CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT Dated as of March 18, 2005
Exhibit 4.1
EXECUTION COPY
CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM
Dated as of March 18, 2005
CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM LOAN AGREEMENT, dated as of March 18, 2005 (this “Consent”), among DRESSER, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined below), the Lenders listed on the signature pages hereto and XXXXXX XXXXXXX SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Lenders party thereto and the Agents have entered into a Senior Unsecured Term Loan Agreement dated as of March 1, 2004, (the “Term Loan Agreement”; capitalized terms used herein but not defined shall be used herein as defined in the Term Loan Agreement).
WHEREAS, the Borrower desires to modify the Term Loan Agreement in certain respects and to waive certain Defaults and Events of Default under the Credit Agreement, in each case as provided herein;
WHEREAS, the Required Lenders have agreed, subject to the terms and conditions hereinafter set forth, to modify the Term Loan Agreement in response to the Borrower’s request as set forth below;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:
SECTION 1. Consent. Notwithstanding anything to the contrary set forth in the Term Loan Agreement, the Required Lenders hereby consent to (a) the extension of the delivery date specified for the audited financial statements for the Fiscal Year ended December 31, 2004 and the other material with respect to such Fiscal Year required by Section 5.01(b) of the Term Loan Agreement to no later than May 30, 2005 (the “10K Extended Delivery Date”), it being understood and agreed that if the Borrower fails to deliver such audited financial statements and other materials on or before the 10K Extended Delivery Date, and a notice of Default with respect to such failure is delivered to the Borrower by the Administrative Agent or the Lenders holding of at least 25% of the outstanding principal amount of the Senior Unsecured Obligations pursuant to Section 6.01(c) of the Term Loan Agreement, such failure shall constitute an Event of Default for all purposes under the Loan Documents and (b) the extension of the delivery date specified for the material required by Section 5.01(b) with respect to the fiscal quarter ended March 31, 2005 to no later than June 29, 2005 (the “10Q Extended Delivery Date”), it being understood and agreed that if the Borrower fails to deliver the materials required by Section 5.01(b) with respect to the fiscal quarter ended March 31, 2005 by the 10Q Extended Delivery
Date, and a notice of Default with respect to such failure is delivered to the Borrower by the Administrative Agent or the Lenders holding of at least 25% of the outstanding principal amount of the Senior Unsecured Obligations pursuant to Section 6.01(c) of the Term Loan Agreement, such failure shall constitute an Event of Default for all purposes under the Loan Documents. Notwithstanding the foregoing, it is further understood and agreed that the Borrower shall deliver to the Lenders all financial statements for the fiscal quarter ended March 31, 2005 that are provided to the “Lenders” under the Existing Credit Agreement at the same time as such financial statements are delivered under the Existing Credit Agreement, and if the Borrower fails to do so, and a notice of Default with respect to such failure is delivered to the Borrower by the Administrative Agent or the Lenders holding of at least 25% of the outstanding principal amount of the Senior Unsecured Obligations pursuant to Section 6.01(c) of the Term Loan Agreement, such failure shall constitute an Event of Default for all purposes under the Loan Documents.
SECTION 2. Waiver. The Lenders holding not less than a majority in aggregate principal amount of the then outstanding Senior Unsecured Obligations hereby waive any Default or Event of Default in respect of the provisions of Sections 3.01(a)(iv), 3.01(c), 4.01(f), 4.01(g), 4.01(h), 4.01(j), 5.01(b) and 5.01(c) of the Term Loan Agreement and any related or substantially comparable provision of any Loan Document, in each case consisting of, resulting from or relating in any respect to (i) the re-audit, revision or restatement of any financial statement delivered prior to the date of this Consent and Waiver by the Borrower or any of its Subsidiaries (including, without limitation, any misstatement therein or in any certificate, representation or warranty relating thereto, or any error, defect or deficiency in accounting procedures or in the application of accounting principles reflected thereby or relating thereto), (ii) any failure to deliver any such financial statement when or as required, except as required by Section 1 above, (iii) any failure to comply with any obligation that became required to be performed or observed under any of such provisions by reason of the occurrence of any such Default or Event of Default or (iv) any misstatement as to the absence of any such Default or Event of Default.
SECTION 3. Conditions to Effectiveness. This Consent shall become effective on the date (the “Effective Date”) when each of the conditions set forth in this Section 3 to this Consent shall have been fulfilled to the satisfaction of the Administrative Agent.
(i) Execution of Counterparts. The Administrative Agent shall have received counterparts of this Consent, duly executed and delivered on behalf of each of (a) the Borrower and each Guarantor, (b) the Administrative Agent and (c) the Required Lenders, or as to any of the foregoing parties, advice reasonably satisfactory to the Administrative Agent that each of the foregoing parties has executed a counterpart of this Consent.
(ii) Payment of Fees and Expenses. The Borrower shall have paid (a) to the Administrative Agent, for the benefit of each Lender executing this Consent on or before March 17, 2005, a fee equal to 0.05% of the aggregate Commitments and Advances of each such Lender and (b) all expenses (including the fees and expenses of Shearman & Sterling LLP) incurred in connection with the preparation, negotiation and execution of this Consent and other matters relating to the Term Loan Agreement from and after the last invoice to the extent invoiced.
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SECTION 4. Representations and Warranties. Each Borrower hereby represents and warrants that as of the date hereof no Default has occurred and is continuing or would result from the effectiveness of this Consent.
SECTION 5. Reference to and Effect on the Transaction Documents. (a) On and after the effectiveness of this Consent, each reference in the Term Loan Agreement to “hereunder”, “hereof” or words of like import referring to the Term Loan Agreement, and each reference in the other transaction documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Term Loan Agreement, shall mean and be a reference to the Term Loan Agreement as modified by this Consent.
(b) The Term Loan Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Consent, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Consent shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
SECTION 6. Execution in Counterparts. This Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Consent by telecopier shall be effective as delivery of a manually executed counterpart of this Consent.
SECTION 7. Governing Law. This Consent shall be governed by, and construed in accordance with, the laws of the State of New York, and shall be subject to the jurisdictional and service provisions of the Term Loan Agreement, as if this were a part of the Term Loan Agreement.
SECTION 8. Entire Agreement; Modification. This Consent constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, there being no other agreements or understandings, oral, written or otherwise, respecting such subject matter, any such agreement or understanding being superseded hereby, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and may not be amended, extended or otherwise modified, except in a writing executed in whole or in counterparts by each party hereto.
[Signatures follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed and delivered by their respective authorized officers as of the day and year first above written
DRESSER, INC., as Borrower | ||||||
By: | /S/ XXXXX X. XXXXXXX | [STAMP] | ||||
Name: |
Xxxxx X. Xxxxxxx | |||||
Title: |
Executive Vice President and Chief Financial Officer |
THE GUARANTORS | ||||||
DRESSER INTERNATIONAL, INC. | ||||||
By: | /S/ XXXXX X. XXXXXXX | |||||
Name: |
Xxxxx X. Xxxxxxx | |||||
Title: |
Executive Vice President | |||||
DRESSER RE, INC. | ||||||
By: | /S/ XXXXX X. XXXXXXX | |||||
Name: |
Xxxxx X. Xxxxxxx | |||||
Title: |
Executive Vice President | |||||
DRESSER RUSSIA, INC. | ||||||
[STAMP] | By: | /S/ XXXXX X. XXXXXXX | ||||
Name: |
Xxxxx X. Xxxxxxx | |||||
Title: |
Executive Vice President | |||||
LVF HOLDING CORPORATION | ||||||
By: | /S/ XXXXX X. XXXXXXX | |||||
Name: |
Xxxxx X. Xxxxxxx | |||||
Title: |
Executive Vice President | |||||
DRESSER ENTECH, INC. | ||||||
By: | /S/ XXXXX X. XXXXXXX | |||||
Name: |
Xxxxx X. Xxxxxxx | |||||
Title: |
Executive Vice President | |||||
RING-O VALVE, INCORPORATED | ||||||
By: | /S/ XXXXX X. XXXXXXX | |||||
Name: |
Xxxxx X. Xxxxxxx | |||||
Title: |
Executive Vice President |
DRESSER CHINA, INC. |
||||||
By: | /S/ XXXXX X. XXXXXXX | [STAMP] | ||||
Name: |
Xxxxx X. Xxxxxxx | |||||
Title: |
Executive Vice President |
XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent | ||||
By: | /s/ XXXXXX XXXXXX | |||
Name: |
Xxxxxx Xxxxxx | |||
Title: | Managing Director |
XXXXXX XXXXXXX & CO. INCORPORATED as Collateral Agent | ||||
By: | /s/ XXXXXX XXXXXX | |||
Name: |
Xxxxxx Xxxxxx | |||
Title: | Managing Director |
LENDERS | ||||
LANDMARK CDO LIMITED | ||||
By: | ALADDIN CAPITAL MANAGEMENT LLC, AS MANAGER | |||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXXX XXXXXXX | |||
Name: |
XXXXXX XXXXXXX | |||
Title: | DIRECTOR |
LENDERS | ||||
LANDMARK II CDO LIMITED | ||||
By: | ALADDIN CAPITAL MANAGEMENT LLC as MANAGER | |||
[Print Name of Financial Institution] | ||||
By: |
/s/ XXXXXX XXXXXXX | |||
Name: |
XXXXXX XXXXXXX | |||
Title: |
DIRECTOR |
LENDERS | ||||
LANDMARK III CDO LIMITED | ||||
By: | ALADDIN CAPITAL MANAGEMENT LLC as MANAGER | |||
[Print Name of Financial Institution] | ||||
By: |
/s/ XXXXXX XXXXXXX | |||
Name: |
XXXXXX XXXXXXX | |||
Title: |
DIRECTOR |
LENDERS | ||||
LANDMARK IV CDO LIMITED | ||||
By: | ALADDIN CAPITAL MANAGEMENT LLC as MANAGER | |||
[Print Name of Financial Institution] | ||||
By: |
/s/ XXXXXX XXXXXXX | |||
Name: |
XXXXXX XXXXXXX | |||
Title: |
DIRECTOR |
LENDERS | ||||
American Express Certificate Company | ||||
By: | American Express Asset Management Group, Inc. as Collateral Manager | |||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXXX X. XXXXXXX | |||
Name: |
Xxxxxx X. Xxxxxxx | |||
Title: |
Senior Managing Director |
LENDERS | ||||
Centurion CDO II, Ltd. | ||||
By: | American Express Asset Management Group, Inc. as Collateral Manager | |||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXXXX X. XXXX | |||
Name: |
Xxxxxxx X. Xxxx | |||
Title: |
Director-Operations |
LENDERS | ||||
Centurion CDO III, Ltd. | ||||
By: | American Express Asset Management Group, Inc. as Collateral Manager | |||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXXXX X. XXXX | |||
Name: |
Xxxxxxx X. Xxxx | |||
Title: |
Director-Operations |
LENDERS | ||||
Centurion CDO VI, Ltd. | ||||
By: |
American Express Asset Management Group, Inc. as Collateral Manager | |||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXXXX X. XXXX | |||
Name: |
Xxxxxxx X. Xxxx | |||
Title: |
Director-Operations |
LENDERS | ||||
Centurion CDO VII, Ltd. | ||||
By: |
American Express Asset Management Group, Inc. as Collateral Manager | |||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXXXX X. XXXX | |||
Name: |
Xxxxxxx X. Xxxx | |||
Title: |
Director-Operations |
LENDERS | ||||
IDS Life Insurance Company | ||||
By: |
American Express Asset Management Group, Inc. as Collateral Manager | |||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXXX X. XXXXXXX | |||
Name: |
Xxxxxx X. Xxxxxxx | |||
Title: |
Senior Managing Director |
LENDERS | ||||
Sequils-Centurion V, Ltd. | ||||
By: | American Express Asset Management Group, Inc. as Collateral Manager | |||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXXXX X. XXXX | |||
Name: |
Xxxxxxx X. Xxxx | |||
Title: |
Director-Operations |
LENDERS | ||||
AMMC CDO I, LIMITED | ||||
By: | American Money Management Corp., as Collateral Manager | |||
By: | /s/ XXXXXXX X. ENG | |||
Name: |
Xxxxxxx X. Eng | |||
Title: |
Senior Vice President |
LENDERS | ||||
AMMC CDO II, LIMITED | ||||
By: | American Money Management Corp., as Collateral Manager | |||
By: | /s/ XXXXXXX X. ENG | |||
Name: |
Xxxxxxx X. Eng | |||
Title: |
Senior Vice President |
LENDERS | ||||
ARES III CLO Ltd. | ||||
By: | ARES CLO Management LLC, Investment Manager | |||
By: | /s/ XXXX X. XXXXXXX | |||
Name: |
XXXX X. XXXXXXX | |||
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/ XXXX X. XXXXXXX | |||
Name: |
XXXX X. XXXXXXX | |||
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/ XXXX X. XXXXXXX | |||
Name: |
XXXX X. XXXXXXX | |||
Title: |
VICE PRESIDENT |
LENDERS | ||||
Ares VII CLO Ltd. | ||||
By: | Ares CLO Management VII, L.P., Investment Manager | |||
By: | Ares CLO GP VII, LLC, Its General Partner | |||
By: | /s/ XXXX X. XXXXXXX | |||
Name: |
XXXX X. XXXXXXX | |||
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/ XXXX X. XXXXXXX | |||
Name: |
XXXX X. XXXXXXX | |||
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/ XXXX X. XXXXXXX | |||
Name: |
XXXX X. XXXXXXX | |||
Title: |
VICE PRESIDENT |
LENDERS | ||||
Black Diamond CLO 2000-1, Ltd. | ||||
By: | /s/ XXXX XXXXXXX | |||
Name: |
Xxxx Xxxxxxx | |||
Title: |
Director |
LENDERS | ||||
BLACK DIAMOND CLO 2005 - 1, LTD. | ||||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXX XXXXXX | |||
Name: |
Xxxxx Xxxxxx | |||
Title: |
Director |
LENDERS | ||||
Black Diamond International Funding, Ltd. | ||||
By: | /s/ XXXX XXXXXXX | |||
Name: |
Xxxx Xxxxxxx | |||
Title: |
Director |
LENDERS | ||||
CANADIAN IMPERIAL BANK OF COMMERCE | ||||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXX XXXXXXX | |||
Name: |
Xxxx Xxxxxxx | |||
Title: |
AUTHORIZED SIGNATORY | |||
By: | /s/ XXXXXXX XXXXX | |||
Name: |
Xxxxxxx Xxxxx | |||
Title: |
AUTHORIZED SIGNATORY |
LENDERS | ||||
Columbus Loan Funding Ltd. | ||||
By: | Travelers Asset Management International Company LLC | |||
By: | /s/ XXXX X’ XXXXXXX | |||
Name: |
Xxxx X’ Xxxxxxx | |||
Title: |
Vice President |
LENDERS | ||||
Citigroup Investments Corporate Loan Fund Inc. | ||||
By: | Travelers Asset Management International Company LLC | |||
By: | /s/ XXXX X’ XXXXXXX | |||
Name: |
Xxxx X’ Xxxxxxx | |||
Title: |
Vice President |
LENDERS | ||||
THE TRAVELERS INSURANCE COMPANY | ||||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXX XXXXXXXX | |||
Name: |
XXXXX XXXXXXXX | |||
Title: |
INVESTMENT OFFICER |
LENDERS | ||||
TRS CALLISTO LLC | ||||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXXX XXXXXX | |||
Name: |
Xxxxxx Xxxxxx | |||
Title: |
Vice President |
LENDERS | ||||
COSTANTINUS XXXXX XXXXX CDO V, 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 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 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 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 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 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 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 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 | ||
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 | ||
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 | ||||
TOLLI & CO. | ||||
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 | ||||
Arum CLO 2002-1 Ltd., | ||||
By: | Columbia Management Advisors, Inc. As Investment Manager | |||
By: |
/s/ XXXX X. XXXXXXXXX | |||
Name: |
Xxxx X. Xxxxxxxxx | |||
Title: |
Director |
LENDERS | ||||
Flagship Capital CLO 2001-1 | ||||
By: | Flagship Capital Management, Inc. | |||
By: |
/s/ XXXX X. XXXXXXXXX | |||
Name: |
Xxxx X. Xxxxxxxxx | |||
Title: |
Director |
LENDERS | ||||
Flagship Capital CLO III | ||||
By: | Flagship Capital Management, Inc. | |||
By: |
/s/ XXXX X. XXXXXXXXX | |||
Name: |
Xxxx X. Xxxxxxxxx | |||
Title: |
Director |
LENDERS | ||||
Xxxxx Xxx & Farnham CLO I LTD., | ||||
By: | Columbia Management Advisors, Inc. as Portfolio Manager | |||
By: |
/s/ XXXX X. XXXXXXXXX | |||
Name: |
Xxxx X. Xxxxxxxxx | |||
Title: |
Director |
LENDERS | ||||
/s/ Illegible | ||||
FORTIS CAPITAL CORP. | ||||
By: | ||||
Name: |
XXXX XXXXXX | |||
Title: |
V.P. | |||
FORTIS CAPITAL CORP. | ||||
By: | /s/ X. XXXXXXX | |||
Name: |
X. XXXXXXX | |||
Title: |
M.D. |
LENDERS | ||||
Franklin CLO I, Limited | ||||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXX XXXXXX | |||
Name: |
XXXXX XXXXXX | |||
Title: |
VICE PRESIDENT |
LENDERS | ||||
Franklin CLO II, Limited | ||||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXX XXXXXX | |||
Name: |
XXXXX XXXXXX | |||
Title: |
VICE PRESIDENT |
LENDERS | ||||
Franklin CLO III, Limited | ||||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXX XXXXXX | |||
Name: |
XXXXX XXXXXX | |||
Title: |
VICE PRESIDENT |
LENDERS | ||||
Franklin CLO IV, Limited | ||||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXX XXXXXX | |||
Name: |
XXXXX XXXXXX | |||
Title: |
VICE PRESIDENT |
LENDERS | ||||
FRANKLIN FLOATING RATE DAILY ACCESS FUND | ||||
[Print Name of Financial Institution] | ||||
By: |
/s/ XXXXXXX XXX | |||
Name: |
Xxxxxxx Xxx | |||
Title: |
Vice President |
LENDERS | ||||
Franklin Floating Rate Master Series | ||||
[Print Name of Financial Institution] | ||||
By: |
/s/ XXXXXXX XXX | |||
Name: |
Xxxxxxx Xxx | |||
Title: |
Vice President |
LENDERS | ||||
Franklin Floating Rate Trust | ||||
[Print Name of Financial Institution] | ||||
By: |
/s/ XXXXXXX XXX | |||
Name: |
Xxxxxxx Xxx | |||
Title: |
Vice President |
LENDERS | ||||
ARCHIMEDES FUNDING III, LTD. | ||||
BY: |
ING Captial Advisors LLC, as Collateral Manager | |||
BY: |
/s/ XXXXXX X. XXXX | |||
Name: |
XXXXXX X. XXXX | |||
Title: |
MANAGING DIRECTOR |
LENDERS | ||||
KZH CRESCENT-3 LLC | ||||
By: |
/s/ HI HUA | |||
Name: |
HI HUA | |||
Title: |
AUTHORIZED AGENT |
LENDERS | ||||
KZH PONDVIEW LLC | ||||
By: | /s/ HI HUA | |||
Name: |
HI HUA | |||
Title: |
AUTHORIZED AGENT |
LENDERS | ||||
KZH SOLEIL LLC | ||||
By: | /s/ HI HUA | |||
Name: |
HI HUA | |||
Title: |
AUTHORIZED AGENT |
LENDERS | ||||
KZH SOLEIL-2 LLC | ||||
By: | /s/ HI HUA | |||
Name: |
HI HUA | |||
Title: |
AUTHORIZED AGENT |
LENDERS | ||
Floating Rate Income Strategies Fund, Inc. | ||
By: | /s/ OMAR JAMA | |
Omar Jama | ||
Authorized Signatory | ||
SENIOR HIGH INCOME PORTFOLIO, INC. | ||
By: | /s/ OMAR JAMA | |
Omar Jama | ||
Authorized Signatory | ||
DEBT STRATEGIES FUND, INC. | ||
By: | /s/ OMAR JAMA | |
Omar Jama | ||
Authorized Signatory | ||
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO | ||
By: | Xxxxxxx Xxxxx Investment Managers, L.P. as Investment Advisor | |
By: | /s/ OMAR JAMA | |
Omar Jama | ||
Authorized Signatory |
LENDERS | ||||
Metropolitan Life Insurance Company | ||||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXX X. XXXXXXX | |||
Name: |
Xxxxx X. Xxxxxxx | |||
Title: |
Director |
LENDERS | ||||
Venture III CDO Limited | ||||
By |
its investment advisor, MJX Asset Management LLC | |||
By: | /s/ XXXXXXX XXXXXXX | |||
Name: |
Xxxxxxx Xxxxxxx | |||
Title: |
Director |
LENDERS | ||||
NYLIM Flatiron CLO 2003-1 Ltd. | ||||
By: |
New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact | |||
By: | /s/ XXXXXX X. XXXX | |||
Name: |
Xxxxxx X. Xxxx | |||
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/ XXXXXX X. XXXX | |||
Name: |
Xxxxxx X. Xxxx | |||
Title: |
Managing Director |
NYLIM High Yield CDO 2001 Ltd. | ||||
By: |
New York Life Investment Management LLC, as Investment Manager and Attorney-in-Fact | |||
By: | /s/ XXXXXX X. XXXX | |||
Name: |
Xxxxxx X. Xxxx | |||
Title: |
Managing Director |
New York Life Insurance and Annuity Corporation | ||||
By: |
New York Life Investment Management LLC, its Investment Manager | |||
By: | /s/ XXXXXX X. XXXX | |||
Name: |
Xxxxxx X. Xxxx | |||
Title: |
Managing Director |
New York Life Insurance Company | ||||
By: | /s/ XXXXXX X. XXXX | |||
Name: |
Xxxxxx X. Xxxx | |||
Title: |
Investment Vice President |
LENDERS | ||||
The OneGroup High Yield Bond Fund | ||||
[Print Name of Financial Institution] | ||||
By: | /s/ XXXXXXX X. XXXXXX | |||
Name: |
Xxxxxxx X. Xxxxxx | |||
Title: |
LENDERS | ||||
Addison CDO, Limited | ||||
By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
By: |
/s/ XXXXX X. XXXXXXXXXX | |||
Xxxxx X. Xxxxxxxxxx Managing Director |
LENDERS | ||
Bedford CDO, Limited | ||
By: | Pacific Investment Management Company LLC, as its Investment Advisor | |
By: |
/s/ XXXXX X. XXXXXXXXXX | |
Xxxxx X. Xxxxxxxxxx Managing Director |
LENDERS | ||
CAPTIVA IV Finance Ltd. as advised by Pacific Investment Management Company LLC | ||
By: | /s/ XXXXX XXXX | |
Xxxxx Xxxx | ||
Director |
LENDERS | ||
CAPTIVA IV Finance Ltd. as advised by Pacific Investment Management Company LLC | ||
By: | /s/ XXXXX XXXX | |
Xxxxx Xxxx | ||
Director |
LENDERS | ||
DELANO Company | ||
By: |
Pacific Investment Management Company LLC, as its Investment Advisor | |
By: | /s/ XXXXX X. XXXXXXXXXX | |
Xxxxx X. Xxxxxxxxxx | ||
Managing Director |
LENDERS | ||
EQ Advisors Trust EQ/High Yield Portfolio | ||
By: |
Pacific Investment Management Company LLC, as its Investment Advisor | |
By: | /s/ XXXXX X. XXXXXXXXXX | |
Xxxxx X. Xxxxxxxxxx | ||
Managing Director |
LENDERS | ||
Jissekikun Funding, Ltd. | ||
By: |
Pacific Investment Management Company LLC, as its Investment Advisor | |
By: | /s/ XXXXX X. XXXXXXXXXX | |
Xxxxx X. Xxxxxxxxxx | ||
Managing Director |
LENDERS | ||||
Loan Funding III LLC | ||||
By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
By: |
/s/ XXXXX X. XXXXXXXXXX | |||
Xxxxx X. Xxxxxxxxxx | ||||
Managing Director |
LENDERS | ||||
PIMCO Floating Rate Income Fund | ||||
By: | Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO | |||
By: |
/s/ XXXXX X. XXXXXXXXXX | |||
Xxxxx X. Xxxxxxxxxx | ||||
Managing Director |
LENDERS | ||||
ROYALTON COMPANY | ||||
By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
By: |
/s/ XXXXX X. XXXXXXXXXX | |||
Xxxxx X. Xxxxxxxxxx | ||||
Managing Director |
LENDERS | ||||
SEQUILS-MAGNUM, LTD. | ||||
By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
By: |
/s/ XXXXX X. XXXXXXXXXX | |||
Xxxxx X. Xxxxxxxxxx | ||||
Managing Director |
LENDERS | ||||
Southport CLO, Limited | ||||
By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
By: |
/s/ XXXXX X. XXXXXXXXXX | |||
Xxxxx X. Xxxxxxxxxx | ||||
Managing Director |
LENDERS | ||||
Waveland – INGOTS, LTD. | ||||
By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
By: | /s/ XXXXX X. XXXXXXXXXX | |||
Xxxxx X. Xxxxxxxxxx | ||||
Managing Director |
LENDERS | ||||
Wrigley CDO, Ltd. | ||||
By: | Pacific Investment Management Company LLC, as its Investment Advisor | |||
By: | /s/ XXXXX X. XXXXXXXXXX | |||
Xxxxx X. Xxxxxxxxxx | ||||
Managing Director |
LENDERS | ||||||||||||
[Print Name of Financial Institution] | ||||||||||||
By: | ||||||||||||
Name: |
||||||||||||
Title: |
||||||||||||
OAK HILL SECURITIES FUND, L.P. | OAK HILL SECURITIES FUND II, L.P. | |||||||||||
By: |
Oak Hill Securities GenPar, L.P. its General Partner |
By: |
Oak Hill Securities GenPar II, L.P. its General Partner | |||||||||
By: |
Oak Hill Securities MGP, Inc., its General Partner |
By: |
Oak Hill Securities MGP II, Inc., its General Partner | |||||||||
By: | /s/ XXXXX X. XXXXX | By: | /s/ XXXXX X. XXXXX | |||||||||
Name: |
Xxxxx X. Xxxxx | Name: |
Xxxxx X. Xxxxx | |||||||||
Title: |
Vice President | Title: |
Vice President | |||||||||
OAK HILL CREDIT PARTNERS I, LIMITED | OAK HILL CREDIT PARTNERS II, LIMITED | |||||||||||
By: |
Oak Hill CLO Management I, LLC As Investment Manager |
By: |
Oak Hill CLO Management II, LLC As Investment Manager | |||||||||
By: | /s/ XXXXX X. XXXXX | By: | /s/ XXXXX X. XXXXX | |||||||||
Name: |
Xxxxx X. Xxxxx | Name: |
Xxxxx X. Xxxxx | |||||||||
Title: |
Authorized Person | 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 | ||||
BOSTON HARBOR CLO 2004-1, LTD. | ||||
By: | /s/ XXXX XXXXX | |||
Name: |
Xxxx Xxxxx | |||
Title: |
V. P. |
LENDERS | ||||
XXXXXX DIVERSIFIED INCOME TRUST | ||||
By: | /s/ XXXX XXXXX | |||
Name: |
Xxxx Xxxxx | |||
Title: |
V.P. |
LENDERS | ||||
XXXXXX FLOATING RATE INCOME FUND | ||||
By: | /s/ XXXX XXXXX | |||
Name: |
Xxxx Xxxxx | |||
Title: |
V.P. |
LENDERS | ||||
XXXXXX HIGH YIELD ADVANTAGE FUND | ||||
By: | /s/ XXXX XXXXX | |||
Name: |
Xxxx Xxxxx | |||
Title: |
V.P. |
LENDERS | ||||
XXXXXX HIGH YIELD TRUST | ||||
By: | /S/ XXXX XXXXX | |||
Name: |
Xxxx Xxxxx | |||
Title: |
V.P. |
LENDERS | ||||
XXXXXX MASTER INCOME TRUST | ||||
By: | /S/ XXXX XXXXX | |||
Name: |
Xxxx Xxxxx | |||
Title: |
V.P. |
LENDERS | ||||
XXXXXX MASTER INTERMEDIATE INCOME TRUST | ||||
By: | /s/ XXXX XXXXX | |||
Name: |
Xxxx Xxxxx | |||
Title: |
V.P. |
LENDERS | ||||
XXXXXX PREMIER INCOME TRUST | ||||
By: | /S/ XXXX XXXXX | |||
Name: |
Xxxx Xxxxx | |||
Title: |
V.P. |
LENDERS | ||||
XXXXXX VARIABLE TRUST – PVT DIVERSIFIED INCOME FUND | ||||
By: | /S/ XXXX XXXXX | |||
Name: |
Xxxx Xxxxx | |||
Title: |
V.P. |
LENDERS | ||||
XXXXXX VARIABLE TRUST – PVT HIGH YIELD FUND | ||||
By: | /S/ XXXX XXXXX | |||
Name: |
Xxxx Xxxxx | |||
Title: |
V.P. |
LENDERS | ||||
Xxxxxxxxx Arbitrage CDO, Ltd. | ||||
By: | Xxxxxxxxx Capital Partners LLC as its Collateral Manager | |||
[Print Name of Financial Institution] | ||||
By: |
/s/ XXXXXXXXXXX X. XXXXXX | |||
Name: |
Xxxxxxxxxxx X. Xxxxxx | |||
Title: |
Managing Partner |
LENDERS | ||||
Xxxxxxxxx Carrera CLO, Ltd. | ||||
By: | Xxxxxxxxx Capital Partners LLC as its Asset Manager | |||
[Print Name of Financial Institution] | ||||
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 | |||
[Print Name of Financial Institution] | ||||
By: |
/s/ XXXXXXXXXXX X. XXXXXX | |||
Name: |
Xxxxxxxxxxx X. Xxxxxx | |||
Title: |
Managing Partner |
LENDERS | ||||
Trust Company of the West | ||||
[Print Name of Financial Institution] | ||||
CELERITY CLO LIMITED | ||||
By: |
TCW Advisors, Inc., As agent | |||
By: |
/s/ XXXXXXX X. XXXXXX | |||
Name: |
XXXXXXX X. XXXXXX | |||
Title: |
SENIOR VICE PRESIDENT | |||
By: |
/s/ XXXXXXXX X. XXXXXX | |||
Name: |
XXXXXXXX X. XXXXXX | |||
Title: |
MANAGING DIRECTOR |
LENDERS | ||||
Trust Company of the West | ||||
[Print Name of Financial Institution] | ||||
C-SQUARED CDO LTD. | ||||
By: | TCW Advisors, Inc., as its Portfolio Manager | |||
By: |
/s/ XXXXXXXX X. XXXXXX | |||
Name: |
XXXXXXXX X. XXXXXX | |||
Title: |
MANAGING DIRECTOR |
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/ XXXXXXX X. XXXXXX | |||
Name: |
XXXXXXX X. XXXXXX | |||
Title: |
SENIOR VICE PRESIDENT | |||
By: | /s/ XXXXXXXX X. XXXXXX | |||
Name: |
XXXXXXXX X. XXXXXX | |||
Title: |
MANAGING DIRECTOR |
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/ XXXXXXX X. XXXXXX | |||
Name: |
XXXXXXX X. XXXXXX | |||
Title: |
SENIOR VICE PRESIDENT | |||
By: | /s/ XXXXXXXX X. XXXXXX | |||
Name: |
XXXXXXXX X. XXXXXX | |||
Title: |
MANAGING DIRECTOR |
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/ XXXXXXX X. XXXXXX | |||
Name: |
XXXXXXX X. XXXXXX | |||
Title: |
SENIOR VICE PRESIDENT | |||
By: | /s/ XXXXXXXX X. XXXXXX | |||
Name: |
XXXXXXXX X. XXXXXX | |||
Title: |
MANAGING DIRECTOR |
LENDERS | ||||
Trust Company of the West | ||||
[Print Name of Financial Institution] | ||||
TCW SELECT LOAN FUND, LIMITED | ||||
By: | TCW Advisors, Inc., as its Collateral Manager | |||
By: | /s/ XXXXXXX X. XXXXXX | |||
Name: |
XXXXXXX X. XXXXXX | |||
Title: |
SENIOR VICE PRESIDENT | |||
By: | /s/ XXXXXXXX X. XXXXXX | |||
Name: |
XXXXXXXX X. XXXXXX | |||
Title: |
MANAGING DIRECTOR |
LENDERS | ||||
Trust Company of the West | ||||
[Print Name of Financial Institution] | ||||
VELOCITY CLO, LTD. | ||||
By: | TCW Advisors, Inc., its Collateral Manager | |||
By: | /s/ XXXXXXX X. XXXXXX | |||
Name: |
XXXXXXX X. XXXXXX | |||
Title: |
SENIOR VICE PRESIDENT | |||
By: | /s/ XXXXXXXX X. XXXXXX | |||
Name: |
XXXXXXXX X. XXXXXX | |||
Title: |
SENIOR VICE PRESIDENT |
LENDERS | ||||
APEX (Trimaran) CDO I, LTD. | ||||
By | Trimaran Advisors, L.L.C. | |||
By: | /s/ XXXXX X. XXXXXXXX | |||
Name: |
Xxxxx X. Xxxxxxxx | |||
Title: |
Managing Director |