance, the Loan
          Documents or any Loan Party. If and to the extent that any Revolving
          Credit Lender shall not have so made the amount of such Letter of
          Credit Advance available to the Administrative Agent, such Revolving
          Credit Lender agrees to pay to the Administrative Agent forthwith on
          demand such amount together with interest thereon, for each day from
          the date of demand by such Issuing Bank until the date such amount is
          paid to the Administrative Agent, at the Federal Funds Rate for its
          account or the account of such Issuing Bank, as applicable. If such
          Lender shall pay to the Administrative Agent such amount for the
          account of such Issuing Bank on any Business Day, such amount so paid
          in respect of principal shall constitute a Letter of Credit Advance
          made by such Lender on such Business Day for purposes of this
          Agreement, and the outstanding principal amount of the Letter of
          Credit Advance made by such Issuing Bank shall be reduced by such
          amount on such Business Day.

               (d)  Failure to Make Letter of Credit Advances. The failure of
          any Lender to make the Letter of Credit Advance to be made by it on
          the date specified in Section 2.03(c) shall not relieve any other
          Lender of its obligation hereunder to make its Letter of Credit
          Advance on such date, but no Lender shall be responsible for the
          failure of any other Lender to make the Letter of Credit Advance to be
          made by such other Lender on such date."

          (f)  Section 2.04(e) is amended in full to read as follows:

               "(e) Swing Line Advances. The U.S. Borrower shall repay to the
          Administrative Agent for the account of the Swing Line Bank and each
          other Revolving Credit Lender that has made a Swing Line Advance the
          outstanding principal amount of each Swing Line Advance made by each
          of them on the earlier of the tenth day after the date on which such
          Advance was made and the Termination Date in respect of the Revolving
          Credit Facility, provided, to the extent the U.S. Borrower shall not
          have repaid such Swing Line Advance on the tenth day after the date on
          which such Advance was made, such Swing Line Advance shall
          automatically convert into a Revolving Credit Advance, accruing
          interest at the Base Rate."

          (g)  Section 2.04(f) is amended in full as follows:

               "(f) Letter of Credit Advances. (i) The U.S. Borrower shall repay
          to the Administrative Agent for the account of each Issuing Bank and
          each other Revolving Credit Lender that has made a Letter of Credit
          Advance on the earlier

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          of the tenth day after the date on which such Advance was made and the
          Termination Date the outstanding principal amount of each Letter of
          Credit Advance made by each of them, provided, to the extent the U.S.
          Borrower shall not have repaid such Letter of Credit Advance on the
          tenth day after the date on which such Advance was made, such Letter
          of Credit Advance shall automatically convert into a Revolving Credit
          Advance (based, in the case of Letter of Credit Advance denominated in
          an Applicable Letter of Credit Currency other than Dollars, on the
          Equivalent in Dollars at such time), which shall be a Base Rate
          Advance.

               (ii) The Obligations of the U.S. Borrower under this Agreement,
          any Letter of Credit Agreement and any other agreement or instrument
          relating to any Letter of Credit shall be unconditional and
          irrevocable, and shall be paid strictly in accordance with the terms
          of this Agreement, such Letter of Credit Agreement and such other
          agreement or instrument under all circumstances, including, without
          limitation, the following circumstances (it being understood that any
          such payment by the U.S. Borrower is without prejudice to, and does
          not constitute a waiver of, any rights the U.S. Borrower might have or
          might acquire as a result of the payment by any Issuing Bank of any
          draft or the reimbursement by the U.S. Borrower thereof):

                    (A)  any lack of validity or enforceability of any Loan
               Document, any Letter of Credit Agreement, any Letter of Credit or
               any other agreement or instrument relating thereto (all of the
               foregoing being, collectively, the "L/C RELATED Documents");

                    (B)  any change in the time, manner or place of payment of,
               or in any other term of, all or any of the Obligations of the
               U.S. Borrower in respect of any L/C Related Document or any other
               amendment or waiver of or any consent to departure from all or
               any of the L/C Related Documents;

                    (C)  the existence of any claim, set-off, defense or other
               right that the U.S. Borrower may have at any time against any
               beneficiary or any transferee of a Letter of Credit (or any
               Persons for which any such beneficiary or any such transferee may
               be acting), any Issuing Bank or any other Person, whether in
               connection with the transactions contemplated by the L/C Related
               Documents or any unrelated transaction;

                    (D)  any statement or any other document presented under a
               Letter of Credit proving to be forged, fraudulent, invalid or
               insufficient in any respect or any statement therein being untrue
               or inaccurate in any respect;

                    (E)  payment by any Issuing Bank under a Letter of Credit
               against presentation of a draft or certificate that does not
               strictly comply with the terms of such Letter of Credit;

                                       10

<PAGE>

                    (F)  any exchange, release or non-perfection of any
               Collateral or other collateral, or any release or amendment or
               waiver of or consent to departure from the Guaranty or any other
               guarantee, for all or any of the Obligations of the U.S. Borrower
               in respect of the L/C Related Documents; or

                    (G)  any other circumstance or happening whatsoever, whether
               or not similar to any of the foregoing, including, without
               limitation, any other circumstance that might otherwise
               constitute a defense available to, or a discharge of, the U.S.
               Borrower or a guarantor."

          (h)  Section 2.06(b)(v) is amended by adding the word "relevant"
     immediately before the phrase "Issuing Bank" in the last sentence thereof.

          (i)  Section 2.08(c) is amended in full to read as follows:

               "(c) Letter of Credit Fees, Etc. (i) The U.S. Borrower shall pay
          to the Administrative Agent for the account of each Revolving Credit
          Lender a commission, payable in arrears quarterly on the last day of
          each March, June, September and December, commencing June 30, 2001,
          and on the earliest to occur of the full drawing, expiration,
          termination or cancellation of any Letter of Credit and on the
          Termination Date, on such Lender's Pro Rata Share of the average daily
          aggregate Available Amount during such quarter, at a rate equal to the
          then Applicable Margin for Eurodollar Rate Advances under the
          Revolving Credit Facility.

               (ii) The U.S. Borrower shall pay to each Issuing Bank, for its
          own account, (A) an issuance fee for each Letter of Credit in an
          amount equal to 0.125% of the Available Amount of such Letter of
          Credit on the date of issuance thereof, payable on such date, or such
          other amount as the U.S. Borrower and such Issuing Bank may agree and
          (B) such other commissions, fronting fees, transfer fees and other
          fees and charges in connection with the issuance or administration of
          each Letter of Credit as the U.S. Borrower and such Issuing Bank shall
          agree."

          (j) Section 2.15(b)(ii) is amended in full to read as follows:

               "(ii)  second, to the Issuing Banks and the Swing Line Bank for
          any Defaulted Amounts then owing to them, in their capacities as such,
          pro rata in accordance with such Defaulted Amounts then owing to the
          Issuing Banks and the Swing Line Bank; and"

          (k) Section 2.15(c)(ii) is amended in full to read as follows:

               "(ii)  second, to the Issuing Banks and the Swing Line Bank for
          any amounts then due and payable to them hereunder, in their
          capacities as such, pro

                                       11

<PAGE>

          rata by such Defaulting Lender, in accordance with such amounts then
          due and payable to the Issuing Banks and the Swing Line Bank;"

          (l)  Section 2.17(a) is amended in full to read as follows:

               "The U.S. Borrower may, at any time and from time to time prior
          to the Termination Date, by notice to the Administrative Agent,
          request the addition of a new facility pursuant to an increase in the
          Tranche B Term Commitments (each, a "COMMITMENT INCREASE") equal to up
          to the sum of U.S. $95,000,000 (or the Equivalent in Euros thereof)
          plus the High Yield Add-On Proceeds (or the Equivalent in Euros
          thereof) in the aggregate to be effective as of a date that is at
          least 90 days prior to the scheduled Termination Date then in effect
          (the "INCREASE DATE") as specified in the related notice to the
          Administrative Agent; provided, however, that (i) in no event shall
          the aggregate amount of all of the Increases exceed the sum of U.S.
          $95,000,000 (or the Equivalent in Euros thereof) plus the High Yield
          Add-On Proceeds (or the Equivalent in Euros thereof), (ii) on the date
          of any request by the U.S. Borrower for a Commitment Increase and on
          the related Increase Date, the applicable conditions set forth in
          Section 3.02 and in clause (d) of this Section 2.17 shall be satisfied
          and, to the extent such Commitment Increase is to be used to finance a
          Permitted Acquisition or the Pending Acquisition, the conditions set
          forth in respectively the definition of Permitted Acquisition or in
          Section 5.02(f)(vii) shall be satisfied, and (iii) such new facility
          shall contain such other terms as may be agreed by the U.S. Borrower
          and the Agents."

          (m)  Section 3.02 is amended by deleting the first paragraph thereof
     and replacing it with the following new paragraph:

               "SECTION 3.02. Conditions Precedent to Each Borrowing and
          Issuance and Renewal. The obligation of each Appropriate Lender to
          make an Advance (other than a Letter of Credit Advance made by an
          Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c)
          and a Swing Line Advance made by a Revolving Credit Lender pursuant to
          Section 2.02(b)) on the occasion of each Borrowing (including the
          initial Borrowing), and the obligation of each Issuing Bank to issue a
          Letter of Credit (including the initial issuance) or renew a Letter of
          Credit and the right of the U.S. Borrower to request a Swing Line
          Borrowing, shall be subject (a) to the further conditions precedent
          that on the date of such Borrowing or issuance or renewal the
          following statements shall be true (and each of the giving of the
          applicable Notice of Borrowing, Notice of Issuance or Notice of
          Renewal and the acceptance by the Applicable Borrower of the proceeds
          of such Borrowing or of such Letter of Credit or the renewal of such
          Letter of Credit shall constitute a representation and warranty by
          such Borrower that both on the date of such notice and on the date of
          such Borrowing or issuance or renewal such statements are true):"

                                       12

<PAGE>

          (n)  Section 5.01(j) is amended by adding immediately after the phrase
     "new direct Subsidiary" in clause (y) thereof the parenthetical "(other
     than the Receivables Subsidiary)".

          (o)  Section 5.02(a) is amended by (i) deleting the word "and" at the
     end of clause (vii); (ii) adding the word "and" to the end of clause (viii)
     and (iii) adding a new clause (ix) immediately following clause (viii)
     thereof to read as follows:

               "(ix) Liens arising in connection with the Asset Securitization."

          (p)  Section 5.02(b) is amended by (i) adding a new clause (D)
     immediately following clause (C) of subsection (i) thereof to read as
     follows:

               "(D) Debt incurred in the Asset Securitization, which Debt is
          non-recourse to the U.S. Borrower and its Subsidiaries (other than the
          Receivables Subsidiary) to the extent customary in structured finance
          transaction of such type; and"

          and (ii) deleting the phrase "subordinated on terms reasonably
     acceptable to the Administrative Agent to the Debt under the Loan
     Documents" in subsection (ii)(O).

          (q)  Section 5.02(e) is amended in full to read as follows:

               "(e) Sales, Etc., of Assets. Sell, lease, transfer or otherwise
          dispose of, or permit any of its Subsidiaries to sell, lease, transfer
          or otherwise dispose of any assets, or grant any option or other right
          to purchase, lease or otherwise acquire any assets, except:

                    (i)   sales, leases, transfers and dispositions of assets in
               the ordinary course of its business;

                    (ii)  in a transaction authorized by Section 5.02(d) (other
               than subsection (iv) thereof);

                    (iii) sales and other dispositions of assets for fair market
               value of not more than U.S.$25,000,000 in any one Fiscal Year and
               U.S.$75,000,000 in the aggregate for all such transactions (of
               which at least 75% shall be payable in cash); provided that the
               Borrowers shall, on the first anniversary of the date of receipt
               by any Loan Party or any of its Subsidiaries of the Net Cash
               Proceeds from such sale, prepay the Advances if and to the extent
               required by Section 2.06(b)(ii).

                    (iv)  sales or other dispositions of assets permitted by
               Section 5.02(f); and

                    (v)   the sale of accounts receivable in connection with the
               Asset Securitization, which sale is non-recourse with respect to
               the U.S. Borrower and its Subsidiaries (other than the
               Receivables Subsidiary) to

                                       13

<PAGE>

               the extent customary in structured finance transactions of such
               type; provided that the U.S. Borrower shall, on the date of
               receipt by any Loan Party or any of its Subsidiaries of the net
               cash proceeds from the initial sale or, to the extent of any
               subsequent net increase in the aggregate receivables pool funded
               by the Asset Securitization, any incremental sale, prepay the
               Advances if and to the extent required by Section 2.06(b)(ii)."

          (r)  Section 5.02(q) is added to the Credit Agreement and shall read
     as follows:

               "(q) Proceeds of Securitization of Receivables. Commingle, or
          permit any Subsidiary of the Borrowers to commingle, amounts relating
          to the Securitization Receivables that have been sold pursuant to the
          Asset Securitization with cash or any other amounts of the Borrowers
          and their respective Subsidiaries."

          (s) Section 5.04(a) is amended by deleting the table set forth therein
     in its entirety and substituting therefor the following table:

                                       14

<PAGE>

         QUARTER ENDING                            RATIO
----------------------------------               ----------
March 31, 2002                                   4.90:1.00
June 30, 2002                                    4.90:1.00
September 30, 2002                               4.90:1.00
December 31, 2002                                4.90:1.00

March 31, 2003                                   4.50:1.00
June 30, 2003                                    4.50:1.00
September 30, 2003                               4.50:1.00
December 31, 2003                                4.50:1.00

March 31, 2004                                   4.10:1.00
June 30, 2004                                    4.10:1.00
September 30, 2004                               4.10:1.00
December 31, 2004                                4.10:1.00

March 31, 2005                                   3.75:1.00
June 30, 2005                                    3.75:1.00
September 30, 2005                               3.75:1.00
December 31, 2005                                3.75:1.00

March 31, 2006                                   3.25:1.00
June 30, 2006                                    3.25:1.00

September 30, 2006                               3.25:1.00
December 31, 2006                                3.25:1.00

For each fiscal quarter thereafter               3.00:1.00

          (t)  Section 5.04(b) is amended by deleting the table set forth
     therein in its entirety and substituting therefor the following table:

                                       15

<PAGE>

         QUARTER ENDING                            RATIO
----------------------------------               ----------
March 31, 2002                                   2.00:1.00
June 30, 2002                                    2.00:1.00
September 30, 2002                               2.00:1.00
December 31, 2002                                2.00:1.00

March 31, 2003                                   2.15:1.00
June 30, 2003                                    2.15:1.00
September 30, 2003                               2.15:1.00
December 31, 2003                                2.15:1.00

March 31, 2004                                   2.30:1.00
June 30, 2004                                    2.30:1.00
September 30, 2004                               2.30:1.00
December 31, 2004                                2.30:1.00

March 31, 2005                                   2.60:1.00
June 30, 2005                                    2.60:1.00
September 30, 2005                               2.60:1.00
December 31, 2005                                2.60:1.00

March 31, 2006                                   2.90:1.00
June 30, 2006                                    2.90:1.00

September 30, 2006                               2.90:1.00
December 31, 2006                                2.90:1.00

For each fiscal quarter thereafter               3.00:1.00

          (u)  Section 6.01 is amended by deleting the last paragraph thereof
     and replacing it with the following new paragraph:

          "then, and in any such event, the Administrative Agent (i) shall at
          the request, or may with the consent, of the Required Lenders, by
          notice to the U.S. Borrower, declare the Commitments of each Lender
          Party and the obligation of each Lender Party to make Advances (other
          than Letter of Credit Advances by an Issuing Bank or a Revolving
          Credit Lender pursuant to Section 2.03(c) and Swing Line Advances by a
          Revolving Credit Lender pursuant to Section 2.02(b)) and of each
          Issuing Bank to issue Letters of Credit to be terminated, whereupon
          the same shall forthwith terminate, and (ii) shall at the request, or
          may with the consent, of the Required Lenders, by notice to the U.S.
          Borrower, declare the Advances and the Notes, all interest thereon and
          all other amounts payable under this Agreement and the other Loan
          Documents to be forthwith due and payable, whereupon the Advances and
          the Notes, all such interest and all such amounts shall become and

                                       16

<PAGE>

          be forthwith due and payable, without presentment, demand, protest or
          further notice of any kind, all of which are hereby expressly waived
          by the Borrowers, and; provided, however, that, in the event of an
          actual or deemed entry of an order for relief with respect to any
          Borrower under the Federal Bankruptcy Code, (x) the Commitments of
          each Lender Party and the obligation of each Lender Party to make
          Advances (other than Letter of Credit Advances by an Issuing Bank or a
          Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line
          Advances by a Revolving Credit Lender pursuant to Section 2.02(b)) and
          of each Issuing Bank to issue Letters of Credit shall automatically be
          terminated and (y) the Advances and the Notes, all such interest and
          all such amounts shall automatically become and be due and payable,
          without presentment, demand, protest or any notice of any kind, all of
          which are hereby expressly waived by the Borrowers."

          (v)  Section 6.02 is amended by inserting the word "relevant"
     immediately before the phrase "Issuing Bank" in the last sentence thereof.

          (w)  Section 7.01 is amended deleting the word "the" immediately
     before  the  phrase  "Issuing  Bank"  in the  first  sentence  thereof  and
     replacing it with the word "an".

          (x)  Section 7.05(b) is amended in full to read as follows:

               "(b) Each Lender Party severally agrees to indemnify each Issuing
          Bank (to the extent not promptly reimbursed by the U.S. Borrower) from
          and against such Lender Party's ratable share (determined as provided
          below) of any and all liabilities, obligations, losses, damages,
          penalties, actions, judgments, suits, costs, expenses or disbursements
          of any kind or nature whatsoever that may be imposed on, incurred by,
          or asserted against such Issuing Bank in any way relating to or
          arising out of the Loan Documents or any action taken or omitted by
          such Issuing Bank under the Loan Documents; provided, however, that no
          Lender Party shall be liable for any portion of such liabilities,
          obligations, losses, damages, penalties, actions, judgments, suits,
          costs, expenses or disbursements resulting from such Issuing Bank's
          gross negligence or willful misconduct as found in a final,
          non-appealable judgment by a court of competent jurisdiction. Without
          limitation of the foregoing, each Lender Party agrees to reimburse
          such Issuing Bank promptly upon demand for its ratable share of any
          costs and expenses (including, without limitation, fees and expenses
          of counsel) payable by the U.S. Borrower under Section 8.04, to the
          extent that such Issuing Bank is not promptly reimbursed for such
          costs and expenses by the U.S. Borrower."

          (y)  Section 7.05(c) is amended in full to read as follows:

               "(c) For purposes of this Section 7.05, the Lender Parties'
          respective ratable shares of any amount shall be determined, at any
          time, according to the sum of (i) the aggregate principal amount of
          the Advances outstanding at such time and owing to the respective
          Lender Parties, (ii) their respective Pro Rata Shares of the aggregate
          Available Amount of all Letters of Credit outstanding at

                                       17

<PAGE>

          such time, (iii) the aggregate unused portions of their respective
          Tranche A U.S. Term Commitments, Tranche A Euro Term Commitments and
          Tranche B Term Commitments at such time and (iv) their respective
          Unused Revolving Credit Commitments at such time; provided that the
          aggregate principal amount of Swing Line Advances owing to the Swing
          Line Bank and the Letter of Credit Advances owing to any Issuing Bank
          shall be considered to be owed to the Revolving Credit Lenders ratably
          in accordance with their respective Revolving Credit Commitments. The
          failure of any Lender Party to reimburse any Agent or any Issuing
          Bank, as the case may be, promptly upon demand for its ratable share
          of any amount required to be paid by the Lender Parties to such Agent
          or such Issuing Bank, as the case may be, as provided herein shall not
          relieve any other Lender Party of its obligation hereunder to
          reimburse such Agent or such Issuing Bank, as the case may be, for its
          ratable share of such amount, but no Lender Party shall be responsible
          for the failure of any other Lender Party to reimburse such Agent or
          such Issuing Bank, as the case may be, for such other Lender Party's
          ratable share of such amount. Without prejudice to the survival of any
          other agreement of any Lender Party hereunder, the agreement and
          obligations of each Lender Party contained in this Section 7.05 shall
          survive the payment in full of principal, interest and all other
          amounts payable hereunder and under the other Loan Documents."

          (z)  Section 9.01 is amended by deleting the second to last proviso
     thereof and replacing it with the following new proviso:

          "provided further that no amendment, waiver or consent shall, unless
          in writing and signed by the Swing Line Bank or each Issuing Bank, as
          the case may be, in addition to the Lenders required above to take
          such action, affect the rights or obligations of the Swing Line Bank
          or of the Issuing Banks, as the case may be, under this Agreement;"

          (aa) Section 9.02 is amended by deleting the address of the U.S.
     Borrower therein and replacing it with the new address "15455 Dallas
     Parkway Suite 1100, Addison, Texas 75001".

          (bb) Section 9.07(f) is amended in full to read as follows:

               "(f) Each Issuing Bank may assign to an Eligible Assignee all or
          a portion of its rights and obligations under the undrawn portion of
          its Letter of Credit Commitment at any time; provided, however, that
          (i) each such assignment shall be to an Eligible Assignee and (ii) the
          parties to each such assignment shall execute and deliver to the
          Administrative Agent, for its acceptance and recording in the
          Register, an Assignment and Acceptance. No processing or recordation
          fee shall be due."

          (cc) Section 9.09 is amended in full to read as follows:

                                       18

<PAGE>

               "SECTION 9.09. No Liability of the Issuing Banks. The U.S.
          Borrower assumes all risks of the acts or omissions of any beneficiary
          or transferee of any Letter of Credit with respect to its use of such
          Letter of Credit. Neither any Issuing Bank nor any of its officers or
          directors shall be liable or responsible for: (a) the use that may be
          made of any Letter of Credit or any acts or omissions of any
          beneficiary or transferee in connection therewith; (b) the validity,
          sufficiency or genuineness of documents, or of any endorsement
          thereon, even if such documents should prove to be in any or all
          respects invalid, insufficient, fraudulent or forged; (c) payment by
          such Issuing Bank against presentation of documents that do not comply
          substantially with the terms of a Letter of Credit, including failure
          of any documents to bear any reference or adequate reference to the
          Letter of Credit; or (d) any other circumstances whatsoever in making
          or failing to make payment under any Letter of Credit, except that the
          U.S. Borrower shall have a claim against such Issuing Bank, and such
          Issuing Bank shall be liable to the U.S. Borrower, to the extent of
          any direct, but not consequential, damages suffered by the U.S.
          Borrower that the U.S. Borrower proves were caused by (i) such Issuing
          Bank's willful misconduct or gross negligence as determined in a
          final, non-appealable judgment by a court of competent jurisdiction in
          determining whether documents presented under any Letter of Credit
          comply with the terms of the Letter of Credit or (ii) such Issuing
          Bank's willful failure to make lawful payment under a Letter of Credit
          after the presentation to it of a draft and certificates strictly
          complying with the terms and conditions of the Letter of Credit. In
          furtherance and not in limitation of the foregoing, such Issuing Bank
          may accept documents that appear on their face to be in order, without
          responsibility for further investigation, regardless of any notice or
          information to the contrary."

          (dd) Schedule I is amended by (i) inserting opposite of "Credit Suisse
     First Boston" under the caption "Letter of Credit Commitment" the amount of
     "US$25,000,000.00" and (ii) deleting the amount "US$50,000,000.00" set
     forth opposite "Wells Fargo Bank Texas, N.A." under the caption "Letter of
     Credit Commitment" and replacing it with the amount of "US$25,000,000.00".

          (ee) The Credit Agreement is amended to add Schedule IV thereto which
     shall be as set forth in Schedule I hereto.

          SECTION 2. Waiver. Subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, each Lender agrees to waive the
requirements of Section 5.02(b) of the Credit Agreement solely with respect to
the letters of credit issued by Credit Suisse First Boston to the U.S. Borrower
after the Effective Date and before the date hereof and agrees to treat each
such letter of credit as a Letter of Credit issued by an Issuing Bank under the
Credit Agreement for all purposes thereof and of the Loan Documents.

          SECTION 3. Conditions of Effectiveness. This Amendment shall become
effective as of the date first above written when, and only when, the Agent
shall have received (i) counterparts of this Amendment executed by the Borrowers
and the Required Lenders or, as to any of the Lenders, advice satisfactory to
the Agent that such Lender has executed this

                                       19

<PAGE>

Amendment, (ii) the consent attached hereto executed by each Guarantor and each
Grantor, (iii) an amendment fee equal to 0.125% of the aggregate Commitments of
the Lenders as of the date hereof executing this Amendment on or prior to March
20, 2002 and (iv) evidence that the gross cash proceeds received by the U.S.
Borrower from the first issuance of Senior Subordinated Debt after March 1, 2002
are not less than $150,000,000 and that all Net Cash Proceeds in respect of such
issuance have been applied as a voluntary prepayment in accordance with Section
2.06(a) of the Credit Agreement to permanently reduce the Facilities (without
taking into account any portion of accrued interest with respect to such Senior
Subordinated Debt pre-funded by the holders thereof). The effectiveness of this
Amendment is conditioned upon the accuracy of the factual matters described
herein. This Amendment is subject to the provisions of Section 9.01 of the
Credit Agreement (it being understood that the provisions of this Amendment
relating to the Letter of Credit Facility shall only become effective pursuant
to this Section 3 upon the execution of this Amendment by the existing Issuing
Bank).

          SECTION 4. Representations and Warranties of the Borrower. Each
Borrower represents and warrants as follows:

          (a)  On the date hereof, after giving effect to this Amendment, no
     event has occurred and is continuing, or would result from the
     effectiveness of this Amendment, that constitutes a Default.

          (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 or other transactions contemplated hereby.

          (c)  This Amendment has been duly executed and delivered by the
     Borrowers. This Amendment and each of the other Loan Documents, as amended
     hereby, to which the Borrower is a party are legal, valid and binding
     obligations of the Borrower, enforceable against the Borrower in accordance
     with their respective terms.

          SECTION 5. Reference to and Effect on the Credit Agreement and the
Notes. (a) On and after the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes and
each of the other Loan 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 amended 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

                                       20

<PAGE>

the Agent under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.

          SECTION 6. Costs, Expenses. Each Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent)
in accordance with the terms of Section 9.04 of the Credit Agreement.

          SECTION 7. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

          SECTION 8. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.


                                        DRESSER, INC., as U.S. Borrower


                                        By
                                            ------------------------------------
                                            Name:
                                            Title:

                                       21

<PAGE>

                                        D.I. LUXEMBOURG S.A.R.L.,
                                        as Euro Borrower


                                        By
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                        DEG ACQUISITIONS, LLC, as Parent


                                        By First Reserve Corporation, its
                                        Manager


                                        By
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                        MORGAN STANLEY SENIOR FUNDING, INC.,
                                        as Administrative Agent


                                        By
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                        MORGAN STANLEY & CO. INCORPORATED, as
                                        Collateral Agent


                                        By
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                        CREDIT SUISSE FIRST BOSTON,
                                        as Syndication Agent


                                        By
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                        UBS WARBURG LLC,
                                        as Documentation Agent


                                        By
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                        GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as Co-Documentation Agent


                                        By
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                                        REVOLVING CREDIT LENDERS, TRANCHE A EURO
                                        TERM LENDERS AND TRANCHE A U.S. TERM
                                        LENDERS


                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                            Name:
                                            Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                                        DEG ACQUISITIONS, LLC, as Parent


                                        By First Reserve Fund VIII, L.P.,
                                           its Manager
                                        By First Reserve GP VIII, L.P.,
                                           its General Partner
                                        By First Reserve Corporation,
                                           its General Partner


                                        By
                                            ------------------------------------
                                             Name:
                                             Title:

<PAGE>

                                        MORGAN STANLEY SENIOR FUNDING, INC.,
                                        as Administrative Agent


                                        By
                                            ------------------------------------
                                             Name:
                                             Title:

<PAGE>

                                        MORGAN STANLEY & CO. INCORPORATED,
                                        as Collateral Agent


                                        By
                                            ------------------------------------
                                             Name:
                                             Title:

<PAGE>

                                        CREDIT SUISSE FIRST BOSTON,
                                        as Syndication Agent


                                        By
                                            ------------------------------------
                                             Name:
                                             Title:


                                        By
                                            ------------------------------------
                                             Name:
                                             Title:

<PAGE>

                                        UBS WARBURG LLC,
                                        as Documentation Agent


                                        By
                                            ------------------------------------
                                             Name:
                                             Title:

<PAGE>

                                        GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as Co-Documentation Agent


                                        By
                                            ------------------------------------
                                             Name:
                                             Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Allied Irish Banks plc
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                             Name:
                                             Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Allstate Life Insurance Company
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                             Name:
                                             Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Bank Leumi USA
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                             Name:
                                             Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Bank of Tokyo-Mitsubishi Trust Company
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        BNP Paribas
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        COPERNICUS CDO EURO-I BV
                                        as Assignee


                                        By: ING Capital Advisors LLC, as
                                            Collateral Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Credit Industriel Et Commercial
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Credit Lyonnais New York Branch
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Credit Suisse First Boston
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        The Dai-Ichi Kangyo Bank, Ltd.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Erste Bank New York Branch
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Fortis Capital Corp.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Harbourmaster Loan Corporation B.V.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Indosuez Capital Funding IV, L.P.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        The Industrial Bank of Japan Trust
                                        Company
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Jubilee CDO I.B.V.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        Executed by Barclays Capital Asset
                                        Management Limit


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        KZH CNC LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        KZH ING-2 LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Lloyds TSB Bank PLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Mountain Capital CLO 11 Ltd.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Muirfield Trading LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Natexis Banques Populaires
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Nemean Clo, Ltd
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Octagon Investment Partners III, Ltd.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By: Octagon Credit Investors, LLC as
                                            Portfolio Manger


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Octagon Investment Partners IV, Ltd.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By: Octagon Credit Investors, LLC as
                                            Collateral Manger


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Olympic Funding Trust, Series 1999-1
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Orix Financial Services, Inc.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Riviera Funding LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND X TRANCHE A U.S. TERM LENDERS


                                        Suffield CLO, Limited
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By: David L. Babson & Co. Inc. as
                                            Collateral Manager


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Thermopylae Funding Corp.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Transamerica Business Capital
                                        Corporation
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Wells Fargo Bank Texas, N.A.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                            ------------------------------------
                                              Name:
                                              Title:

<PAGE>

                             REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
                             LENDERS AND TRANCHE A U.S. TERM LENDERS


                                        Winged Foot Funding Trust
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        AERIES FINANCE-II LTD.


                                        By: INVESCO Senior Secured Management,
                                            Inc. as Sub-Managing Agent
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        AIM FLOATING RATE FUND


                                        By: INVESCO Senior Secured Management,
                                            Inc. As Attorney in fact
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ADDISON CDO, LIMITED (ACCT 1279)


                                        By: Pacific Investment Management
                                            Company LLC, as its Investment
                                            Advisor
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        AIMCO CDO SERIES 2000-A
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        AIMCO CLO SERIES 2001-A
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS


                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ALLSTATE LIFE INSURANCE COMPANY
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        AMARA-1 FINANCE LTD.


                                        By: INVESCO Senior Secured Management,
                                            Inc. as Sub-advisor
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        AMARA-2 FINANCE LTD.


                                        By: INVESCO Senior Secured Management,
                                            Inc. as Sub-advisor
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

Dresser, Inc.                           Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        AMMC CDO I, LIMITED


                                        By: American Money Management Corp.,
                                            as Collateral Manger
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

Dresser, Inc.                           Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        AMMC CDO II, LIMITED


                                        By: American Money Management Corp.,
                                            as Collateral Manger
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        APEX (IDM) CDO 1, LTD.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        APEX (TRIMARAN) CDO 1, LTD.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ARCHIMEDES FUNDING III, LTD.
                                        ----------------------------------------
                                        By: ING Capital Advisors LLC as
                                            Collateral Manager
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ARCHIMEDES FUNDING IV (CAYMAN), LTD.
                                        ----------------------------------------
                                        By: ING Capital Advisors, LLC, as
                                            Collateral Manager
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)

ARES Leveraged Investment Fund II, LP
By: ARES Management II, LP
Its: General Partner
[Print Name of Financial Institution]


By
   ----------------------------------
    Name:
    Title:


                                        ARES IV CLO LTD.
                                        ----------------------------------------
                                        By: ARES CLO Management IV, L.P. as
                                        Investment Manger
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:


                                        ARES III CLO LTD.
                                        ----------------------------------------
                                        By: ARES CLO Management LLC
                                        Its: Investment Manger
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ATHENA CDO, LIMITED (ACCT 1277)
                                        ----------------------------------------
                                        By: Pacific Investment Management
                                        Company LLC, as its Investment Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        AVALON CAPITAL LTD.
                                        ----------------------------------------
                                        By: INVESCO Senior Secured Management,
                                            Inc. as Portfolio Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        AVALON CAPITAL LTD. 2
                                        ----------------------------------------
                                        By: INVESCO Senior Secured Management,
                                        Inc. as Portfolio Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        BANK OF MONTREAL
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        BANK OF TOKYO-MITSUBISHI TRUST COMPANY
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        BANKERS TRUST COMPANY
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        BLACK DIAMOND CLO 2000-1 LTD.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        CAPTIVA III FINANCE LTD. (ACCT. 275),
                                        ----------------------------------------
                                        as advised by Pacific Investment
                                        Management Company LLC
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:


<PAGE>

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        CAPTIVA IV FINANCE LTD. (ACCT. 1275),
                                        ----------------------------------------
                                        as advised by Pacific Investment
                                        Management Company LLC
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        CENTURION CDO II, LTD.
                                        ----------------------------------------
                                        By: American Express Asset Management
                                            Group Inc. as Collateral Manager
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        CENTURION CDO III
                                        ----------------------------------------
                                        By: American Express Asset Management
                                            Group Inc. as Collateral Manager
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        CHARTER VIEW PORTFOLIO
                                        ----------------------------------------
                                        By: INVESCO Senior Secured Management,
                                            Inc. as Investment Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        COLUMBUS LOAN FUNDING LTD.
                                        ----------------------------------------
                                        By: Travelers Asset Management
                                            International Company LLC
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        COSTANTINUS EATON VANCE CDO V, LTD.
                                        ----------------------------------------
                                        By: Eaton Vance Management as
                                            Investment Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        CONTINENTAL CASUALTY COMPANY
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        DEBT STRATEGIES FUND, INC.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        DELANO COMPANY (ACCT 274)
                                        ----------------------------------------
                                        By: Pacific Investment Management
                                            Company LLC, as its
                                            Investment Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        DENALI CAPITAL LLC, management member of
                                        DC Funding Partners LLC, portfolio
                                        manager for DENALI CAPITAL CLO I, LTD.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        DIVERSIFIED CREDIT PORTFOLIO LTD.
                                        ----------------------------------------
                                        By: INVESCO Senior Secured Management,
                                            Inc. as Investment Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        EATON VANCE CDO II, LTD.
                                        ----------------------------------------
                                        By: EATON VANCE Management as
                                            Investment Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        EATON VANCE CDO III, LTD.
                                        ----------------------------------------
                                        By: EATON VANCE Management as
                                            Investment Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        EATON VANCE CDO IV, LTD.
                                        ----------------------------------------
                                        By: EATON VANCE Management as
                                            Investment Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        EATON VANCE SENIOR INCOME TRUST
                                        ----------------------------------------
                                        By: EATON VANCE Management as
                                            Investment Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        EATON VANCE INSTITUTIONAL SENIOR LOAN
                                        FUND
                                        ----------------------------------------
                                        By: EATON VANCE Management as Investment
                                            Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ELC (CAYMAN) LTD.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ELC (CAYMAN) LTD. CDO SERIES 1991-1
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ENDURANCE CLO I, LTD.
                                        ----------------------------------------
                                        By: ING Capital Advisors LLC, as
                                            Portfolio Manager
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        FIDELITY ADVISOR SERIES II:
                                        FIDELITY ADVISOR FLOATING RATE
                                        HIGH INCOME FUND
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        FIRST SUNAMERICA LIFE INSURANCE COMPANY
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        FLAGSHIP CLO 2001-1
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        FRANKLIN CLO II, LIMITED
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        FRANKLIN FLOATING RATE MASTER SERIES
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        GALAXY CLO 1991-1, LTD.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        GRAYSON & CO.
                                        ----------------------------------------
                                        By: Boston Management and Research as
                                            Investment Advisor
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                              Name:
                                              Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        HAMILTON CDO, LTD
                                        ----------------------------------------
                                        By: Stanfield Capital Partners LLC as
                                            its Collateral Manager
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        HARBOUR TOWN FUNDING TRUST
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                            Name:
                                            Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        HARBOURVIEW CLO IV LTD., FUND
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        IKB CAPITAL CORPORATION
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                                        TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        INDOSUEZ CAPITAL FUNDING VI, LIMITED


                                        By: Indosuez Capital as Collateral
                                            Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                                        TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        THE INDUSTRIAL BANK OF JAPAN TRUST
                                        COMPANY
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:

[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).


<PAGE>

                                        TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        THE ING CAPITAL SENIOR SECURED HIGH
                                        INCOME FUND HOLDINGS, LTD.


                                        By: ING Capital Advisors LLC as
                                            Investment Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                                        TRANCHE B TERM LENDERS


                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ING PRIME RATE TRUST


                                        By: ING Investments, LLC as its
                                            investment manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                                        TRANCHE B TERM LENDERS


                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        J.H. WHITNEY MARKET VALUE FUND, L.P.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                                        TRANCHE B TERM LENDERS


                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        JISSEKIKUN FUNDING, LTD (Acct 1288)


                                        By: Pacific Investment Management
                                            Company LLC, as its Investment
                                            Advisor
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                                        TRANCHE B TERM LENDERS


                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        JUPITER FUNDING TRUST
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                             Name:
                                             Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KATONAH II, LTD.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH CNC LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH CRESCENT LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH CRESCENT-2 LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH CRESCENT-3 LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH CYPRESSTREE-1 LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH ING-2 LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH ING-3 LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH PONDVIEW LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH RIVERSIDE LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH SOLEIL LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH SOLEIL-2 LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:

s
[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH STERLING LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        KZH WATERSIDE LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        LCM I LIMITED PARTNERSHIP
                                        ----------------------------------------
                                        By: Lyon Capital Management LLC, as
                                            Attorney-in-Fact
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        LIBERTY-STEIN ROE ADVISOR FLOATING
                                        RATE ADVANTAGE FUND.
                                        ----------------------------------------
                                        By: Stein Roe & Farnham Incorporated,
                                            as Advisor
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        LONG LANE MASTER TRUST IV
                                        ----------------------------------------
                                        By: Fleet National Bank as Trust
                                            Administrator
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        LONGHORN CDO II, LTD.
                                        ----------------------------------------
                                        By: Merrill Lynch Investment Managers,
                                            L.P. as Investment Advisor
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        MAGNETITE ASSET INVESTORS III L.L.C.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        MASS MUTUAL HIGH YIELD PARTNERS II, LLC
                                        ----------------------------------------


                                        By: HYP Management Inc., as Managing
                                            Member
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        MASTER SENIOR FLOATING RATE TRUST
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        METROPOLITAN LIFE INSURANCE COMPANY
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ML CLO XV PILGRIM AMERICA (CAYMAN) LTD,
                                        ----------------------------------------
                                        By: ING Investments, LLC as its
                                            investment manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ML CLO XX PILGRIM AMERICA (CAYMAN) LTD,
                                        ----------------------------------------
                                        By: ING Investments, LLC
                                            as its investment manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        MOUNTAIN CAPITAL CLO 11 LTD.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        NEMEAN CLO, LTD
                                        ----------------------------------------
                                        By: ING Capital Advisors LLC.
                                            as Investment Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        NEWTON CDO LTD
                                        ----------------------------------------
                                        By: David L. Babson & Co., Inc.
                                            as Collateral Agent
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        NOMURA BOND & LOAN FUND


                                        By: JFJ Trust Company of New York
                                            as Trustee


                                        By: Normura Corporate Research and Asset
                                            Management Inc. Attorney-in-fact
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        NORSE CBO, LTD.
                                        ----------------------------------------
                                        By: Regiment Capital Management, LLC
                                            as its Investment Advisor


                                        By: Regiment Capital Advisors, LLC
                                            its Manager and pursuant to
                                            delegated authority
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        NORTH AMERICAN SENIOR FLOATING RATE FUND
                                        INC.
                                        ----------------------------------------
                                        By: Stanfield Capital Partners LLC as
                                            Subadvisor
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        NORTHWOODS CAPITAL, LIMITED
                                        ----------------------------------------
                                        By: Angelo, Gordon & Co., LP.,
                                            as Collateral Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        NORTHWOODS CAPITAL II, LIMITED
                                        ----------------------------------------
                                        By: Angelo, Gordon & Co., LP.,
                                            as Collateral Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        NORTHWOODS CAPITAL III, LIMITED
                                        ----------------------------------------
                                        By: Angelo, Gordon & Co., LP.,
                                            as Collateral Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        NORA CDO 2001, LTD.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        NUVEEN FLOATING RATE FUND
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        OAK HILL CREDIT PARTNERS I, LIMITED
                                        ----------------------------------------
                                        By: Oak Hill CLO Management, LLC
                                            as Investment Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        OAK HILL SECURITIES FUND, L.P.
                                        ----------------------------------------
                                        By: Oak Hill Securities GenPar L.P.
                                            its General Partner


                                        By: Oak Hill Securities Mgr, Inc.
                                            its General Partner
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        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
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        OASIS COLLATERALIZED HIGH INCOME
                                        PORTFOLIOS-1 LTD.
                                        ----------------------------------------
                                        By: INVESCO Senior Secured Management,
                                            Inc.
                                            As Subadvisor
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        OCTAGON INVESTMENT PARTNERS III, LTD.
                                        ----------------------------------------
                                        By: Octagon Credit Investors, LLC
                                            as Portfolio Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        OCTAGON INVESTMENT PARTNERS IV, LTD.
                                        ----------------------------------------
                                        By: Octagon Credit Investors, LLC
                                            as Collateral Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        PAXDEN & RYGEL HIGH INCOME FUND
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        PILGRIM CLO 1991-1 LTD.
                                        ----------------------------------------
                                        By: ING Investments, LLC
                                            as its investment manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        PINEHURST TRADING, INC.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        PPM SHADOW CREEK FUNDING TRUST
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        PPM SPYGLASS FUNDING TRUST
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        PRINCIPAL LIFE INSURANCE COMPANY
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
                                        ----------------------------------------
                                        By: CPF Asset Advisors, LLC
                                            as Investment Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        THE PRUDENTIAL INSURANCE COMPANY OF
                                        AMERICA
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        ROYALTON COMPANY (Acct 280)
                                        ----------------------------------------
                                        By: Pacific Investment Management
                                        Company LLC, as its Investment Advisor
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        BRANT POINT CBO 1999-1 LTD.,
                                        as Term Lender
                                        ----------------------------------------
                                        By: Sankaty Advisors, Inc.,
                                            as Collateral Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        BRANT POINT II CBO 2000-1 LTD., as
                                        Term Lender


                                        By: Sankaty Advisors, LLC., as
                                            Collateral Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        GREAT POINT CLO 1999-1 LTD., as
                                        Term Lender


                                        By: Sankaty Advisors, LLC., as
                                            Collateral Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        RACE POINT CLO, LIMITED, as Term Lender


                                        By: Sankaty Advisors, LLC., as
                                            Collateral Manager
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        SANKATY HIGH YIELD PARTNERS II, L.P.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        SANKATY HIGH YIELD PARTNERS III, L.P.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid
     from the Proceeds of the Issuance of the Senior Subordinated Debt
     (please initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box below
                                        has been checked and is initialed)


                                        SAWGRASS TRADING LLC
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SCUDDER FLOATING RATE FUND
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SEABOARD CLO 2000 LTD.


                                        By: ORIX Capital Markets, LLC
                                            Collateral Manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).


<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SENIOR DEBT PORTFOLIO


                                        By: Boston Management and Research as
                                            Investment Advisor
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SENIOR HIGH INCOME PORTFOLIO, INC.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SENIOR LOAN FUND
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SEQUILS - CENTURION V, LTD.


                                        By: American Express Asset Management
                                            Group Inc. as Collateral Manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SEQUILS - CUMBERLAND I, LTD.


                                        By: Deerfield Capital Management LLC as
                                            its Collateral Manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SEQUILS - ING I (HBDGM), LTD.


                                        By: ING Capital Advisors LLC, As
                                            Collateral Manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SEQUILS-LIBERTY, LTD.


                                        By: INVESCO Senior Secured Management,
                                            Inc. As Collateral Manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SEQUILS-MAGNUM, LTD. (#1280)


                                        By: Pacific Investment Management
                                            Company LLC, as its Investment
                                            Advisor
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SEQUILS-PILGRIM I, LTD


                                        By: ING Investments, LLC as its
                                            investment manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SIERRA CLO I
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SIMSBURY CLO, LIMITED


                                        By: Mass Mutual Life Insurance Company
                                            as Collateral Manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        STANFIELD ARBITRAGE CDO, LTD.


                                        By: Stanfield Capital Partners LLC as
                                            its Collateral Manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        STANFIELD QUATTRO CLO, LTD.


                                        By: Stanfield Capital Partners LLC As
                                            its Collateral Manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        STANFIELD/RMF TRANSATLANTIC CDO LTD.


                                        By: Stanfield Capital Partners LLC as
                                            its Collateral Manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SUFFIELD CLO, LTD.


                                        By: David L. Babson & Co., Inc. as
                                            Collateral Manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SUNAMERICA LIFE INSURANCE COMPANY
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        SWISS LIFE US RAINBOW LIMITED


                                        By: ING Capital Advisors LLC as
                                            Investment Manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        TARA HILL B.V.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        TCW SELECT LOAN FUND, LIMITED


                                        By: TCW Advisors, Inc. as its
                                            Collateral Manager
                                            ------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        THERMOPYLAE FUNDING CORP.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                        TORONTO DOMINION (NEW YORK), INC.
                                        ----------------------------------------
                                        [Print Name of Financial Institution]


                                        By
                                           -------------------------------------
                                           Name:
                                           Title:


[ ]  The above-referenced Financial Institution would like to be Prepaid from
     the Proceeds of the Issuance of the Senior Subordinated Debt (please
     initial).

<PAGE>

                             TRANCHE B TERM LENDERS

                                        Consent to Amendment No. 1 and Waive
                                        Prepayment from the Issuance of Senior
                                        Subordinated Debt (unless the box
                                        below has been checked and is
                                        initialed)


                                          TRAVELERS CORPORATE LOAN