Fifth Consent and Waiver under the Senior Unsecured Term Loan Agreement



 Exhibit 4.2 
  

FIFTH CONSENT AND WAIVER UNDER THE SENIOR UNSECURED 
 TERM LOAN AGREEMENT 
  
 Dated as of November 14, 2005 
  
 FIFTH
CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT, dated as of November 14, 2005 (this “Consent”), among DRESSER, INC., a Delaware corporation (the “Borrower”), the Guarantors (as
defined below), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent. 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Borrower, the Guarantors, the Lenders party thereto and the
Agents have entered into a Senior Unsecured Term Loan Agreement dated as of March 1, 2004, as modified by the Consent and Waiver dated as of March 18, 2005, the Second Consent and Waiver dated as of May 27, 2005, the Third Consent and
Waiver dated as of July 14, 2005 and the Fourth Consent and Waiver dated as of September 29, 2005 (the “Term Loan Agreement”; capitalized terms used herein but not defined shall be used herein as defined in the Term
Loan Agreement). 
  
 WHEREAS, the Borrower desires to modify the
Term Loan Agreement in certain respects and to waive certain Defaults and Events of Default under the Credit Agreement, in each case as provided herein; 
  
 WHEREAS, the Required Lenders have agreed, subject to the terms and conditions hereinafter set forth, to modify the Term Loan Agreement in response to the
Borrower’s request as set forth below; 
  
 NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows: 
  
 SECTION 1. Consent. Notwithstanding anything to the contrary set forth in the Term Loan Agreement, the Required
Lenders hereby consent to (a) the extension of the delivery date specified for the audited financial statements for the Fiscal Year ended December 31, 2004 and the other material with respect to such Fiscal Year required by
Section 5.01(b) of the Term Loan Agreement to no later than February 15, 2006 (the “10K Extended Delivery Date”), it being understood and agreed that if the Borrower fails to deliver such audited financial
statements and other materials on or before the 10K Extended Delivery Date, and a notice of Default with respect to such failure is delivered to the Borrower by the Administrative Agent or the Lenders holding of at least 25% of the outstanding
principal amount of the Senior Unsecured Obligations pursuant to Section 6.01(c) of the Term Loan Agreement, such failure shall constitute an Event of Default for all purposes under the Loan Documents and (b) the extension of the delivery
date specified for the material required by Section 5.01(b) with respect to each of 










 
the fiscal quarters ended March 31, 2005, June 30, 2005 and September 30, 2005 to no later than February 15, 2006 and any
information required to be provided on a current report that is based on or derivative of such material, including any report that requires pro forma financial statements (the “10Q and 8K Extended Delivery Date”), it being
understood and agreed that if the Borrower fails to deliver the materials required by Section 5.01(b) with respect to each of the fiscal quarters ended March 31, 2005, June 30, 2005 and September 30, 2005 by the 10Q and 8K
Extended Delivery Date, and a notice of Default with respect to such failure is delivered to the Borrower by the Administrative Agent or the Lenders holding of at least 25% of the outstanding principal amount of the Senior Unsecured Obligations
pursuant to Section 6.01(c) of the Term Loan Agreement, such failure shall constitute an Event of Default for all purposes under the Loan Documents. Notwithstanding the foregoing, it is further understood and agreed that the Borrower shall
deliver to the Lenders all financial statements for each of the fiscal quarters ended March 31, 2005, June 30, 2005 and September 30, 2005 required to be delivered pursuant to Section 5.01(b) of the Term Loan Agreement at
the same time as such financial statements are delivered to the “Lenders” under the Existing Credit Agreement, and if the Borrower fails to do so, and a notice of Default with respect to such failure is delivered to the Borrower by the
Administrative Agent or the Lenders holding of at least 25% of the outstanding principal amount of the Senior Unsecured Obligations pursuant to Section 6.01(c) of the Term Loan Agreement, such failure shall constitute an Event of Default for
all purposes under the Loan Documents. 
  
 SECTION 2.
Waiver. The Lenders holding not less than a majority in aggregate principal amount of the then outstanding Senior Unsecured Obligations hereby waive any Default or Event of Default in respect of the provisions of Sections 3.01(a)(iv),
3.01(c), 4.01(f), 4.01(g), 4.01(h), 4.01(j), 5.01(b) and 5.01(c) of the Term Loan Agreement and any related or substantially comparable provision of any Loan Document, in each case consisting of, resulting from or relating in any respect to
(i) the re-audit, revision or restatement of any financial statement delivered prior to the date of this Consent and Waiver by the Borrower or any of its Subsidiaries (including, without limitation, any misstatement therein or in any
certificate, representation or warranty relating thereto, or any error, defect or deficiency in accounting procedures or in the application of accounting principles reflected thereby or relating thereto), (ii) any failure to deliver any such
financial statement when or as required, except as required by Section 1 above, (iii) any failure to comply with any obligation that became required to be performed or observed under any of such provisions by reason of the occurrence of
any such Default or Event of Default or (iv) any misstatement as to the absence of any such Default or Event of Default. 
  
 SECTION 3. Conditions to Effectiveness. This Consent shall become effective as of the first date set forth above (the “Effective
Date”) when each of the conditions set forth in this Section 3 to this Consent shall have been fulfilled to the satisfaction of the Administrative Agent. 
  
 (i) Execution of Counterparts. The Administrative Agent shall have received counterparts of this
Consent, duly executed and delivered on behalf of each of (a) the Borrower and each Guarantor, (b) the Administrative Agent and (c) the Required Lenders, or as to any of the foregoing parties, advice reasonably satisfactory to the
Administrative Agent that each of the foregoing parties has executed a counterpart of this Consent. 
  

 2 








 (ii) Payment of Fees and Expenses. The Borrower shall have paid, on or before
November 14, 2005, (a) to the Administrative Agent, for the benefit of each Lender executing this Consent on or before November 10, 2005, a fee equal to 0.05% of the aggregate Commitments and Advances of each such Lender and
(b) all expenses (including the fees and expenses of Shearman & Sterling LLP) incurred in connection with the preparation, negotiation and execution of this Consent and other matters relating to the Term Loan Agreement from and after
the last invoice to the extent invoiced. 
  
 The Administrative
Agent will notify the Borrower when this Consent has become effective as set forth above, and such notice shall be conclusive and binding upon the Lenders. 
  
 SECTION 4. Representations and Warranties. Each Borrower hereby represents and warrants that as of the date hereof no Default has occurred and is
continuing or would result from the effectiveness of this Consent. 
  
 SECTION 5. Reference to and Effect on the Transaction Documents. (a) On and after the effectiveness of this Consent, each reference in the Term Loan Agreement to “hereunder”, “hereof” or words of like import
referring to the Term Loan Agreement, and each reference in the other transaction documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Term Loan Agreement, shall mean and
be a reference to the Term Loan Agreement as modified by this Consent. 
  
 (b) The Term Loan Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Consent, are and shall continue to be in full force and effect and are hereby in all respects ratified and
confirmed. 
  
 (c) The execution, delivery and
effectiveness of this Consent shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents. 
  
 SECTION 6. Execution in Counterparts. This
Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this Consent by telecopier shall be effective as delivery of a manually executed counterpart of this Consent. 
  
 SECTION 7. Governing Law. This Consent shall be governed by, and construed in accordance with, the laws of the State
of New York, and shall be subject to the jurisdictional and service provisions of the Term Loan Agreement, as if this were a part of the Term Loan Agreement. 
  
 SECTION 8. Entire Agreement; Modification. This Consent constitutes the entire agreement of the parties hereto with respect to the subject matter
hereof, there being no other agreements or understandings, oral, written or otherwise, respecting such subject matter, any such agreement or understanding being superseded hereby, shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, and may not be amended, extended or otherwise modified, except in a writing executed in whole or in counterparts by each party hereto. 
  
 [Signatures follow.] 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed and delivered by their
respective authorized officers as of the day and year first above written. 
  

					
	DRESSER, INC., as Borrower
			
	By:	 	 	 	/s/    JAMES A. NATTIER        
	 	 	 Name:
	 	James A Nattier
	 	 	 Title:
	 	Executive Vice President and Chief Financial Officer











 THE GUARANTORS 
  

					
	 DRESSER INTERNATIONAL, INC.

			
	By:	 	 	 	/s/    JAMES A. NATTIER        
	 	 	 Name:
	 	James A Nattier
	 	 	 Title:
	 	Executive Vice President and Chief Financial Officer
	
	 DRESSER RE, INC.

			
	By:	 	 	 	/s/    JAMES A. NATTIER        
	 	 	 Name:
	 	James A Nattier
	 	 	 Title:
	 	Executive Vice President and Chief Financial Officer
	
	 DRESSER RUSSIA, INC.

			
	By:	 	 	 	/s/    JAMES A. NATTIER        
	 	 	 Name:
	 	James A Nattier
	 	 	 Title:
	 	Executive Vice President and Chief Financial Officer
	
	 LVF HOLDING CORPORATION

			
	By:	 	 	 	/s/    JAMES A. NATTIER        
	 	 	 Name:
	 	James A Nattier
	 	 	 Title:
	 	Executive Vice President and Chief Financial Officer












					
	 DRESSER ENTECH, INC.

			
	By:	 	 	 	/s/    JAMES A. NATTIER        
	 	 	 Name:
	 	James A Nattier
	 	 	 Title:
	 	Executive Vice President and Chief Financial Officer
	
	 RING-O VALVE, INCORPORATED

			
	By:	 	 	 	/s/    JAMES A. NATTIER        
	 	 	 Name:
	 	James A Nattier
	 	 	 Title:
	 	Executive Vice President and Chief Financial Officer
	
	 DRESSER CHINA, INC.

			
	By:	 	 	 	/s/    JAMES A. NATTIER        
	 	 	 Name:
	 	James A Nattier
	 	 	 Title:
	 	Executive Vice President and Chief Financial Officer












					
	 MORGAN STANLEY SENIOR FUNDING, INC.,
 as Administrative Agent

			
	By:	 	 	 	/s/    EUGENE MARTIN        
	 	 	 Name:
	 	Eugene Martin
	 	 	 Title:
	 	Vice President












					
	 MORGAN STANLEY & CO. INCORPORATED,
as Collateral Agent

			
	By:	 	 	 	/s/    EUGENE MARTIN        
	 	 	 Name:
	 	Eugene Martin
	 	 	 Title:
	 	Vice President












					
	LENDERS
	
	FRANKLIN FLOATING RATE DAILY ACCESS FUND
			
	 By:
	 	 	 	/s/    RICHARD HSU        
	 	 	 Name:
	 	Richard Hsu
	 	 	 Title:
	 	Vice President












					
	LENDERS
	
	 Franklin Floating Rate Master Series

			
	 By:
	 	 	 	/s/    RICHARD HSU        
	 	 	 Name:
	 	Richard Hsu
	 	 	 Title:
	 	Vice President












					
	LENDERS
	
	Venture III CDO Limited
		
	 By
	 	 its investment advisor, MJX Asset Management LLC

			
	By:	 	 	 	/s/    KEN OSTMANN        
	 	 	 Name:
	 	Ken Ostmann
	 	 	 Title:
	 	Managing Director












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

					
	 	 	 	 	 	 	 By:
	 	 Oak Hill Securities MGP II, Inc.,
 its General Partner

							
	 	 	 	 	 	 	 	 	By:	 	 	 	/s/    SCOTT D. KRASE        
	 	 	 	 	 	 	 	 	 	 	 Name:
	 	Scott D. Krase
	 	 	 	 	 	 	 	 	 	 	 Title:
	 	Vice President
			
	 	 	 	 	OAK HILL SECURITIES FUND, L.P.
					
	 	 	 	 	 	 	 By:
	 	 Oak Hill Securities GenPar, L.P.
 its General Partner

					
	 	 	 	 	 	 	 By:
	 	 Oak Hill Securities MGP, Inc.,
 its General Partner

							
	 	 	 	 	 	 	 	 	By:	 	 	 	/s/    SCOTT D. KRASE        
	 	 	 	 	 	 	 	 	 	 	 Name:
	 	Scott D. Krase
	 	 	 	 	 	 	 	 	 	 	 Title:
	 	Vice President
			
	 	 	 	 	OAK HILL CREDIT PARTNERS I, LIMITED
					
	 	 	 	 	 	 	 By:
	 	 Oak Hill CLO Management I, LLC
 As Investment Manager

							
	 	 	 	 	 	 	 	 	By:	 	 	 	/s/    SCOTT D. KRASE        
	 	 	 	 	 	 	 	 	 	 	 Name:
	 	Scott D. Krase
	 	 	 	 	 	 	 	 	 	 	 Title:
	 	Authorized Person
			
	 	 	 	 	OAK HILL CREDIT PARTNERS III, LIMITED
					
	 	 	 	 	 	 	 By:
	 	 Oak Hill CLO Management III, LLC
 As Investment Manager

							
	 	 	 	 	 	 	 	 	By:	 	 	 	/s/    SCOTT D. KRASE        
	 	 	 	 	 	 	 	 	 	 	 Name:
	 	Scott D. Krase
	 	 	 	 	 	 	 	 	 	 	 Title:
	 	Authorized Person











					
	LENDERS
	
	 Sankaty Advisors, LLC as Collateral
 Manager for AVERY POINT CLO,
 LTD., as Term Lender

			
	By:	 	 	 	/s/    DIANE J. EXTER        
	 	 	Name:	 	Diane J. Exter
	 	 	Title:	 	 Managing Director
 Portfolio Manager













					
	LENDERS
	
	 Sankaty Advisors, LLC as Collateral
 Manager for Prospect Funding I,
 LLC as Term Lender

			
	By:	 	 	 	/S/    DIANE J.
EXTER        
	 	 	Name:	 	Diane J. Exter
	 	 	Title:	 	 Managing Director
 Portfolio Manager













					
	LENDERS
	
	Credit Industriel et Commercial
			
	By:	 	 	 	/s/    ANTHONY ROCK        
	 	 	Name:	 	Anthony Rock
	 	 	Title:	 	Vice President
			
	By:	 	 	 	/s/    SEAN MOUNIER        
	 	 	Name:	 	Sean Mounier
	 	 	Title:	 	Vice President










					
	LENDERS
	
	Metropolitan Life Insurance Company
	[Print Name of Financial Institution]
			
	By:	 	 	 	/s/    JAMES R.
DINGLER        
	 	 	Name:	 	James R. Dingler
	 	 	Title:	 	Director










			
	LENDERS
	
	Ares VI CLO Ltd.
		
	By:	 	 Ares CLO Management VI, L.P.,
 Investment
Manager

		
	By:	 	 Ares CLO GP VI, LLC,
 Its Managing
Member

		
	By:	 	/s/    SETH J.
BRUFSKY        
	Name:	 	Seth J. Brufsky
	Title:	 	Vice President












			
	LENDERS
	
	Ares VIII CLO Ltd.
		
	By:	 	 Ares CLO Management VIII, L.P.,
 Investment
Manager

		
	By:	 	 Ares CLO GP VIII, LLC,
 Its General
Partner

		
	By:	 	/s/    SETH J.
BRUFSKY        
	Name:	 	Seth J. Brufsky
	Title:	 	Vice President












					
	LENDERS
	
	Trimaran CLO IV Ltd.
			
	By:	 	 	 	/s/    DAVID M.
MILLISON        
	 	 	Name:	 	David M. Millison
	 	 	Title:	 	Managing Director












			
	LENDERS
	
	ARES III CLO Ltd.
		
	By:	 	 ARES CLO Management, LLC,
 Investment
Manager

		
	By:	 	/s/    SETH J.
BRUFSKY        
	Name:	 	Seth J. Brufsky
	Title:	 	Vice President












			
	LENDERS
	
	Ares IV CLO Ltd.
		
	By:	 	 Ares CLO Management IV, L.P.,
 Investment
Manager

		
	By:	 	 Ares CLO GP IV, LLC,
 Its Managing
Member

		
	By:	 	/s/    SETH J.
BRUFSKY        
	Name:	 	Seth J. Brufsky
	Title:	 	Vice President












					
	LENDERS
	
	HARBOUR TOWN FUNDING LLC
			
	By:	 	 	 	/s/    M. CRISTINA
HIGGINS        
	 	 	Name:	 	M. Cristina Higgins
	 	 	Title:	 	Assistant Vice President












					
	LENDERS
	
	 Sankaty Advisor, LLC as Collateral
 Manager
for Castle Hill II -
 INGOTS, Ltd., as Term Lender

	 [Print Name of Financial Institution]

			
	By:	 	 	 	/s/    DIANE J. EXTER        
	 	 	 Name:
	 	DIANE J. EXTER
	 	 	 Title:
	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER













					
	LENDERS
	
	Sankaty High Yield Partners, II, L.P.
	 [Print Name of Financial Institution]

			
	By:	 	 	 	/s/    DIANE J. EXTER        
	 	 	 Name:
	 	DIANE J. EXTER
	 	 	 Title:
	 	 MANAGING DIRECTOR
 PORTFOLIO MANAGER













					
	LENDERS
	
	Franklin CLO I, Limited
			
	By:	 	 	 	/s/    DAVID ARDINI        
	 	 	 Name:
	 	David Ardini
	 	 	 Title:
	 	Vice President












					
	LENDERS
	
	Franklin CLO II, Limited
			
	By:	 	 	 	/s/    DAVID ARDINI        
	 	 	 Name:
	 	David Ardini
	 	 	 Title:
	 	Vice President












					
	LENDERS
	
	Southport CLO, Limited
		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

			
	 	 	By:	 	/s/    MOHAN V.
PHANSALKAR        
	 	 	 	 	Mohan V. Phansalkar
	 	 	 	 	Managing Director












					
	LENDERS
	
	SEQUILS-MAGNUM, LTD.
		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

			
	 	 	By:	 	/s/    MOHAN V.
PHANSALKAR        
	 	 	 	 	Mohan V. Phansalkar
	 	 	 	 	Managing Director












					
	LENDERS
	
	PIMCO Floating Rate Income Fund
		
	By:	 	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
			
	 	 	By:	 	/s/    MOHAN V.
PHANSALKAR        
	 	 	 	 	Mohan V. Phansalkar
	 	 	 	 	Managing Director












					
	LENDERS
	
	Loan Funding III LLC
		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

			
	 	 	By:	 	/s/    MOHAN V.
PHANSALKAR        
	 	 	 	 	Mohan V. Phansalkar
	 	 	 	 	Managing Director












			
	LENDERS
	
	Bedford CDO, Limited
		
	By:	 	 Pacific Investment Management Company LLC,
 as its
Investment Advisor

		
	By:	 	/s/    MOHAN V.
PHANSALKAR        
	 	 	Mohan V. Phansalkar
	 	 	Managing Director












			
	LENDERS
	
	 Venture V CDO Limited

	 [Print Name of Financial Institution]

	
	 By its Investment advisor, MJX Asset
 Management LLC

		
	By:	 	/s/ [Illegible]
	 	 	 Name:

	 	 	 Title:













					
	LENDERS	 	 
	
	 JUPITER LOAN FUNDING LLC

			
	By:	 	 	 	/s/    M. CRISTINA
HIGGINS        
	 	 	 Name:
	 	M. Cristina Higgins
	 	 	 Title:
	 	Assistant Vice President












					
	LENDERS
	
	 Landmark IV CDO Limited

		
	By:	 	 Aladdin Capital Management LLC,
 As
Manager

			
	By:	 	 	 	/s/    JOSEPH MORONEY,
CFA        
	 	 	 Name:
	 	Joseph Moroney, CFA
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	 Landmark II CDO Limited

		
	By:	 	 Aladdin Capital Management LLC,
     As Manager

			
	By:	 	 	 	/s/    JOSEPH MORONEY,
CFA        
	 	 	 Name:
	 	Joseph Moroney, CFA
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	 Landmark CDO Limited

		
	By:	 	 Aladdin Capital Management LLC,
     As Manager

			
	By:	 	 	 	/s/    JOSEPH MORONEY,
CFA        
	 	 	 Name:
	 	Joseph Moroney, CFA
	 	 	 Title:
	 	Authorized Signatory












			
	 BOSTON HARBOR CLO 2004-1, Ltd.

		
	 	 	/s/    BETH MAZOR        
	 By:
	 	Beth Mazor
	 Title:
	 	V.P.












			
	LENDERS
	
	 BOSTON HARBOR CLO 2004-1, LTD.

		
	By:	 	 See Following Page

	 	 	 Name:

	 	 	 Title:













			
	 PUTNAM VARIABLE TRUST – PVT
 DIVERSIFIED INCOME FUND

		
	 	 	/s/    BETH MAZOR        
	 By:
	 	Beth Mazor
	 Title:
	 	V.P.












			
	LENDERS
	
	 PUTNAM VARIABLE TRUST – PVT
 DIVERSIFIED INCOME FUND

		
	By:	 	 See Following Page

	 	 	 Name:

	 	 	 Title:













			
	 PUTNAM VARIABLE TRUST – PVT
 HIGH YIELD
FUND

		
	 	 	/s/    BETH MAZOR        
	 By:
	 	Beth Mazor
	 Title:
	 	V.P.












					
	LENDERS
	
	PUTNAM VARIABLE TRUST – PVT HIGH YIELD FUND
		
	By:	 	 See Following Page

	 	 	 Name:
	 	 
	 	 	 Title:
	 	 












			
	PUTNAM HIGH YIELD ADVANTAGE FUND
		
	 	 	/s/    BETH MAZOR        
	 By:
	 	Beth Mazor
	 Title:
	 	V.P.












					
	LENDERS
	
	PUTNAM HIGH YIELD ADVANTAGE FUND
		
	By:	 	 See Following Page

	 	 	 Name:
	 	 
	 	 	 Title:
	 	 












			
	PUTNAM HIGH YIELD TRUST
		
	 	 	/s/    BETH MAZOR        
	 By:
	 	Beth Mazor
	 Title:
	 	V.P.












					
	LENDERS
	
	PUTNAM HIGH YIELD TRUST
		
	By:	 	 See Following Page

	 	 	 Name:
	 	 
	 	 	 Title:
	 	 












			
	PUTNAM PREMIER INCOME TRUST
		
	 	 	/s/    BETH MAZOR        
	 By:
	 	Beth Mazor
	 Title:
	 	V.P.












					
	LENDERS
	
	PUTNAM PREMIER INCOME TRUST
		
	By:	 	 See Following Page

	 	 	 Name:
	 	 
	 	 	 Title:
	 	 












			
	PUTNAM MASTER INTERMEDIATE INCOME TRUST
		
	 	 	/s/    BETH MAZOR        
	 By:
	 	Beth Mazor
	 Title:
	 	V.P.












					
	LENDERS
	
	PUTNAM MASTER INTERMEDIATE INCOME TRUST
		
	By:	 	 See Following Page

	 	 	 Name:
	 	 
	 	 	 Title:
	 	 












			
	PUTNAM DIVERSIFIED INCOME TRUST
		
	 	 	/s/    BETH MAZOR        
	 By:
	 	Beth Mazor
	 Title:
	 	V.P.












					
	LENDERS
	
	PUTNAM DIVERSIFIED INCOME TRUST
		
	By:	 	 See Following Page

	 	 	 Name:
	 	 
	 	 	 Title:
	 	 












			
	PUTNAM FLOATING RATE INCOME FUND
		
	 	 	/s/    BETH MAZOR        
	 By:
	 	Beth Mazor
	 Title:
	 	V.P.












					
	LENDERS
	
	PUTNAM FLOATING RATE INCOME FUND
		
	By:	 	 See Following Page

	 	 	 Name:
	 	 
	 	 	 Title:
	 	 












			
	LENDERS
	
	Floating B___ Income Strategies Fund, Inc.
		
	By:	 	/s/ [Illegible]
	
	SENIOR HIGH INCOME PORTFOLIO, INC.
		
	By:	 	/s/ [Illegible]
	
	DEBT STRATEGIES FUND, INC.
		
	By:	 	/s/ [Illegible]
	
	 Merrill Lynch Global Investment Series:
 Income Strategies Portfolio

		
	 By:
	 	 Merrill Lynch Investment Managers, L.P.
 as Investment
Advisor

		
	By:	 	/s/ [Illegible]












			
	LENDERS
	
	 
	 Eagle Creek CLO, Ltd.

		
	By:	 	/s/    AMY L. GIBSON        
	 	 	Amy L. Gibson, Vice President












					
	LENDERS
	
	AMMC CLO IV, LIMITED
		
	 By:
	 	 American Money Management Corp.,
 as
Collateral Manager

			
	By:	 	 	 	/s/    CHESTER M. ENG        
	 	 	 Name:
	 	Chester M. Eng
	 	 	 Title:
	 	Senior Vice President












					
	LENDERS
	
	AMMC CDO II, LIMITED
		
	 By:
	 	 American Money Management Corp.,
 as
Collateral Manager

			
	By:	 	 	 	/s/    CHESTER M. ENG        
	 	 	 Name:
	 	Chester M. Eng
	 	 	 Title:
	 	Senior Vice President












					
	LENDERS
	
	 Centurion CDO VI, Ltd.

		
	 By:
	 	 RiverSource Investments, LLC as Collateral Manager

	 [Print Name of Financial Institution]

			
	By:	 	 	 	/s/    VINCENT P. PHAM        
	 	 	 Name:
	 	Vincent P. Pham
	 	 	 Title:
	 	Director - Operations












					
	LENDERS
	
	 Sequils-Centurion V, Ltd.
 By: RiverSource Investments, LLC as Collateral Manager
 [Print Name of Financial Institution]

			
	By:	 	 	 	/s/    VINCENT P. PHAM        
	 	 	 Name:
	 	Vincent P. Pham
	 	 	 Title:
	 	Director - Operations












					
	LENDERS
	
	 Centurion CDO II, Ltd.

		
	By:	 	RiverSource Investments, LLC as Collateral Manager
	[Print Name of Financial Institution]
			
	By:	 	 	 	/s/    VINCENT P. PHAM        
	 	 	 Name:
	 	Vincent P. Pham
	 	 	 Title:
	 	Director - Operations












													
	 	 	 	 	 	 	 	 	LENDERS
					
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 [Print Name of Financial Institution]

							
	 	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 	 	 	 	 Title:
	 	 
					
	 	 	 	 	 	 	 	 	 NYLIM Flatiron CLO 2003-1 Ltd.

				
	 New York Life Insurance Company
	 	 	 	 By:
	 	 New York Life Investment Management LLC,
 as Collateral Manager and Attorney-in-Fact

							
	By:	 	 	 	/s/    ROBERT H. DIAL        	 	 	 	By:	 	 	 	/s/    ROBERT H. DIAL        
	 	 	 Name:
	 	Robert H. Dial	 	 	 	 	 	 Name:
	 	ROBERT H. DIAL
	 	 	 Title:
	 	Vice President	 	 	 	 	 	 Title:
	 	Managing Director
			
	 New York Life Insurance and Annuity Corporation
	 	 	 	 NYLIM Flatiron CLO 2004-1 Ltd.

					
	 By:
	 	 New York Life Investment Management LLC,
 Its Investment Manager
	 	 	 	 By:
	 	 New York Life Investment Management LLC,
 as Collateral Manager and Attorney-in-Fact

							
	By:	 	 	 	/s/    ROBERT H. DIAL        	 	 	 	By:	 	 	 	/s/    ROBERT H. DIAL        
	 	 	 Name:
	 	ROBERT H. DIAL	 	 	 	 	 	 Name:
	 	ROBERT H. DIAL
	 	 	 Title:
	 	Managing Director	 	 	 	 	 	 Title:
	 	Managing Director
			
	 	 	 	 	 NYLIM Flatiron CLO 2005-1 Ltd.

					
	 	 	 	 	 	 	 By:
	 	 New York Life Investment Management LLC,
 as Collateral Manager and Attorney-in-Fact

							
	 	 	 	 	 	 	 	 	By:	 	 	 	/s/    ROBERT H. DIAL        
	 	 	 	 	 	 	 	 	 	 	 Name:
	 	ROBERT H. DIAL
	 	 	 	 	 	 	 	 	 	 	 Title:
	 	Managing Director
			
	 	 	 	 	 NYLIM High Yield CDO 2001 Ltd.

					
	 	 	 	 	 	 	 By:
	 	 New York Life Investment Management LLC,
 as Collateral Manager and Attorney-in-Fact

							
	 	 	 	 	 	 	 	 	By:	 	 	 	/s/    ROBERT H. DIAL        
	 	 	 	 	 	 	 	 	 	 	 Name:
	 	ROBERT H. DIAL
	 	 	 	 	 	 	 	 	 	 	 Title:
	 	Managing Director











					
	LENDERS
	
	 Morgan Stanley Senior Funding, Inc.

			
	By:	 	 	 	/s/    EUGENE F. MARTIN        
	 	 	 Name:
	 	Eugene F. Martin
	 	 	 Title:
	 	Vice President












					
	LENDERS
	
	Franklin CLO III, Limited
			
	By:	 	 	 	/s/    DAVID ARDINI        
	 	 	 Name:
	 	David Ardini
	 	 	 Title:
	 	Vice President


  

 CONFIDENTIAL FOR FRDG USE ONLY 









					
	LENDERS
	
	FRANKLIN CLO IV, LIMITED
			
	By:	 	 	 	/s/    DAVID ARDINI        
	 	 	 Name:
	 	David Ardini
	 	 	 Title:
	 	Vice President


  

 CONFIDENTIAL FOR FRDG USE ONLY