AMENDMENT NO. 15 TO AND WAIVER UNDER THE CREDIT AGREEMENT Dated as of September 8,2006

Exhibit 4.1

EXECUTION COPY

AMENDMENT NO. 15 TO AND WAIVER UNDER

THE CREDIT AGREEMENT

Dated as of September 8,2006

AMENDMENT NO. 15 TO AND WAIVER UNDER THE CREDIT AGREEMENT, dated as of September 8, 2006 (this “Amendment”), among DRESSER, INC., a Delaware corporation (the “U.S. Borrower”), D.I. LUXEMBOURG S.A.R.L., a corporation organized and existing under the laws of Luxembourg (the “Euro Borrower”, and, collectively with the U.S. Borrower, the “Borrowers”), DRESSER HOLDINGS, INC., a Delaware corporation (“Dresser Holdings” or the “Parent”), DEG ACQUISITIONS, LLC, a Delaware limited liability company (“DEG Acquisitions”), the Lenders listed on the signature pages hereto and XXXXXX XXXXXXX 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, Amendment No. 11 and Waiver thereto dated as of September 29, 2005, Amendment No. 12 and Waiver thereto dated as of November 14, 2005, Amendment No. 13 and Waiver thereto dated as of March 30, 2006 and Amendment No. 14 and Waiver thereto dated April 14, 2006 and as modified by the Consent dated as of June 3, 2004 (as so amended and modified, the “Credit Agreement”; capitalized terms used herein but not defined shall be used herein as defined in the Credit Agreement). Dresser Holdings has entered into an Assignment and Assumption Agreement dated as of July 3, 2002 with DEG Acquisitions whereby Dresser Holdings assumed the duties and liabilities of DEG Acquisitions under the Credit Agreement and the Security Agreement.

WHEREAS, the Borrowers desire to (a) amend certain provisions of the Credit Agreement and (b) waive certain Defaults and Events of Default under the Credit Agreement, in each case as provided herein;

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

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

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

(a) The definition “EBITDA” in Section 1.01 of the Credit Agreement is amended by adding the following new entries as the last entries in the columns of the table that follows the text of such definition:

September 30,2005		U.S.$	59,274,000
December 31,2005		U.S.$	48,431,000.

(b) The definition of “Letter of Credit Facility” in Section 1.01 of the Credit Agreement is amended by deleting (i) the phrase “an amount equal to the lesser of (a)” and (ii) the phrase “and (b) U.S.$75,000,000”.

(c) Section 5.01 is amended by replacing clause (r) with the following:

“(r) On or prior to December 31,2006, and notwithstanding any other time limits specified in Section 5.03(b), the U.S. Borrower shall furnish to the Agents and the Lender Parties (i) audited annual financial statements for the Fiscal Year ended in 2005, as required by Section 5.03(b) and (ii) to the extent that the annual financial statements for the Fiscal Years ended in 2003 or 2004 are restated in connection with the preparation of such financial statements for the Fiscal Year ended in 2005, revised audited financial statements for such Fiscal Years, as required by Section 5.03(b), it being agreed that the delivery of the financial statements contained in the U.S. Borrower’s Annual Report on Form 10-K for the Fiscal Year ended in 2005, shall satisfy the requirements of this clause (ii).”

SECTION 2. Waiver and Confirmation. 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), 3.02, 4.0l(i), 4.0l(j), 4.01(q)(ii), 5.01(a), 5.01(g), 5.02(b)(ii)(F) and (G), 5.02(f)(vii), (viii) and (ix), 5.02(g), 5.03(a), 5.03(b), 5.03(c), 5.03(d), 5.04(a) and 5.04(b) of the Credit Agreement and any related or substantially comparable provision of any Loan Document, in each case consisting of, resulting from or relating in any respect to (i) the re-audit, revision or restatement of any financial statement delivered prior to the date of this Amendment by the U.S. Borrower or any of its Subsidiaries (including, without limitation, any misstatement therein or in any certificate, representation or warranty relating thereto and any error, defect or deficiency in accounting procedures or in the application of accounting principles reflected thereby or relating thereto), (ii) any failure to deliver any such financial statement or the 2005 audited annual financial statements when or as required, except as required by Section 5.01(r), (iii) any failure to comply with any obligation that became required to be performed or observed under any of such provisions by reason of the occurrence of any such Default or Event of Default or (iv) any misstatement as to the absence of any such Default or Event of Default.

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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.

(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 Tranche C Term Lender executing this Amendment on or before September 8, 2006, a fee equal to 0.125% of the aggregate Tranche C Term Advances of each such Lender, (b) to the Administrative Agent, for the benefit of each Revolving Credit Lender executing this Amendment on or before September 8, 2006, a fee equal to 0.125% of the Revolving Credit Commitment of each such Lender and (c) 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 this Amendment becomes effective, after giving effect to this Amendment, (i) no event will have occurred and be continuing, or will have resulted from the effectiveness of this Amendment, that constitutes a Default and (ii) all representations and warranties set forth in the Loan Documents will 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 (as defined in the Collateral Documents) of the consent attached hereto or other transactions contemplated hereby.

(c) This Amendment has been duly executed and delivered by the Borrowers. The consent attached hereto has been duly executed and delivered by each of the Guarantors and the Grantors. This Amendment and each of the other Loan Documents,

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as amended hereby, to which each Borrower, each Guarantor and each Grantor is a party are legal, valid and binding obligations of such Borrower, such Guarantor and such Grantor, as applicable, enforceable against such Borrower, such Guarantor and such Grantor, as applicable, in accordance with their respective terms.

SECTION 5. Reference to and Effect on the Transaction Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other transaction documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified by this Amendment.

(b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, and shall be subject to the jurisdictional and service provisions of the Credit Agreement, as if this were a part of the Credit Agreement.

SECTION 8. Entire Agreement; Modification. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, there being no other agreements or understandings, oral, written or otherwise, respecting such subject matter, any such agreement or understanding being superseded hereby, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and may not be amended, extended or otherwise modified, except in a writing executed in whole or in counterparts by each party hereto.

[Signatures follow.]

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

DRESSER, INC., as U.S. Borrower
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Senior Vice President and Chief Financial Officer
D.I. LUXEMBOURG S.A.R.L., as Euro Borrower
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Director

DEG ACQUISITIONS, LLC
By:		FIRST RESERVE FUND VIII, L.P., a Delaware limited partnership, its Manager
		By:		FIRST RESERVE GP VIII, L.P., a Delaware limited partnership, its general partner
				By:		FIRST RESERVE CORPORATION, a Delaware corporation, its general partner
				By:		/s/ Xxxxxx X. Xxxxxxx
						Name:		Xxxxxx X. Xxxxxxx
						Title:		Managing Director

DRESSER HOLDINGS, INC.
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Senior Vice President and Chief Financial Officer

XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President

XXXXXX XXXXXXX & CO. INCORPORATED, as Collateral Agent
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Managing Director

LENDERS

OAK HILL CREDIT PARTNERS I, LIMITED
By:		Oak Hill CLO Management I, LLC As Investment Manager
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Authorized Person
OAK HILL CREDIT PARTNERS II, LIMITED
By:		Oak Hill CLO Management II, LLC As Investment Manager
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Authorized Person
OAK HILL CREDIT PARTNERS III, LIMITED
By:		Oak Hill CLO Management III, LLC As Investment Manager
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Authorized Person

LENDERS

ARCHIMEDES FUNDING III, LTD.
BY:		West Gate Horizons Advisors LLC, as Collateral Manager
BY:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Senior Credit Analyst
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY:		West Gate Horizons Advisors LLC, as Collateral Manager
BY:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Senior Credit Analyst
ENDURANCE CLO I, LTD
C/o West Gate Horizons Advisors LLC, As Portfolio Manager
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Senior Credit Analyst

LENDERS

ALZETTE EUROPEAN CLO S.A.
By:		INVESCO Senior Secured Management, Inc. As Collateral Manager
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

AVALON CAPITAL LTD. 3
By:		INVESCO Senior Secured Management, Inc. As Asset Manager
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

BELHURST CLO LTD.
By:		INVESCO Senior Secured Management, Inc. As Collateral Manager
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

CHAMPLAIN CLO, LTD.
By:		INVESCO Senior Secured Management, Inc. As Collateral Manager
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

CHARTER VIEW PORTFOLIO
By:		INVESCO Senior Secured Management, Inc. As Investment Advisor
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

DIVERSIFIED CREDIT PORTFOLIO LTD.
By:		INVESCO Senior Secured Management, Inc. as Investment Advisor
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

AIM FLOATING RATE FUND
By:		INVESCO Senior Secured Management, Inc. As Sub-Advisor
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

INVESCO EUROPEAN CDO I S.A.
By:		INVESCO Senior Secured Management, Inc. As Collateral Manager
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		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/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

PETRUSSE EUROPEAN CLO S.A.
By:		INVESCO Senior Secured Management, Inc. As Collateral Manager
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

SARATOGA CLO I, LIMITED
By:		INVESCO Senior Secured Management, Inc. As Asset Manager
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

WASATCH CLO LTD
By:		INVESCO Senior Secured Management, Inc. As Portfolio Manager
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

GE Business Capital Corporation
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Duly Authorized Signatory

LENDERS

GENERAL ELECTRIC CAPITAL CORPORATION
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Duly Authorized Signatory

LENDERS

CONTINENTAL CASUALTY COMPANY
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. XxXxxx
		Name:		Xxxxxxx X. XxXxxx
		Title:		Vice President and Assistant Treasurer
Approved by Law Dept.
By:		MPC
Date:		8-21-06

LENDERS

CONTINENTAL ASSURANCE COMPANY on behalf of its Separate Account (E)
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. XxXxxx
		Name:		Xxxxxxx X. XxXxxx
		Title:		Vice President and Assistant Treasurer
Approved by Law Dept.
By:		MPC
Date:		8-21-06

LENDERS

ALLSTATE LIFE INSURANCE COMPANY
[Print Name of Financial Institution]
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Authorized Signatory

By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Authorized Signatory

LENDERS

AIMCO CDO Series 2000-A
[Print Name of Financial Institution]
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Authorized Signatory

By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Authorized Signatory

LENDERS

AIMCO CLO, Series 2005-A
[Print Name of Financial Institution]
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Authorized Signatory

By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Authorized Signatory

LENDERS

AIMCO CLO, Series 2006-A
[Print Name of Financial Institution]
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Authorized Signatory
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Authorized Signatory

BOSTON HARBOR CLO 2004-1, Ltd.
By:		/s/ Xxxx Xxxxx
		Xxxx Xxxxx
Title:		X.X.

XXXXXX DIVERSIFIED INCOME TRUST
By:		/s/ Xxxx Xxxxx
		Xxxx Xxxxx
Title:		V.P.

LENDERS

As Term Loan lender only, decline as Revolver lender
LOAN FUNDING I LLC,
a wholly owned subsidiary of Citibank, N.A.
By:		TCW Advisors, Inc., as Portfolio Manager of Loan Funding I LLC
		By:		/s/ Xxxxxxx Xxx
				Xxxxxxx Xxx
				Vice President
		By:		/s/ Xxxxx Xxxxxx
				Xxxxx Xxxxxx
				Vice President

LENDERS

As Term Loan lender only, decline as Revolver lender
TCW SELECT LOAN FUND, LIMITED
By:		TCW Advisors, Inc. as its
		Collateral Manager
		By:		/s/ Xxxxxxx Xxx
				Xxxxxxx Xxx
				Vice President
		By:		/s/ Xxxxx Xxxxxx
				Xxxxx Xxxxxx
				Vice President

LENDERS

As Term Loan lender only, decline as Revolver lender
VECTOR CAPITAL FUND LTD.
By:		TCW Advisors, Inc. as its Interim
		Collateral Manager
		By:		/s/ Xxxxxxx Xxx
				Xxxxxxx Xxx
				Vice President
		By:		/s/ Xxxxx Xxxxxx
				Xxxxx Xxxxxx
				Vice President

LENDERS

As Term Loan lender only, decline as Revolver lender
VELOCITY CLO, LTD.
By:		TCW Advisors, Inc.,
		its Collateral Manager
		By:		/s/ Xxxxxxx Xxx
				Xxxxxxx Xxx
				Vice President
		By:		/s/ Xxxxx Xxxxxx
				Xxxxx Xxxxxx
				Vice President

LENDERS

As Term Loan lender only, decline as Revolver lender
VITESSE CLO LTD.
By:		TCW Advisors as its
		Portfolio Manager
		By:		/s/ Xxxxxxx Xxx
				Xxxxxxx Xxx
				Vice President
		By:		/s/ Xxxxx Xxxxxx
				Xxxxx Xxxxxx
				Vice President

LENDERS

As Term Loan lender only, decline as Revolver lender
CELERITY CLO LIMITED
By:		TCW Advisors, Inc., as Agent
		By:		/s/ Xxxxxxx Xxx
				Xxxxxxx Xxx
				Vice President
		By:		/s/ Xxxxx Xxxxxx
				Xxxxx Xxxxxx
				Vice President

LENDERS

As Term Loan lender only, decline as Revolver lender
FIRST 2004-I CLO, LTD.
By:		TCW Advisors, Inc.,
		its Collateral Manager
		By:		/s/ Xxxxxxx Xxx
				Xxxxxxx Xxx
				Vice President
		By:		/s/ Xxxxx Xxxxxx
				Xxxxx Xxxxxx
				Vice President

LENDERS

As Term Loan lender only, decline as Revolver lender
FIRST 2004-II CLO, LTD.
By:		TCW Advisors, Inc.,
		its Collateral Manager
		By:		/s/ Xxxxxxx Xxx
				Xxxxxxx Xxx
				Vice President
		By:		/s/ Xxxxx Xxxxxx
				Xxxxx Xxxxxx
				Vice President

LENDERS

NORTHWOODS CAPITAL IV, LIMITED
By:		XXXXXX, XXXXXX & CO. L.P., AS COLLATERAL MANAGER
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx Xxxxxxxx
		Name:		Xxxxxxx Xxxxxxxx
		Title:		Managing Director

LENDERS

NORTHWOODS CAPITAL VI, LIMITED
By:		XXXXXX, XXXXXX & CO, L.P. AS COLLATERAL MANAGER
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx Xxxxxxxx
		Name:		Xxxxxxx Xxxxxxxx
		Title:		Managing Director

LENDERS

TORONTO DOMINION (NEW YORK) LLC
By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Authorized Signatory

LENDERS

ML CLO XV PILGRIM AMERICA (CAYMAN) LTD,
By:		ING Investments, LLC as its investment manager
By:		/s/ Xxxxxxxx X. Xxxx
Name:		Xxxxxxxx X. Xxxx
Title:		Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD,
By:		ING Investments, LLC as its investment manager
By:		/s/ Xxxxxxxx X. Xxxx
Name:		Xxxxxxxx X. Xxxx
Title:		Vice President
ING PRIME RATE TRUST
By:		ING Investment Management Co. as its investment manager
By:		/s/ Xxxxxxxx X. Xxxx
Name:		Xxxxxxxx X. Xxxx
Title:		Vice President
ING SENIOR INCOME FUND
By:		ING Investment Management Co. as its investment manager
By:		/s/ Xxxxxxxx X. Xxxx
Name:		Xxxxxxxx X. Xxxx
Title:		Vice President

LENDERS

Nomura Bond & Loan Fund
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Managing Director
		By:		UFJ Trust Bank Limited as Trustee
		By:		Nomura Corporate Research and Asset Management Inc. Attorney in Fact

LENDERS

Clydesdale CLO 2004, Ltd.
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Managing Director
				NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER

LENDERS

Clydesdale CLO 2003 Ltd
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Managing Director
				NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER

LENDERS

NCRAM Loan Trust
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Managing Director
				NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT ADVISER

LENDERS:
BABSON CLO LTD. 2003-I BABSON CLO LTD. 2004-I ELC (CAYMAN) LTD. 1999-II BABSON CLO LTD. 2005-III BABSON CLO LTD. 2006-I BABSON CLO LTD. 2006-II BABSON CLO LTD. 2006-III SUFFIELD CLO, LIMITED SAPPHIRE VALLEY CDO I, LTD
By: Babson Capital Management LLC as Collateral Manager
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Managing Director
XXXXXX CDO LTD
By: Babson Capital Management LLC as Investment Manager
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
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/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Managing Director

LENDERS

Venture IV CDO Limited By its investment advisor, MJX Asset Management LLC
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Director

LENDERS

ColumbusNova CLO Ltd. 2006-I
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Director

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/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
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/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Vice President

LENDERS

ARES III CLO Ltd.
By:		ARES CLO Management LLC, Investment Manager
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Vice President

LENDERS

Ares IV CLO Ltd.
By:		Ares CLO Management IV, L.P., Investment Manager
By:		Ares CLO XX XX, LLC, Its Managing Member
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Vice President

LENDERS

Ares VIR CLO Ltd.
By:		Ares CLO Management VIR, L.P., Investment Manager
By:		Ares CLO GP VIR, LLC, Its General Partner
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
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/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Vice President

LENDERS

Credit Industriel et Commercial
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx Xxxx
Name:		Xxxxxxx Xxxx
Title:		Vice President
		/s/ Xxxxxx Xxxxxx
		Xxxxxx Xxxxxx
		Vice President

LENDERS

DEUTSCHE BANK AG NEW YORK BRANCH
By:		DB Services New Jersey, Inc.
By:		/s/ Xxxxxx Xxxxxxxx
		Name:		Xxxxxx Xxxxxxxx
		Title:		Vice President
By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Assistant Vice President

DRESSER HOLDINGS, INC.
SENIOR HIGH INCOME PORTFOLIO, INC.
By:		/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Authorized Signatory
DEBT STRATEGIES FUND, INC.
By:		/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Authorized Signatory
MASTER SENIOR FLOATING RATE TRUST
By:		/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Authorized Signatory
LONGHORN CDO (Cayman) LTD
By:		Xxxxxxx Xxxxx Investment Managers, L.P. as Collateral Manager
By:		/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Authorized Signatory
LONGHORN CDO III, LTD.
By:		Xxxxxxx Xxxxx Investment Managers, L.P. as Collateral Manager
By:		/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Authorized Signatory
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO
By:		Xxxxxxx Xxxxx Investment Managers, L.P. as Investment Advisor
By:		/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Authorized Signatory

LENDERS

Lafayette Square CDO Ltd.
By:		Blackstone Debt Advisors L.P. As Collateral Manager
[Print Name of Financial Institution]
By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Senior Managing Director

LENDERS

Monument Park CDO Ltd.
By:		Blackstone Debt Advisors L.P. As Collateral Manager
[Print Name of Financial Institution]
By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Senior Managing Director

LENDERS

Essex Park CDO Ltd.
By:		Blackstone Debt Advisors L.P. As Collateral Manager
[Print Name of Financial Institution]
By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Senior Managing Director

LENDERS

Prospect Park CDO Ltd.
By:		Blackstone Debt Advisors L.P. As Collateral Manager
[Print Name of Financial Institution]
By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Senior Managing Director

LENDERS

INDOSUEZ CAPITAL FUNDING VI, LIMITED
By:		Lyon Capital Management LLC, as Collateral Manager
Lyon Capital Management LLC
By:		/s/ Xxxxxxxxx X. Xxxxx
		Name:		Xxxxxxxxx X. Xxxxx
		Title:		Portfolio Manager

LENDERS

Aeries Finance-II Ltd.
By:		Patriarch Partners X, LLC, its Managing Agent
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Manager

LENDERS

Trimaran CLO IV Ltd
By		Trimaran Advisors, L.L.C.
By:		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Managing Director

LENDERS

KZH Pondview LLC
[Print Name of Financial Institution]
By:		/s/ Xxxxxxxx Xxxxxx
		Name:		Xxxxxxxx Xxxxxx
		Title:		Authorized Signatory

LENDERS

KZH Soleil -2 LLC
[Print Name of Financial Institution]
By:		/s/ Xxxxxxxx Xxxxxx
		Name:		Xxxxxxxx Xxxxxx
		Title:		Authorized Signatory

LENDERS

MetLife Insurance & Investment Trust by Metropolitan life Insurance Company as Manager
By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Director

LENDERS

Metropolitan Life Insurance Company
By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Director

LENDERS

Galaxy VII CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager
By:		/s/ W. Xxxxxxx Xxxxxx
Name:		W. Xxxxxxx Xxxxxx
Title:		Managing Director

Galaxy CLO 2003-1, Ltd.
By: AIG Global Investment Corp., Inc.
its Collateral Manager
By:		/s/ W. Xxxxxxx Xxxxxx
Name:		W. Xxxxxxx Xxxxxx
Title:		Managing Director

Galaxy III CLO, Ltd.
By: AIG Global Investment Corp.,
its Collateral Manager
By:		/s/ W. Xxxxxxx Xxxxxx
Name:		W. Xxxxxxx Xxxxxx
Title:		Managing Director

LENDERS

Stone Tower CDO II Ltd.
By:		Stone Tower Capital LLC, As its Collateral debt manager
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx.X.Xxxxxxxxx
		Name:		Xxxxxxx.X.Xxxxxxxxx
		Title:		Authorized Signatory

LENDERS

Stone Tower CDO III Ltd.
By:		Stone Tower Capital LLC, As its Collateral debt manager
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx.X.Xxxxxxxxx
		Name:		Xxxxxxx.X.Xxxxxxxxx
		Title:		Authorized Signatory

LENDERS

Stone Tower CDO Ltd. Stone Tower Capital LLC, As its Collateral debt manager
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx.X.Xxxxxxxxx
		Name:		Xxxxxxx.X.Xxxxxxxxx
		Title:		Authorized Signatory

LENDERS

CANADIAN IMPERIAL BANK OF COMMERCE
By:		/s/ Xxxx X’Xxxx
		Name:		Xxxx X’Xxxx
		Title		Authorized Signatory
				/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Authorized Signatory

LENDERS

Erste Bank New York Branch
By:		/s/ Xxx Xxxxxx
		Name:		Xxx Xxxxxx
		Title:		Director
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		First Vice President

LENDERS

NYLIM Flatiron CLO 2004-1 Ltd.

[Print Name of Financial Institution]

By:

New York Life Investment Management LLC,

By:

as Collateral Manager and Attorney- in- Fact

Name:

Title:

By:

/s/ Xxxx X. Xxxxxxxxxx

Name:

Xxxx X. Xxxxxxxxxx

Title:

Director

NYLIM Flatiron CLO 2004-1 Ltd.
By:		New York Life Investment Management LLC,
		as collateral Manager and Attorney-in-Fact
		By:		/s/ Xxxx X. Xxxxxxxxxx
				Name:		Xxxx X. Xxxxxxxxxx
				Title:		Director

MainStay Floating Rate Fund, a series of Eclipse Funds, Inc.
By:		New York Life Investment Management LLC
		By:		/s/ Xxxx X. Xxxxxxxxxx
				Name:		Xxxx X. Xxxxxxxxxx
				Title:		Director

LENDERS

ELT LTD.
By:		/s/ M. Xxxxxxxx Xxxxxxx
		Name:		M. Xxxxxxxx Xxxxxxx
		Title:		Assistant Vice President

LENDERS

LONG LANE MASTER TRUST II
By:		/s/ M. Xxxxxxxx Xxxxxxx
		Name:		M. Xxxxxxxx Xxxxxxx
		Title:		Authorized Agent

LENDERS

SENIOR DEBT PORTFOLIO
By:		Boston Management and Research as Investment Advisor
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

XXXXX XXXXX SENIOR INCOME TRUST
By:		XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By:		XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

XXXXX XXXXX CDO III, LTD.
By:		XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

XXXXX XXXXX CDO VI LTD.
By:		XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

Xxxxx Xxxxx CDO VIII, LTD.
By:		Xxxxx Xxxxx Management As Investment Advisor
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

XXXXXXX & CO
By:		BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

THE NORINCHUKIN BANK, NEW YORK BRANCH, through State Street Bank and Trust Company N.A. as Fiduciary Custodian
By:		Xxxxx Xxxxx Management, Attorney-in-fact
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

XXXXX XXXXX LIMITED DURATION INCOME FUND
By:		XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

XXXXX XXXXX VT FLOATING-RATE INCOME FUND
By:		XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

XXXXX XXXXX SENIOR FLOATING-RATE TRUST
By:		XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

XXXXX XXXXX FLOATING-RATE INCOME TRUST
By:		XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

Xxxxx Xxxxx Variable Leverage Fund Ltd.
By:		Xxxxx Xxxxx Management As Investment Advisor
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

LENDERS

Calyon New York Branch
By:		/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx
		Managing Director
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Director

LENDERS

BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
(f/k/a Bank of Tokyo-Mitsubishi Trust Company)
By:		/s/ Xxxxxxx Xxxx
		Name:		Xxxxxxx Xxxx
		Title:		Vice President

LENDERS

Forms Capital Corp
[Print Name of Financial Institution]
By:		/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Managing Director
/s/ Michiel V.M. Van Der Voort
Michiel V.M. Van Der Voort
Managing Director

LENDERS

ALZETTE EUROPEAN CLO S.A.
By:		INVESCO Senior Secured Management, Inc. As Collateral Manager
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

AVALON CAPITAL LTD. 3
By:		INVESCO Senior Secured Management, Inc. As Asset Manager
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

BELHURST CLO LTD.
By:		INVESCO Senior Secured Management, Inc. As Collateral Manager
By:		/s/ Xxxxxx X. X. Xxxxx
		Name:		Xxxxxx X. X. Xxxxx
		Title:		Authorized Signatory

LENDERS

CHAMPLAIN CLO, LTD.
By:		INVESCO Senior Secured Management, Inc. As Collateral Manager
		By:		/s/ Xxxxxx X. X. Xxxxx
				Name:		Xxxxxx X. X. Xxxxx
				Title:		Authorized Signatory

LENDERS

CHARTER VIEW PORTFOLIO
By:		INVESCO Senior Secured Management, Inc. Investment Advisor
		By:		/s/ Xxxxxx X. X. Xxxxx
				Name:		Xxxxxx X. X. Xxxxx
				Title:		Authorized Signatory

LENDERS

DIVERSIFIED CREDIT PORTFOLIO LTD.
By:		INVESCO Senior Secured Management, Inc. as Investment Advisor
		By:		/s/ Xxxxxx X. X. Xxxxx
				Name:		Xxxxxx X. X. Xxxxx
				Title:		Authorized Signatory

LENDERS

AIM FLOATING RATE FUND
By:		INVESCO Senior Secured Management, Inc. As Sub-Adviser
		By:		/s/ Xxxxxx X. X. Xxxxx
				Name:		Xxxxxx X. X. Xxxxx
				Title:		Authorized Signatory

LENDERS

INVESCO EUROPEAN CDO I S.A.
By:		INVESCO Senior Secured Management, Inc. As Collateral Manager
		By:		/s/ Xxxxxx X. X. Xxxxx
				Name:		Xxxxxx X. X. Xxxxx
				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/ Xxxxxx X. X. Xxxxx
				Name:		Xxxxxx X. X. Xxxxx
				Title:		Authorized Signatory

LENDERS

PETRUSSE EUROPEAN CLO S.A.
By:		INVESCO Senior Secured Management, Inc. As Collateral Manager
		By:		/s/ Xxxxxx X. X. Xxxxx
				Name:		Xxxxxx X. X. Xxxxx
				Title:		Authorized Signatory

LENDERS

SARATOGA CLO I, LIMITED
By:		INVESCO Senior Secured Management, Inc. As the Asset Manager
		By:		/s/ Xxxxxx X. X. Xxxxx
				Name:		Xxxxxx X. X. Xxxxx
				Title:		Authorized Signatory

LENDERS

WASATCH CLO LTD
By:		INVESCO Senior Secured Management, Inc. As Portfolio Manager
		By:		/s/ Xxxxxx X. X. Xxxxx
				Name:		Xxxxxx X. X. Xxxxx
				Title:		Authorized Signatory

LENDERS

VITESSE CLO LTD
By:		TCW Advisors as its Portfolio Manager
By:		/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Vice President
By:		/s/ Xxx Xxxxxxxxx
		Xxx Xxxxxxxxx
		Vice President

LENDERS

CELERITY CLO LIMITED
By:		TCW Advisors, Inc., as Agent
By:		/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Vice President
By:		/s/ Xxx Xxxxxxxxx
		Xxx Xxxxxxxxx
		Vice President

LENDERS

FIRST 2004-I CLO, LTD.
By:		TCW Advisors, Inc., its Collateral Manager
By:		/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Vice President
By:		/s/ Xxx Xxxxxxxxx
		Xxx Xxxxxxxxx
		Vice President

LENDERS

FIRST 2004-II CLO, LTD.
By:		TCW Advisors, Inc., its Collateral Manager
By:		/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Vice President
By:		/s/ Xxx Xxxxxxxxx
		Xxx Xxxxxxxxx
		Vice President

LENDERS

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/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Vice President
By:		/s/ Xxx Xxxxxxxxx
		Xxx Xxxxxxxxx
		Vice President

LENDERS

TCW SELECT LOAN FUND, LIMITED
By:		TCW Advisors, Inc., as its Collateral Manager
By:		/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Vice President
By:		/s/ Xxx Xxxxxxxxx
		Xxx Xxxxxxxxx
		Vice President

LENDERS

VECTOR CAPITAL FUND LTD.
By:		TCW Advisors, Inc. as its Interim Collateral Manager
By:		/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Vice President
By:		/s/ Xxx Xxxxxxxxx
		Xxx Xxxxxxxxx
		Vice President

LENDERS

VELOCITY CLO, LTD.
By:		TCW Advisors, Inc., its Collateral Manager
By:		/s/ Xxxxxxx Xxx
		Xxxxxxx Xxx
		Vice President
By:		/s/ Xxx Xxxxxxxxx
		Xxx Xxxxxxxxx
		Vice President

LENDERS

MUIRFIELD TRADING LLC
By:		/s/ M. Xxxxxxxx Xxxxxxx
		Name:		M. Xxxxxxxx Xxxxxxx
		Title:		Assistant Vice President

LENDERS

BANK LEUMI USA
[Print Name of Financial Institution]
By:		/s/ Joong Hee Hong
		Name:		Joong Hee Hong
		Title:		First Vice President

LENDERS

ORIX Financial Services, Inc.
By:		/s/ Xxxxx X. Xxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxx
		Title:		Associate Director

LENDERS

Allied Irish Bank, plc
/s/ Xxxxxx X. Xxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxx
Title:		Vice President

Allied Irish Bank, plc
/s/ Xxxx Xxxxxxxxxx
Name:		Xxxx Xxxxxxxxxx
Title:		Co-Head Leverage Finance Director of Corporate Banking North America

LENDERS

Xxxxxxxxx Carrera CLO, Ltd.
By:		Xxxxxxxxx Capital Partners LLC as its Asset Manager
By:		/s/ Xxxxxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxxxxx X. Xxxxxx
		Title:		Managing Partner

LENDERS

Xxxxxxxxx Quattro CLO, Ltd.
By:		Xxxxxxxxx Capital Partners LLC As its Collateral Manager
By:		/s/ Xxxxxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxxxxx X. Xxxxxx
		Title:		Managing Partner

LENDERS

Xxxxxxxxx Arbitrage CDO, Ltd.
By:		Xxxxxxxxx Capital Partners LLC as its Collateral Manager
By:		/s/ Xxxxxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxxxxx X. Xxxxxx
		Title:		Managing Partner

LENDERS

EAGLE CREEK CLO, LTD.
By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Authorized Signer

LENDERS

FALL CREEK CLO, LTD.
By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Authorized Signer

LENDERS

Addison CDO, Limited
By:		Pacific Investment Management Company LLC, as its Investment Advisor
		By		/s/ Xxxxxx Y. D. Xxx
				Xxxxxx Y. D. Xxx
				Senior Vice President

LENDERS

DELANO Company
By:		Pacific Investment Management Company LLC, as its Investment Advisor
		By		/s/ Xxxxxx Y. D. Xxx
				Xxxxxx Y. D. Xxx
				Senior Vice President

LENDERS

Fairway Loan Funding Company
By:		Pacific Investment Management Company LLC, as its Investment Advisor
		By		/s/ Xxxxxx Y. D. Xxx
				Xxxxxx Y. D. Xxx
				Senior Vice President

LENDERS

Loan Funding III LLC
By:		Pacific Investment Management Company LLC, as its Investment Advisor
		By		/s/ Xxxxxx Y. D. Xxx
				Xxxxxx Y. D. Xxx
				Senior Vice President

LENDERS

Southport CLO, Limited
By:		Pacific Investment Management Company LLC, as its Investment Advisor
		By		/s/ Xxxxxx Y. D. Xxx
				Xxxxxx Y. D. Xxx
				Senior Vice President

LENDERS

Waveland – INGOTS, LTD.
By:		Pacific Investment Management Company LLC, as its Investment Advisor
		By		/s/ Xxxxxx Y. D. Xxx
				Xxxxxx Y. D. Xxx
				Senior Vice President

LENDERS

ROSEMONT CLO, Ltd.
By:		Deerfield Capital Management LLC as its Collateral Manager
		By:		/s/ Xxxxx Sakon
				Name:		Xxxxx Sakon
				Title:		Vice President

LENDERS

BRYN MAWR CLO, Ltd.
By:		Deerfield Capital Management LLC as its Collateral Manager
By:		/s/ Xxxxx Sakon
		Name:		Xxxxx Sakon
		Title:		Vice President

LENDERS

FOREST CREEK CLO, Ltd.
By:		Deerfield Capital Management LLC as its Collateral Manager
By:		/s/ Xxxxx Sakon
		Name:		Xxxxx Sakon
		Title:		Vice President

LENDERS

LONG GROVE CLO, LIMITED.
By:		Deerfield Capital Management LLC as its Collateral Manager
By:		/s/ Xxxxx Sakon
		Name:		Xxxxx Sakon
		Title:		Vice President

LENDERS

CUMBERLAND II CLO LTD
By:		Deerfield Capital Management LLC as its Collateral Manager
By:		/s/ Xxxxx Sakon
		Name:		Xxxxx Sakon
		Title:		Vice President

LENDERS

SERVES 2006-1, Ltd. By PPM America, Inc., as Collateral Manager
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Managing Director

LENDERS

BALLANTYNE FUNDING LLC
By:		/s/ M. Xxxxxxxx Xxxxxxx
		Name:		M. Xxxxxxxx Xxxxxxx
		Title:		Assistant Vice President

LENDERS

BIRCHWOOD FUNDING LLC
By:		/s/ M. Xxxxxxxx Xxxxxxx
		Name:		M. Xxxxxxxx Xxxxxxx
		Title:		Assistant Vice President

LENDERS

JUPITER LOAN FUNDING LLC
By:		/s/ M. Xxxxxxxx Xxxxxxx
		Name:		M. Xxxxxxxx Xxxxxxx
		Title:		Assistant Vice President

LENDERS

PPM MONARCH BAY FUNDING LLC
By:		/s/ M. Xxxxxxxx Xxxxxxx
		Name:		M. Xxxxxxxx Xxxxxxx
		Title:		Assistant Vice President

LENDERS

PPM SHADOW CREEK FUNDING LLC
By:		/s/ M. Xxxxxxxx Xxxxxxx
		Name:		M. Xxxxxxxx Xxxxxxx
		Title:		Assistant Vice President

LENDERS

Centurion CDO II, Ltd.
By:		RiverSource Investments, LLC as Collateral Manager
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Director of Operations

LENDERS

Centurion CDO III, Limited
By:		RiverSource Investments, LLC as Collateral Manager
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Director of Operations

LENDERS

Centurion CDO VI, Ltd.
By:		RiverSource Investments, LLC as Collateral Manager
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Director of Operations

LENDERS

Centurion CDO VII, Ltd.
By:		RiverSource Investments, LLC as Collateral Manager
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Director of Operations

LENDERS

RiverSource Bond Series, Inc RiverSource Floating Rate Fund
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Assistant Vice President

LENDERS

Sequils-Centurion V, Ltd.
By:		RiverSource Investments, LLC as Collateral Manager
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Director of Operations

LENDERS

Ameriprise Certificate Company
By:		RiverSource Investments, LLC as Collateral Manager
[Print Name of Financial Institution]
By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Assistant Vice President

LENDERS

IDS Life Insurance Company
By:		RiverSource Investments, LLC as Collateral Manager
[Print Name of Financial Institution]
By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Assistant Vice President

LENDERS

PINEHURST TRADING, INC.
By:		/s/ M. Xxxxxxxx Xxxxxxx
		Name:		M. Xxxxxxxx Xxxxxxx
		Title:		Assistant Vice President

LENDERS

CONTINENTAL CASUALTY COMPANY
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. XxXxxx
		Name:		Xxxxxxx X. XxXxxx
		Title:		Vice President and Assistant Treasurer

LENDERS

CONTINENTAL ASSURANCE COMPANY on behalf of its Separate Account (E)
[Print Name of Financial Institution]
By:		/s/ Xxxxxxx X. XxXxxx
		Name:		Xxxxxxx X. XxXxxx
		Title:		Vice President and Assistant Treasurer

LENDERS

Franklin CLO I, Limited
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President

LENDERS

FRANKLIN FLOATING RATE DAILY ACCESS FUND
By:		/s/ Xxxxxxx Xxx
		Name:		Xxxxxxx Xxx
		Title:		Vice President

LENDERS

Xxxxxx’x Island CDO, Ltd.
By:		CypressTree Investment Management Company, Inc., as Portfolio Manager,
By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx
Title:		Director

LENDERS

Investors Bank & Trust Company as Sub-Custodian Agent of CypressTree International Loan Holding Company Limited
INVESTORS BANK & TRUST COMPANY AS SUB-CUSTODIAN AGENT OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Managing Director
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Managing Director
		/s/ Xxxx X. Xxxxxxxx
		Xxxx X. Xxxxxxxx
		Director

LENDERS

Citigroup Investments Corporate Loan Fund, Inc.
By:		Citigroup Alternative Investments LLC
By:		/s/ Xxxx X’ Xxxxxxx
Name:		Xxxx X’ Xxxxxxx
Title:		Vice President

LENDERS

X.X. Xxxxxx Trust Company (Cayman) Limited, as Trustee for TORAJI TRUST,
as [Assignee/Participant]
By:		Its Investment Manager, Citigroup Alternative Investments LLC
By:		/s/ Xxxx X’ Xxxxxxx
Name:		Xxxx X’ Xxxxxxx
Title:		Vice President

LLOYDS TSB BANK PLC
By:		/s/ Xxxxxxxx X. Xxxxx
		Name:		Xxxxxxxx X. Xxxxx
		Title:		XXX
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		VP & Manager - Business Development C.B, C103

LENDERS

Sankaty Advisors, LLC as Collateral Manager for XXXXX POINT CLO, LTD., as Term Lender
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President

LENDERS

Sankaty Advisors, Inc., as Collateral Manager for Xxxxx Point CBO 1999-1 LTD., as Term Lender
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President

LENDERS

Sankaty Advisors, LLC as Collateral Manager for Castle Hill I – INGOTS, Ltd., as Term Lender
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President

LENDERS

Sankaty Advisors, LLC as Collateral Manager for Castle Hill II – INGOTS, Ltd., as Term Lender
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President

LENDERS

Sankaty Advisors, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President

LENDERS

Katonah III, Ltd. by Sankaty Adavisors LLC as Sub-Advisors
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President

LENDERS

Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President

LENDERS

Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender
[Print Name of Financial Institution]
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President

LENDERS

BLACK DIAMOND CLO 2005-1 LTD.
By:		Black Diamond Capital Management, L.L.C. as its Collateral Manager
By:		/s/ Xxxxx X. Xxxxx, Xx.
		Name:		Xxxxx X. Xxxxx, Xx.
		Title:		President & Managing Partner Black Diamond Capital Management, L.L.C.

LENDERS

BLACK DIAMOND CLO 2005-2 LTD.
By:		Black Diamond Capital Management, LLC, as its Collateral Manager
By:		/s/ Xxxxx X. Xxxxx, Xx.
		Name:		Xxxxx X. Xxxxx, Xx.
		Title:		President & Managing Partner
				Black Diamond Capital Management, LLC.

LENDERS

Flagship CLO II
By: Deutsche Asset Management, Inc.,
as Sub-Advisor
By:		/s/ Xxxxxxx Cumniffe
Name:		Xxxxxxx Cumniffe
Title:		Director
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President

Flagship CLO III
By: Deutsche Asset Management, Inc.,
as Sub-Advisor
By:		/s/ Xxxxxxx Cumniffe
Name:		Xxxxxxx Cumniffe
Title:		Director
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President

Flagship CLO IV
By: Deutsche Asset Management, Inc.,
as Sub-Advisor
By:		/s/ ColleenCumniffe
Name:		ColleenCumniffe
Title:		Director
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President

Flagship CLO V
By: Deutsche Asset Management, Inc.,
as Attorney in Fact
By:		/s/ ColleenCumniffe
Name:		ColleenCumniffe
Title:		Director
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President

Aurum CLO 2002-I, Ltd
By: Deutsche Asset Management, Inc.,
as Sub-Advisor
By:		/s/ ColleenCumniffe
Name:		ColleenCumniffe
Title:		Director
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President

CONSENT

Reference is made to the Credit Agreement, dated as of April 10, 2001, as amended by Amendment No. 1 thereto dated as of March 13, 2002, Amendment No. 2 thereto dated as of June 17, 2002, Amendment No. 3 thereto dated as of December 11, 2002, Amendment No. 4 and Waiver thereto dated as of March 31, 2003, Amendment No. 5 dated as of June 30, 2003, Amendment No. 6 and Waiver thereto dated as of August 5, 2003 and Amendment No. 7 thereto dated as of March 1, 2004, Amendment No. 8 and Waiver thereto dated as of March 18, 2005, Amendment No. 9 and Waiver thereto dated as of May 27, 2005, Amendment No. 10 and Waiver thereto dated as of July 14, 2005, Amendment No. 11 and Waiver thereto dated as of September 29, 2005, Amendment No. 12 and Waiver thereto dated as of November 14, 2005, Amendment No. 13 and Waiver thereto dated as of March 30, 2006, Amendment No. 14 and Waiver thereto dated as of April 14, 2006 and as modified by the Consent thereto dated as of June 3, 2004, among the Borrowers, the Lender Parties party thereto, and Xxxxxx Xxxxxxx 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. 15 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. 15 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/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Managing Director

DRESSER HOLDINGS, INC.
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President

DRESSER INTERNATIONAL, INC.
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Senior Vice President

DRESSER RE, INC.
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President

DRESSER RUSSIA, INC.
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President

LVF HOLDING CORPORATION
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President

DRESSER ENTECH, INC.
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President

RING-O VALVE, INCORPORATED
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President

DRESSER CHINA, INC.
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President