Amendment No.12 to the Credit Agreement



 Exhibit 4.1 
  

AMENDMENT NO. 12 TO AND WAIVER UNDER 
 THE CREDIT AGREEMENT 
  
 Dated as of
November 14, 2005 
  
 AMENDMENT NO. 12 TO AND WAIVER
UNDER THE CREDIT AGREEMENT, dated as of November 14, 2005 (this “Amendment”), among DRESSER, INC., a Delaware corporation (the “U.S. Borrower”), D.I. LUXEMBOURG S.A.R.L., a corporation organized
and existing under the laws of Luxembourg (the “Euro Borrower”, and, collectively with the U.S. Borrower, the “Borrowers”), DRESSER HOLDINGS, INC., a Delaware corporation (“Dresser
Holdings” or the “Parent”), DEG ACQUISITIONS, LLC, a Delaware limited liability company (“DEG Acquisitions”), the Lenders listed on the signature pages hereto and MORGAN STANLEY SENIOR
FUNDING, INC. (“MSSF”), as Administrative Agent. 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Borrowers, DEG Acquisitions, the Subsidiary Guarantors, the Lender Parties party thereto and the Agents have entered into a Credit Agreement
dated as of April 10, 2001, as amended by Amendment No. 1 thereto dated as of March 13, 2002, Amendment No. 2 thereto dated as of June 17, 2002, Amendment No. 3 thereto dated as of December 11, 2002, Amendment
No. 4 and Waiver thereto dated as of March 31, 2003, Amendment No. 5 thereto dated as of June 30, 2003, Amendment No. 6 and Waiver thereto dated as of August 5, 2003, Amendment No. 7 thereto dated as of
March 1, 2004, Amendment No. 8 and Waiver thereto dated as of March 18, 2005, Amendment No. 9 and Waiver thereto dated as of May 27, 2005, Amendment No. 10 and Waiver thereto dated as of July 14, 2005 and as
modified by the Consent dated as of June 3, 2004 and Amendment No. 11 and Waiver thereto dated as of September 29, 2005 (as so amended and modified, the “Credit Agreement”; capitalized terms used herein but not
defined shall be used herein as defined in the Credit Agreement). Dresser Holdings has entered into an Assignment and Assumption Agreement dated as of July 3, 2002 with DEG Acquisitions whereby Dresser Holdings assumed the duties and
liabilities of DEG Acquisitions under the Credit Agreement and the Security Agreement. 
  
 WHEREAS, the Borrowers desire to (a) amend certain provisions of the Credit Agreement and (b) waive certain Defaults and Events of Default under the Credit Agreement, in each case as provided herein;

  
 WHEREAS, the Required Lenders have agreed, subject to the
terms and conditions hereinafter set forth, to grant the Borrowers’ request as set forth below; 









 NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows: 
  
 SECTION 1. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3, the Credit
Agreement is, effective as of the date hereof, hereby amended as follows: 
  
 (a) The definition of “EBITDA” is amended by adding to the table contained therein the following additional rows: 
  

				
	 March 31, 2005
	  	U.S.$	37,517,000
	 June 30, 2005
	  	U.S.$	56,546,000

  
 (b)
Section 5.01 is amended by replacing clause (q) with the following: 
  
 “(q) On or prior to February 15, 2006, the U.S. Borrower shall furnish to the Agents and the Lender Parties (i) audited annual financial statements for the Fiscal Year ended in 2004, as required by
Section 5.03(b) and (ii) to the extent that the annual financial statements for the Fiscal Years ended in 2002 or 2003 are required to be restated in connection with the preparation of such financial statements for the Fiscal Year ended in
2004, revised audited financial statements for such Fiscal Years, as required by Section 5.03(b), it being agreed that the delivery of the financial statements contained in the U.S. Borrower’s Annual Report on Form 10-K for the Fiscal Year
ended in 2004, if such financial statements include the restated annual financial statements for the Fiscal Years ended in 2002 or 2003, shall satisfy the requirements of this clause (ii).” 
  
 SECTION 2. Waiver and Standstill. (a) Subject to Section 3
hereof, the Required Lenders hereby waive any Default or Event of Default in respect of the provisions of Sections 2.06(b)(ii) (but only in respect of equity proceeds in an amount not greater than $10,000,000 used to finance an asset acquisition),
2.07(a), 2.08(c), 3.01(a)(vi), 3.01(c), 3.01(e), 3.01(i), 3.02, 4.01(g), 4.01(h), 4.01(i), 4.01(j), 4.01(q)(ii), 5.01(a), 5.01(g), 5.02(b)(ii)(F) and (G), 5.02(f)(vii), (viii) and (ix), 5.02(g), 5.03(a), 5.03(b), 5.03(c), 5.03(d), 5.04(a) and
5.04(b) of the Credit Agreement and any related or substantially comparable provision of any Loan Document, in each case consisting of, resulting from or relating in any respect to (i) the re-audit, revision or restatement of any financial
statement delivered prior to the date of this Amendment by the U.S. Borrower or any of its Subsidiaries (including, without limitation, any misstatement therein or in any certificate, representation or warranty relating thereto and any error, defect
or deficiency in accounting procedures or in the application of accounting principles reflected thereby or relating thereto), (ii) any failure to deliver any such financial statement or the 2004 audited annual financial statements when or as
required, except as required by Section 5.01(q), (iii) any failure to comply with any obligation that became required to be performed or observed under any of such provisions by reason of the occurrence of any such Default or Event of
Default or (iv) any misstatement as to the absence of any such Default or Event of Default. 
  
 (b) Subject to Section 3 hereof, the Required Lenders waive any Default or Event of Default now existing or hereafter arising under
Section 6.01(e) of the Credit Agreement 

  

 2 








 
resulting from a default under Section 4.03 of the Indenture under which the Senior Subordinated Debt was issued; provided, however, that the
exercise by the Trustee or the requisite holders of Senior Subordinated Notes of their right to give a notice of acceleration pursuant to Section 6.02 of such Indenture by reason of the existence of such default under Section 4.03 of the
Indenture shall constitute an immediate Event of Default. 
  
 SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the date when each of the conditions set forth in this Section 3 to this Amendment shall have been fulfilled to the satisfaction of the
Administrative Agent. 
  
 (i) Execution of
Counterparts. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of each of (a) the Borrowers, (b) the Administrative Agent and (c) the Required Lenders, or as to any
of the foregoing parties, advice reasonably satisfactory to the Administrative Agent that each of the foregoing parties has executed a counterpart of this Amendment. 
  
 (ii) Payment of Fees and Expenses. The U.S. Borrower shall have paid (a) to the Administrative
Agent, for the benefit of each Lender executing this Amendment on or before November 10, 2005, a fee equal to 0.05% of the aggregate Revolving Credit Commitments and Tranche C Term Advances of each such Lender and (b) all expenses
(including the fees and expenses of Shearman & Sterling LLP) incurred in connection with the preparation, negotiation and execution of this Amendment and other matters relating to the Credit Agreement from and after the last invoice to the
extent invoiced. 
  
 (iii) Execution of
Consent. The Administrative Agent shall have received counterparts of a Consent substantially in the form of Exhibit A to this Amendment, duly executed by each of the entities listed therein. 
  
 (iv) Waiver Under Refinancing Loan Agreement. The
requisite number of lenders under the Refinancing Loan Agreement shall have agreed to waive any defaults under the Refinancing Loan Agreement arising from the matters referred to herein, on terms satisfactory to the Administrative Agent. 

 
 SECTION 4. Representations and Warranties. Each Borrower hereby
represents and warrants as follows: 
  
 (a) On
the date hereof, after giving effect to this Amendment, (i) no event has occurred and is continuing, or would result from the effectiveness of this Amendment, that constitutes a Default and (ii) all representations and warranties set forth
in the Loan Documents shall be true and correct in all material respects. 
  
 (b) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance
by the Borrowers of this Amendment and by the Guarantors and the Grantors of the consent attached hereto or other transactions contemplated hereby. 
  

 3 








 (c) This Amendment has been duly executed and delivered by the Borrowers. The consent
attached hereto has been duly executed and delivered by each of the Guarantors and the Grantors. This Amendment and each of the other Loan Documents, as amended hereby, to which each Borrower, each Guarantor and each Grantor is a party are legal,
valid and binding obligations of such Borrower, such Guarantor and such Grantor, as applicable, enforceable against such Borrower, such Guarantor and such Grantor, as applicable, in accordance with their respective terms. 
  
 SECTION 5. Reference to and Effect on the Transaction Documents.
(a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other transaction
documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified by this Amendment. 
  
 (b) The Credit Agreement, the Notes and each of the other
Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and
all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. 
  
 (c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

  

 4 








 SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 
  
 SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, and shall be
subject to the jurisdictional and service provisions of the Credit Agreement, as if this were a part of the Credit Agreement. 
  
 SECTION 8. Entire Agreement; Modification. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter
hereof, there being no other agreements or understandings, oral, written or otherwise, respecting such subject matter, any such agreement or understanding being superseded hereby, shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, and may not be amended, extended or otherwise modified, except in a writing executed in whole or in counterparts by each party hereto. 
  
 [Signatures follow.] 
  

 5 








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

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

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

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













									
	DEG ACQUISITIONS, LLC
			
	By:	 	 	 	 FIRST RESERVE FUND VIII, L.P.,
 a Delaware
limited partnership, its Manager

				
	 	 	 By:
	 	 	 	 FIRST RESERVE GP VIII, L.P.,
 a Delaware
limited partnership, its general partner

					
	 	 	 	 	 By:
	 	 	 	 FIRST RESERVE CORPORATION,
 a Delaware
corporation, its general partner

					
	 	 	 	 	By:	 	 	 	/s/    THOMAS R.
DENNISON        
	 	 	 	 	 	 	 Name:
	 	Thomas R. Dennison
	 	 	 	 	 	 	 Title:
	 	Managing Director












			
	DRESSER HOLDINGS, 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:
	 	Managing Director












					
	 MORGAN STANLEY & CO. INCORPORATED,
 as Collateral Agent

			
	By:	 	 	 	/s/    EUGENE MARTIN        
	 	 	 Name:
	 	Eugene Martin
	 	 	 Title:
	 	Managing Director











  
 EXHIBIT A TO AMENDMENT NO.
12 
  
 CONSENT 
  
 Reference is made to the Credit Agreement, dated as of April 10, 2001,
as amended by Amendment No. 1 thereto dated as of March 13, 2002, Amendment No. 2 thereto dated as of June 17, 2002, Amendment No. 3 thereto dated as of December 11, 2002, Amendment No. 4 and Waiver thereto dated
as of March 31, 2003, Amendment No. 5 dated as of June 30, 2003, Amendment No. 6 and Waiver thereto dated as of August 5, 2003 and Amendment No. 7 thereto dated as of March 1, 2004, Amendment No. 8 and Waiver
thereto dated as of March 18, 2005, Amendment No. 9 and Waiver thereto dated as of May 27, 2005, Amendment No. 10 and Waiver thereto dated as of July 14, 2005 and Amendment No. 11 and Waiver thereto dated as of
September 29, 2005 and as modified by the Consent dated as of June 3, 2004, among the Borrowers, the Lender Parties party thereto, and Morgan Stanley Senior Funding, Inc., as Administrative Agent (such Credit Agreement, as so amended and
modified, the “Credit Agreement”). 
  
 Each of the undersigned confirms and agrees that (a) notwithstanding the effectiveness of the foregoing Amendment No. 12 to and Waiver under the Credit Agreement, each Loan Document to which such Person is a party is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in all respects, in each case as amended by Amendment No. 12 to and Waiver under the Credit Agreement, and (b) the Collateral Documents to which such Person is a
party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations and the Guaranteed Obligations, respectively (in each case, as defined therein). 
  

							
	DEG ACQUISITIONS, LLC
			
	By:	 	 	 	 FIRST RESERVE FUND VIII, L.P.,
 a Delaware
limited partnership, its Manager

				
	 	 	By:	 	 	 	 FIRST RESERVE GP VIII, L.P.,
 a Delaware limited
partnership, its general partner

			
	By:	 	 	 	 FIRST RESERVE CORPORATION,
 a Delaware
corporation, its general partner

				
	 	 	By:	 	 	 	/s/    THOMAS R.
DENNISON        
	 	 	 	 	 Name:
	 	Thomas R. Dennison
	 	 	 	 	 Title:
	 	Managing Director












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












					
	LENDERS
	
	 ULT CBNA Loan Funding LLC, for itself or as
 agent for ULT CFPI Loan Funding LLC

			
	By:	 	 	 	/s/    MIKAS N. KINS        
	 	 	 Name:
	 	Mikas N. Kins
	 	 	 Title:
	 	As Attorney-in-Fact












					
	LENDERS
	
	 NAVIGATOR CDO 2004, LTD.

		
	 By:
	 	 Antares Asset Management Inc., as Agent

			
	 By:
	 	 	 	/s/    DAVID [illegible]        
	 	 	 Name:
	 	David [illegible]
	 	 	 Title:
	 	Vice President












					
	LENDERS
	
	 NOVA CDO 2001, LTD.

			
	 By:
	 	 	 	/s/    STEVEN J.
ROBINSON        
	 	 	 Name:
	 	Steven J. Robinson
	 	 	 Title:
	 	Vice President












					
	LENDERS
	
	 Sankaty Advisors, LLC as Collateral
 Manager
for A VERY POINT CLO,
 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 Advisors, LLC, as Collateral
 Manager
for Brant Point II CBO
 2000-1 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 Advisors, LLC as Collateral
 Manager
for Castle Hill III CLO,
 Limited, as Term Lender

	 [Print Name of Financial Institution]

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













					
	LENDERS
	
	 Sankaty Advisors, LLC as Collateral
 Manager
for Castle Hill I - 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 Advisors, 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 Advisors, LLC as Collateral
 Manager
for Race Point CLO, Limited,
 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 III, L.P.

	 	 	 [Print Name of Financial Institution]




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













					
	 PPM SPYGLASS FUNDING TRUST

			
	By:	 	 	 	/s/    M. CRISTINA HIGGINS
        
	 	 	 Name:
	 	M. Cristina Higgins
	 	 	 Title:
	 	AUTHORIZED AGENT












					
	WINGED FOOT FUNDING TRUST
			
	By:	 	 	 	/s/    M. CRISTINA HIGGINS
        
	 	 	 Name:
	 	M. Cristina Higgins
	 	 	 Title:
	 	AUTHORIZED AGENT












			
	LENDERS
	
	Columbus Loan Funding Ltd.
		
	By:	 	 Citigroup Alternative Investments LLC

		
	By:	 	/s/    JOHN
O’CONNELL        
	 Name:
	 	John O’Connell
	 Title:
	 	Vice President












			
	LENDERS
	
	 Citigroup Investments Corporate Loan Fund Inc.

		
	By:	 	Citigroup Alternative Investments LLC
		
	By:	 	/s/    JOHN
O’CONNELL        
	 Name:
	 	John O’Connell
	 Title:
	 	Vice President












					
	LENDERS
	
	 FRANKLIN FLOATING RATE
 DAILY ACCESS FUND

	 [Print Name of Financial Institution]

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












					
	LENDERS
	
	AIM FLOATING RATE FUND
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Sub-Adviser



  

					
			
	By:	 	 	 	/s/    THOMAS H. B.
EWALD        
	 	 	 Name:
	 	Thomas H. B. Ewald
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	ALZETTE EUROPEAN CLO S.A.
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Collateral Manager



  

					
			
	By:	 	 	 	/s/    THOMAS H. B.
EWALD        
	 	 	 Name:
	 	Thomas H. B. Ewald
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	 AVALON CAPITAL LTD. 3

		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Asset Manager



  

					
			
	By:	 	 	 	/s/    THOMAS H. B.
EWALD        
	 	 	 Name:
	 	Thomas H. B. Ewald
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	CHAMPLAIN CLO, LTD.
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Collateral Manager



  

					
			
	By:	 	 	 	/s/    THOMAS H. B.
EWALD        
	 	 	 Name:
	 	Thomas H. B. Ewald
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	CHARTER VIEW PORTFOLIO
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As
Investment Advisor

			
	By:	 	 	 	/s/    THOMAS H. B.
EWALD        
	 	 	 Name:
	 	Thomas H. B. Ewald
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	INVESCO EUROPEAN CDO I S.A.
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As
Collateral Manager

			
	By:	 	 	 	/s/    THOMAS H. B.
EWALD        
	 	 	 Name:
	 	Thomas H. B. Ewald
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC
		
	By:	 	INVESCO Senior Secured Management, Inc. As Portfolio Manager
			
	By:	 	 	 	/s/    THOMAS H. B.
EWALD        
	 	 	 Name:
	 	Thomas H. B. Ewald
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	PETRUSSE EUROPEAN CLO S.A.fvfv
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As
Collateral Manager

			
	By:	 	 	 	/s/    THOMAS H. B.
EWALD        
	 	 	 Name:
	 	Thomas H. B. Ewald
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	SARATOGA CLO I, LIMITED
		
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Asset Manager

			
	 By:
	 	 	 	/s/    THOMAS H. B.
EWALD        
	 	 	 Name:
	 	Thomas H. B. Ewald
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	KATONAH III, LTD. by Sankaty Advisors LLC as Sub-Advisors
			
	 By:
	 	 	 	/s/    DIANE J. EXTER        
	 	 	 Name:
	 	Diane J. Exter
	 	 	 Title:
	 	Managing Director
	 	 	 	 	Portfolio Manager












					
	LightPoint CLO 2004-1, Ltd.
			
	By:	 	 	 	/S/    THIMOTHY S. VAN
KIRK        
	 	 	 Name:
	 	THIMOTHY S. VAN KIRK
	 	 	 Title:
	 	MANAGING DIRECTOR












					
	LENDERS
	
	 Venture IV CDO Limited

		
	 By:
	 	its investment advisor, MJX Asset Management LLC
			
	 By:
	 	 	 	/s/    KEN OSTMARIN        
	 	 	 Name:
	 	Ken Ostmarin
	 	 	 Title:
	 	Director












					
	LENDERS
	
	 Clydesdale CLO 2003 Ltd
 [Print Name of Financial Institution]

			
	 By:
	 	 	 	/s/    ELIZABETH MACE        
	 	 	 Name:
	 	Elizabeth Mace
	 	 	 Title:
	 	Managing Director
			
	 	 	 	 	 NOMURA CORPORATE RESEARCH
 AND ASSET MANAGEMENT INC.
 AS
 COLLATERAL MANAGER













					
	LENDERS
	
	 Clydesdale CLO 2004, Ltd
 [Print Name of Financial Institution]

			
	 By:
	 	 	 	/s/    ELIZABETH MACE        
	 	 	 Name:
	 	Elizabeth Mace
	 	 	 Title:
	 	Managing Director
			
	 	 	 	 	 NOMURA CORPORATE RESEARCH
 AND ASSET MANAGEMENT INC.
 AS
 COLLATERAL MANAGER













					
	LENDERS
	
	 NCRAM Loan Trust
 [Print Name of Financial Institution]

			
	 By:
	 	 	 	/s/    ELIZABETH MACE        
	 	 	 Name:
	 	Elizabeth Mace
	 	 	 Title:
	 	Managing Director
			
	 	 	 	 	 NOMURA CORPORATE RESEARCH
 AND ASSET MANAGEMENT INC.
 AS
 COLLATERAL MANAGER













			
	LENDERS
	
	 Trust Company of the West
 [Print Name of Financial Institution]

	
	 FIRST 2004-I CLO, LTD.

		
	 By:
	 	 TCW Advisors, Inc.,
 its Collateral Manager

		
	 By:
	 	/s/    VIKAS
MAVINKURVE        
	 Name:
	 	Vikas Mavinkurve
	 Title:
	 	Vice President
		
	 By:
	 	/s/    STEPHEN SUO        
	 Name:
	 	Stephen Suo
	 Title:
	 	Vice President












			
	LENDERS
	
	 Trust Company of the West
 [Print Name of Financial Institution]

	
	 FIRST 2004-II CLO, LTD.

		
	 By:
	 	 TCW Advisors, Inc.,
 its Collateral Manager

		
	 By:
	 	/s/    VIKAS
MAVINKURVE        
	 Name:
	 	Vikas Mavinkurve
	 Title:
	 	Vice President
		
	 By:
	 	/s/    STEPHEN SUO        
	 Name:
	 	Stephen Suo
	 Title:
	 	Vice President










			
	LENDERS
	
	 Trust Company of the West
 [Print Name of Financial Institution]

	
	 LOAN FUNDING I LLC,
 a wholly owned subsidiary of Citibank, N.A.

		
	 By:
	 	 TCW Advisors, Inc.,
 as portfolio manager of
 Loan Funding I LLC

		
	 By:
	 	/s/    VIKAS
MAVINKURVE        
	 Name:
	 	Vikas Mavinkurve
	 Title:
	 	Vice President
		
	 By:
	 	/s/    STEPHEN SUO        
	 Name:
	 	Stephen Suo
	 Title:
	 	Vice President












			
	LENDERS
	
	 Trust Company of the West

	[Print Name of Financial Institution]
	
	 VELOCITY CLO, LTD.

		
	By:	 	 TCW Advisors, Inc.,
 its Collateral
Manager

		
	By:	 	/s/    VIKAS MAVINKURVE        
	 Name:
	 	VIKAS MAVINKURVE
	 Title:
	 	VICE PRESIDENT
		
	By:	 	/s/    STEPHEN SUO        
	 Name:
	 	Stephen Suo
	 Title:
	 	Vice President












			
	LENDERS
	
	TORONTO DOMINION (NEW YORK), LLC.
		
	By:	 	/s/    MOSOOD FIKREE        
	 Name:
	 	Mosood Fikree
	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	 Katonah II, Ltd. by Sankaty
 Advisors LLC as Sub-Advisors

	 [Print Name of Financial Institution]

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













					
	LENDERS
	
	 MUIRFIELD TRADING LLC

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












					
	LENDERS
	
	ORIX Financial Services, Inc.
			
	By:	 	 	 	/s/    JORGE L.
JARAMILLO        
	 	 	 Name:
	 	Jorge L. Jaramillo
	 	 	 Title:
	 	Managing Director












					
	LENDERS
	
	 Aeries Finance-II Ltd.

		
	 By:
	 	 Patriarch Partners X, LLC,
 its Managing Agent

			
	By:	 	 	 	/s/    LYNN TILTON        
	 	 	 Name:
	 	Lynn Tilton
	 	 	 Title:
	 	Manager












					
	LENDERS
	
	 Canadian Imperial Bank of Commerce
 [Print
Name of Financial Institution]

			
	By:	 	 	 	/s/    JOHN O’DOWD        
	 	 	 Name:
	 	John O’Dowd
	 	 	 Title:
	 	Authorized Signatory
			
	By:	 	 	 	/s/    ANISSA DUIRK        
	 	 	 Name:
	 	Anissa Duirk
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	 LONG LANE MASTER TRUST II
 [Print Name of
Financial Institution]

			
	By:	 	 	 	/s/    M. CRISTINA
HIGGINS        
	 	 	 Name:
	 	M. Cristina Higgins
	 	 	 Title:
	 	Authorized Agent












					
	LENDERS
	
	 Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO,
Limited, as Team Lender
 [Print Name of Financial Institution]

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













					
	LENDERS
	
	SEQUILS-LIBERTY, LTD.
		
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Collateral Manager

			
	By:	 	 	 	/s/    THOMAS H. B.
EWALD        
	 	 	 Name:
	 	Thomas H. B. Ewald
	 	 	 Title:
	 	Authorized Signatory










			
	 MASSACHUSETTS MUTUAL LIFE
 INSURANCE COMPANY


	 By:
	 	 Babson Capital Management LLC as
 Investment Adviser

		
	 By:
	 	/s/    GLENN P DUFFY        
		
	 Name:
	 	GLENN P DUFFY, CFA
	 Title:
	 	Managing Director
	
	 MAPLEWOOD (CAYMAN) LIMITED

	 By:
	 	 Babson Capital Management LLC as
 Investment Manager

		
	 By:
	 	/s/    GLENN P DUFFY        
		
	 Name:
	 	GLENN P DUFFY, CFA
	 Title:
	 	Managing Director
	
	 SUFFIELD CLO, LIMITED
 NEWTON CDO LTD
 SEABOARD CLO 2000 LTD.
 ELC (CAYMAN) LTD. 1999-II
 BABSON CLO LTD. 2003-I
 BABSON CLO LTD. 2004-I
 BABSON CLO LTD. 2005-III







	 By:
	 	 Babson Capital Management LLC as
 Collateral Manager

		
	 By:
	 	/s/    GLENN P DUFFY        
		
	 Name:
	 	GLENN P DUFFY, CFA
	 Title:
	 	Managing Director
	
	 SIMSBURY CLO, LIMITED

	 By:
	 	 Babson Capital Management LLC under
 delegated authority from Massachusetts
 Mutual Life Insurance Company as Collateral
 Manager

		
	 By:
	 	/s/    GLENN P DUFFY        
		
	 Name:
	 	GLENN P DUFFY, CFA
	 Title:
	 	Managing Director










					
	LENDERS
	
	CREDIT SUISSE, New York Branch (formerly known as CREDIT SUISSE FIRST BOSTON, acting through its New York Branch)
			
	By:	 	 	 	/S/    THOMAS R.
CANTELLO        
	 	 	Name:	 	Thomas R. Cantello
	 	 	Title:	 	Vice President
			
	By:	 	 	 	/S/    MIKHAIL
FAYBUSOVICH        
	 	 	Name:	 	Mikhail Faybusovich
	 	 	Title:	 	Associate










					
	LENDERS
	
	BALLANTYNE FUNDING LLC
	[Print Name of Financial Institution]
			
	By:	 	 	 	/s/    M. CRISTINA
HIGGINS        
	 	 	Name:	 	M. Cristina Higgins
	 	 	Title:	 	Assistant Vice President










			
	LENDERS
	
	SunAmerica Life Insurance Company
	 By: AIG Global Investment Corp.,

	 Its Investment Adviser

		
	 	 	/s/    W. JEFFREY BAXTER        
	 Name:
	 	W. Jeffrey Baxter
	 Title:
	 	Vice President
	
	 Galaxy CLO 1999-1, Ltd.

	 By:
	 	 AIG Global Investment Corp.,

	 Its Collateral Manager

		
	 	 	/s/    W. JEFFREY BAXTER        
	 Name:
	 	W. Jeffrey Baxter
	 Title:
	 	Vice President
	
	 Galaxy CLO 2003-1, Ltd.

	 By:
	 	 AIG Global Investment Corp.,

	 Its Investment Adviser

		
	 	 	/s/    W. JEFFREY BAXTER        
	 Name:
	 	W. Jeffrey Baxter
	 Title:
	 	Vice President
	
	 Galaxy III CLO, Ltd.

	 By: AIG Global Investment Corp.,

	 Its Investment Adviser

		
	 	 	/s/    W. JEFFREY BAXTER        
	 Name:
	 	W. Jeffrey Baxter
	 Title:
	 	Vice President










					
	LENDERS
	
	 Ameriprise Certificate Company
 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
	
	Gale Force 1 CLO, Ltd.
		
	By:	 	GSO Capital Partners LP as Collateral Manager
			
	By:	 	 	 	/s/    MELISSA MARANO        
	 	 	Name:	 	Melissa Marano
	 	 	Title:	 	Authorized Signatory










			
	LENDERS
	
	BLACK DIAMOND CLO 2005-2 LTD
		
	By:	 	 Black Diamond Capital Management, L.L.C.,
 as its
Collateral Manager




					
			
	By:	 	 	 	/s/    JAMES J. ZENNI,
JR.        
	 	 	Name:	 	James J. Zenni, Jr.
	 	 	Title:	 	 President & Managing Partner
 Black Diamond Capital Management, L.L.C.











			
	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












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












					
	LENDERS
	
	Highland Floating Rate LLC
			
	By:	 	 	 	/s/    M. JASON
BLACKBURN        
	 	 	Name:	 	M. Jason Blackburn
	 	 	Title:	 	Treasurer












					
	LENDERS
	
	 Highland Floating Rate Advantage Fund

			
	By:	 	 	 	/s/    M. JASON
BLACKBURN        
	 	 	 Name:
	 	M. Jason Blackburn
	 	 	 Title:
	 	Treasurer












					
	LENDERS
	
	 NAVIGATOR CDO 2004, LTD.

		
	 By:
	 	 Antares Asset Management Inc., as Collateral
 Manager

			
	By:	 	 	 	/s/ [Illegible]
	 Name:
	 	 	 	 
	 Title:
	 	 	 	 












					
	LENDERS
	
	 Jasper CLO, Ltd.

		
	By:	 	 Highland Capital Management, L.P., As
 Collateral Manager

	By:	 	 Strand Advisors, Inc., Its General Partner

			
	By:	 	 	 	/s/    J. KEVIN CIAVARRA        
	 	 	 Name:
	 	J. Kevin Ciavarra,
	 	 	 Title:
	 	Assistant Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.












					
	 NATEXIS BANQUES POPULAIRES

			
	By:	 	 	 	/s/    DANIEL PAYER        
	 	 	 Name:
	 	Daniel Payer
	 	 	 Title:
	 	Vice President
			
	By:	 	 	 	/s/    LOUIS P. LAVILLE,
III        
	 	 	 Name:
	 	Louis P. Laville, III
	 	 	 Title:
	 	Vice President and Group Manager












													
	 	 	 	 	LENDERS
				
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 [Print Name of Financial Institution]

							
	 	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 	 	 	 	 Title:
	 	 
			
	OAK HILL CREDIT PARTNERS I, LIMITED	 	 	 	OAK HILL CREDIT PARTNERS III, LIMITED
					
	By:	 	 Oak Hill CLO Management I, LLC
 As Investment
Manager
	 	 	 	By:	 	 Oak Hill CLO Management III, LLC
 As
Investment Manager

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











					
	LENDERS
	
	 Stone Tower CDO II Ltd

	 By:
	 	 Stone Tower Debt Advisors LLC, as its Collateral Manager

			
	By:	 	 	 	/s/    MICHAEL W.
DELPERCIO        
	 	 	 Name:
	 	MICHAEL W. DELPERCIO
	 	 	 Title:
	 	AUTHORIZED SIGNATORY












					
	LENDERS
	
	 Stone Tower CDO II Ltd

	 By:
	 	 Stone Tower Debt Advisors LLC, as its
 Collateral Manager

			
	By:	 	 	 	/s/    MICHAEL W.
DELPERCIO        
	 	 	 Name:
	 	MICHAEL W. DELPERCIO
	 	 	 Title:
	 	AUTHORIZED SIGNATORY












					
	LENDERS
	
	 Stone Tower CDO III Ltd

	 By:
	 	 Stone Tower Debt Advisors LLC, as its
 Collateral Manager

			
	By:	 	 	 	/s/    MICHAEL W.
DELPERCIO        
	 	 	 Name:
	 	MICHAEL W. DELPERCIO
	 	 	 Title:
	 	AUTHORIZED SIGNATORY












					
	LENDERS
	
	 
	 ALLIED IRISH BANK PLC,

			
	By:	 	 	 	/s/    ROISIN
O’CONNELL        
	 	 	 Name:
	 	Roisin O’Connell
	 	 	 Title:
	 	Vice President
			
	By:	 	 	 	/s/ [Illegible]
	 	 	 Name:
	 	[Illegible]
	 	 	 Title:
	 	 Co-Head _______ Finance
 Director of Corporate Banking North America













			
	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
	
	 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 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
	
	 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 X CLO Ltd.

		
	 By:
	 	 Ares CLO Management X, L.P.,
 Investment Manager

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

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












			
	LENDERS
	
	ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.
		
	 By:
	 	 Ares Enhanced Loan Management, L.P.,
 Investment Manager

		
	 By:
	 	 Ares Enhanced Loan GP, LLC
 Its General Partner

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












			
	LENDERS
	
	SEQUILS-Glace Bay, Ltd.
		
	By:	 	GSO Capital Partners LP as Collateral Manager
		
	By:	 	/s/    MELISSA MARANO        
	Name:	 	Melissa Marano
	Title:	 	Authorized Signatory












			
	LENDERS
	
	HUDSON STRAITS CLO 2004, LTD.
		
	By:	 	GSO Capital Partners LP as Collateral Manager
		
	By:	 	/s/    MELISSA MARANO        
	Name:	 	Melissa Marano
	Title:	 	Authorized Signatory












			
	LENDERS
	
	280 FUNDING I
		
	By	 	GSO Capital Partners LP
		
	By:	 	/s/    MELISSA MARANO        
	Name:	 	Melissa Marano
	Title:	 	Authorized Signatory












			
	LENDERS
	
	FOXE BASIN CLO 2003, LTD.
		
	By:	 	GSO Capital Partners LP as Collateral Manager
		
	By:	 	/s/    MELISSA MARANO        
	Name:	 	Melissa Marano
	Title:	 	Authorized Signatory












			
	LENDERS
	
	Sun Life Assurance Company of Canada (US)
		
	By:	 	GSO Capital Partners LP as Sub-Advisor
		
	By:	 	/s/    MELISSA MARANO        
	Name:	 	Melissa Marano
	Title:	 	Authorized Signatory












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












					
	LENDERS
	
	KZH Soleil-2 LLC
			
	By:	 	 	 	/s/    WAI KEE
LEE        
	 	 	Name:	 	Wai Kee Lee
	 	 	Title:	 	Authorized Agent












					
	LENDERS
	
	KZH Soleil LLC
			
	By:	 	 	 	/s/    WAI KEE
LEE        
	 	 	Name:	 	Wai Kee Lee
	 	 	Title:	 	Authorized Agent












					
	LENDERS
	
	KZH Pondview LLC
			
	By:	 	 	 	/s/    WAI KEE
LEE        
	 	 	Name:	 	Wai Kee Lee
	 	 	Title:	 	Authorized Agent












					
	LENDERS
	
	Ballyrock CLO II Limited,
	By	 	Ballyrock Investment Advisors LLC, as Collateral Manager
			
	By:	 	 	 	/s/    LISA RYMUT        
	 	 	Name:	 	Lisa Rymut
	 	 	Title:	 	Assistant Treasurer












					
	LENDERS
	
	 Fidelity Advisor Series II: Fidelity Advisor Floating
         Rate High Income Fund

			
	By:	 	 	 	/s/ [Illegible]
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 












					
	LENDERS
	
	Black Diamond CLO 2005-1, Ltd.
		
	By:	 	 Black Diamond Capital Management, L.L.C.
 as
its Collateral Manager

			
	By:	 	 	 	/s/    JAMES J. ZENNI,
JR.        
	 	 	 Name:
	 	James J. Zenni, Jr.
	 	 	 Title:
	 	 President & Managing Partner
 Black Diamond Capital Management, L.L.C.













					
	LENDERS
	
	Black Diamond International Funding, Ltd.
			
	By:	 	 	 	/s/    ALAN CORKISH        
	 	 	 Name:
	 	Alan Corkish
	 	 	 Title:
	 	Director












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












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

			
	By:	 	 	 	/s/    CHRIS GOERGEN        
	 	 	 Name:
	 	CHRIS GOERGEN
	 	 	 Title:
	 	Authorized Signatory
			
	By:	 	 	 	/s/    BREEGE A. FARRELL        
	 	 	 Name:
	 	Breege A. Farrell
	 	 	 Title:
	 	Authorized Signatory
	
	AIMCO CDO, Series 2000-A
	 [Print Name of Financial Institution]

			
	By:	 	 	 	/s/    CHRIS GOERGEN        
	 	 	 Name:
	 	CHRIS GOERGEN
	 	 	 Title:
	 	Authorized Signatory
			
	By:	 	 	 	/s/    BREEGE A. FARRELL        
	 	 	 Name:
	 	Breege A. Farrell
	 	 	 Title:
	 	Authorized Signatory
	
	AIMCO CLO, Series 2005-A
	 [Print Name of Financial Institution]

			
	By:	 	 	 	/s/    CHRIS GOERGEN        
	 	 	 Name:
	 	CHRIS GOERGEN
	 	 	 Title:
	 	Authorized Signatory
			
	By:	 	 	 	/s/    BREEGE A. FARRELL        
	 	 	 Name:
	 	Breege A. Farrell
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	AVALON CAPITAL LTD.
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As
Collateral Manager

			
	By:	 	 	 	/s/    THOMAS H. B.
EWALD        
	 	 	 Name:
	 	Thomas H. B. Ewald
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	Eagle Creek CLO, Ltd.
			
	By:	 	 	 	/s/    THOMAS N. DAVIS        
	 	 	 Name:
	 	Thomas N. Davis
	 	 	 Title:
	 	A. Vice President












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












					
	LENDERS
	
	LONG LANE MASTER TRUST IV
			
	By:	 	 	 	/s/    M. CRISTINA
HIGGINS        
	 	 	 Name:
	 	M. Cristina Higgins
	 	 	 Title:
	 	Authorized Agent












					
	LENDERS
	
	 BlackRock Senior Income Series
 Magnetite Asset Investors III LLC
 Magnetite IV CLO, Limited
 Magnetite V CLO, Limited
 Senior Loan Fund

			
	By:	 	 	 	/s/ [Illegible]
	 	 	 Name:
	 	[Illegible]
	 	 	 Title:
	 	Authorized Signatory












					
	LENDERS
	
	 Bank of Tokyo-Mitsubishi Trust Company

		
	By:	 	/s/    MICHAEL L.
ZION        
	 	 	 Name:
	 	Michael L. Zion
	 	 	 Title:
	 	Vice President












					
	LENDERS
	
	Nomura Bond & Loan Fund
	[Print Name of Financial Institution]
		
	By:	 	/s/ [Illegiable]
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
			
	 	 	 By:
	 	 UFJ Trust Bank Limited as Trustee

	 	 	 By:
	 	 Nomura Corporate Research and
 Asset Management Inc.
 Attorney in Fact













			
	LENDERS
	
	NOVA CDO 2001, LTD.
		
	By:	 	/s/    STEVEN J.
ROBINSON        
	 Name:
	 	Steven J. Robinson
	 Title:
	 	Vice President
	
	 NAVIGATOR CDO 2004, LTD.

		
	By:	 	Antares Asset Management Inc., as Collateral Manager
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 












					
	LENDERS
	
	Bank Leum_ USA
		
	By:	 	/s/    JOUNG HEE
HONG        
	 	 	 Name:
	 	Joung Hee Hong
	 	 	 Title:
	 	Vice President












			
	LENDERS
	
	CUMBERLAND II CLO LTD
	
	By: Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	/s/    DAN HATTORI        
	 Name:
	 	Dan Hattori
	 Title:
	 	Sr. Vice President












			
	LENDERS
	
	LONG GROVE CLO, LIMITED
	
	By: Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	/s/    DAN HATTORI        
	 Name:
	 	Dan Hattori
	 Title:
	 	Sr. Vice President












			
	LENDERS
	
	FOREST CREEK CLO, Ltd.
	
	By: Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	/s/    DAN HATTORI        
	 Name:
	 	Dan Hattori
	 Title:
	 	Sr. Vice President












			
	LENDERS
	
	BRYN MAWR CLO, Ltd.
	
	By: Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	/s/    DAN HATTORI        
	 Name:
	 	Dan Hattori
	 Title:
	 	Sr. Vice President












			
	LENDERS
	
	ROSEMONT CLO, Ltd.
	
	By: Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	/s/    DAN HATTORI        
	 Name:
	 	Dan Hattori
	 Title:
	 	Sr. Vice President












			
	LENDERS
	
	 Wrigley CDO, Ltd.

		
	By:	 	 Pacific Investment Management Company LLC,
 as its
Investment Advisor

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












							
	LENDERS
	
	 Waveland – INGOTS, LTD.

		
	 By:
	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

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













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

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













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

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













							
	LENDERS
	
	ROYALTON COMPANY
		
	 By:
	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

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













							
	LENDERS
	
	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
	
	DELANO Company
		
	 By:
	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

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













			
	 LENDERS
  
 CAPTIVA IV Finance Ltd.,
 as
advised by Pacific Investment
 Management Company LLC

		
	By:	 	/s/    DAVID DYER        
	 	 	 David Dyer
 Director













			
	 LENDERS
  
 CAPTIVA III Finance Ltd.,
 as advised by Pacific Investment

Management Company LLC

		
	By:	 	/s/    DAVID DYER        
	 	 	 David Dyer
 Director













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

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













					
	 LENDERS
  
 PINEHURST TRADING, INC.

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












					
	LENDERS
	
	 PPM SHADOW CREEK FUNDING LLC

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












					
	LENDERS
	
	 PPM MONARCH BAY FUNDING LLC

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












					
	LENDERS
	
	 JUPITER LOAN FUNDING LLC

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












					
	LENDERS
	
	 ELT LTD.

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












					
	LENDERS
	
	 BIRCHWOOD FUNDING LLC

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












					
	LENDERS
	
	 
	 Erste Bank New York

			
	By:	 	 	 	/s/    ROBERT J. WAGMAR        
	 	 	 Name:
	 	Robert J. Wagmar
	 	 	 Title:
	 	Director
			
	By:	 	 	 	/s/    BRYAN LYNCH        
	 	 	 Name:
	 	Bryan Lynch
	 	 	 Title:
	 	First Vice President












													
	 	 	 	 	LENDERS
			
	 ELF Funding Trust III
	 	 	 	 MainStay Floating Rate Fund, a series of Eclipse Funds, Inc.

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

							
	By:	 	 	 	/s/    ROBERT H. DIAL        	 	 	 	By:	 	 	 	/s/    ROBERT H. DIAL        
	 	 	 Name:
	 	ROBERT H. DIAL	 	 	 	 	 	 Name:
	 	ROBERT H. DIAL
	 	 	 Title:
	 	Managing Director	 	 	 	 	 	 Title:
	 	Managing Director
					
	 NYLIM Flatiron CLO 2004-1 Ltd.
	 	 	 	 	 	 	 	 
						
	 By:
	 	 New York Life Investment Management LLC,
 as
Collateral Manager and Attorney-in-Fact
	 	 	 	 	 	 	 	 
							
	By:	 	 	 	/s/    ROBERT H. DIAL        	 	 	 	 	 	 	 	 
	 	 	 Name:
	 	ROBERT H. DIAL	 	 	 	 	 	 	 	 
	 	 	 Title:
	 	Managing Director	 	 	 	 	 	 	 	 











					
	LENDERS
	
	 DARIEN LOAN FUNDING COMPANY

			
	By:	 	 	 	/s/    LAURA L. TORRADO        
	 	 	 Name:
	 	LAURA L. TORRADO
	 	 	 Title:
	 	AUTHORIZED SIGNATORY












					
	LENDERS
	
	 LOAN FUNDING XIII for itself or as agent for Corporate Funding XIII, as a Lender

			
	By:	 	 	 	/s/    JONATHAN J. MARKS        
	 	 	 Name:
	 	Jonathan J. Marks
	 	 	 Title:
	 	Principal
	
	 Silvermine Capital Management, LLC

	 263 Tresser Blvd.

	 10th Floor

	 Stamford, CT 06901

	 (T) 203 399-3030

	 (F) 203 399-3002













			
	LENDERS
	
	 ML CLO XV PILGRIM AMERICA
 (CAYMAN) LTD.

	By:	 	 ING Investments, LLC
 as its Investment
manager

		
	By:	 	/s/ [Illegible]
	 Name:
	 	[Illegible]
	 Title:
	 	Vice President
	
	 ML CLO XX PILGRIM AMERICA
 (CAYMAN) LTD.

	By:	 	 ING Investments, LLC
 as its Investment
manager

		
	By:	 	/s/ [Illegible]
	 Name:
	 	[Illegible]
	 Title:
	 	Vice President
	
	 ING PRIME RATE TRUST

	By:	 	 ING Investment Management Co.
 as its Investment
manager

		
	By:	 	/s/ [Illegible]
	 Name:
	 	[Illegible]
	 Title:
	 	Vice President
	
	 ING SENIOR INCOME FUND

	By:	 	 ING Investment Management Co.
 as its Investment
manager

		
	By:	 	/s/ [Illegible]
	 Name:
	 	[Illegible]
	 Title:
	 	Vice President












					
	LENDERS
	
	Avenue CLO Fund, Limited
			
	By:	 	 	 	/s/    RICHARD
D’ADDARIO        
	 	 	Name:	 	Richard D’Addario
	 	 	Title:	 	Senior Portfolio Manager












									
	LENDERS
	
	INDOSUEZ CAPITAL FUNDING VI, LIMITED, as a Lender
	By:	 	 LYON CAPITAL MANAGEMENT LLC
 As Collateral
Manager

					
	 	 	 	 	By:	 	 	 	/s/    ALEXANDER B.
KENNA        
	 	 	 	 	 	 	Name:	 	Alexander B. Kenna
	 	 	 	 	 	 	Title:	 	Portfolio Manager












							
	LENDERS
	
	 LCM II LIMITED PARTNERSHIP

		
	By:	 	 Lyon Capital Management LLC,
 As Collateral
Manager

	[Print Name of Financial Institution]
				
	 	 	By:	 	 	 	/s/    ALEXANDER B.
KENNA        
	 	 	 	 	Name:	 	Alexander B. Kenna
	 	 	 	 	Title:	 	Portfolio Manager












							
	LENDERS
	
	 LCM I LIMITED PARTNERSHIP

		
	By:	 	 Lyon Capital Management LLC,
 As Collateral
Manager

	[Print Name of Financial Institution]
				
	By:	 	 	 	 	 	/s/    ALEXANDER B.
KENNA        
	Name:	 	 	 	 	 	Alexander B. Kenna
	Title:	 	 	 	 	 	Portfolio Manager












			
	BOSTON HARBOR CLO 2004-1, Ltd.
		
	 	 	/s/    BETH MAZOR        
	By:	 	Beth Mazor
	Title:	 	V.P.












					
	LENDERS
	
	GENERAL ELECTRIC CAPITAL CORPORATION
			
	By:	 	 	 	/s/    JEFFREY SKINNER        
	 	 	Name:	 	Jeffrey Skinner
	 	 	Title:	 	Duly Authorized Signatory












					
	LENDERS
	
	 Stanfield Carrera CLO, Ltd.

	 By:
	 	 Stanfield Capital Partners LLC
 as its Asset
Manager

	[Print Name of Financial Institution]
			
	By:	 	 	 	/s/    STEPHEN M.
ALFIERI        
	 	 	Name:	 	Stephen M. Alfieri
	 	 	Title:	 	Managing Partner












					
	LENDERS
	
	 Stanfield Arbitrage CDO, Ltd.

	 By:
	 	 Stanfield Capital Partners LLC
 as its Collateral Manager

	[Print Name of Financial Institution]
			
	By:	 	 	 	/s/    STEPHEN M.
ALFIERI        
	 	 	Name:	 	Stephen M. Alfieri
	 	 	Title:	 	Managing Partner












					
	LENDERS
	
	 Stanfield Quattro CLO, Ltd.

	 By:
	 	 Stanfield Capital Partners LLC
 As its Collateral Manager

	[Print Name of Financial Institution]
			
	By:	 	 	 	/s/    STEPHEN M.
ALFIERI        
	 	 	Name:	 	Stephen M. Alfieri
	 	 	Title:	 	Managing Partner












			
	LENDERS
	
	 
	Fall Creek CLO, Ltd.
		
	By:	 	/s/    AMY L. GIBSON        
	 	 	Amy L. Gibson, Vice President












					
	LENDERS
	
	 CONTINENTAL ASSURANCE COMPANY
 on
behalf of its Separate Account (E)
 [Print Name of Financial Institution]

			
	By:	 	 	 	/s/    DENNIS R. HEMME        
	 	 	 Name:
	 	Dennis R. Hemme
	 	 	 Title:
	 	Vice President and Treasurer












					
	LENDERS
	
	 CONTINENTAL CASUALTY COMPANY
 [Print Name of Financial Institution]

			
	By:	 	 	 	/s/    DENNIS R. HEMME        
	 	 	 Name:
	 	Dennis R. Hemme
	 	 	 Title:
	 	Vice President and Treasurer












					
	LENDERS
	
	 AMMC CLO III, LIMITED

		
	 By:
	 	 American Money Management Corp.,
 as
Collateral Manager

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












					
	LENDERS
	
	 IDS Life Insurance Company

		
	 By:
	 	 RiverSource Investments, LLC
 as Collateral
Manager

	 [Print Name of Financial Institution]

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












					
	LENDERS
	
	 Centurion CDO VII, 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 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
	
	 Centurion CDO III, Limited

		
	 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