8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 18, 2005

DRESSER, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-60778	75-2795365
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

15455 Dallas Parkway, Suite 1100

Addison, Texas 75001

(Address of principal executive offices) (zip code)

(972) 361-9800

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Material Definitive Agreement

On March 18, 2005 Dresser, Inc. (the “Company”) entered into an amendment and waiver (“Amendment No. 8”) to its Credit Agreement dated as of April 10, 2001, as amended by Amendments No. 1 through 7 thereto and as modified by the Consent dated as of June 3, 2004 (as amended and modified, the “Credit Agreement”), among the Company, D.I. Luxembourg S.A.R.L., DEG Acquisitions, LLC, Dresser Holdings, Inc., the Subsidiary Guarantors party to the Credit Agreement and the lenders under the Credit Agreement. Amendment No. 8 amends certain financial covenants under the Company’s senior secured credit facility. It also extends to May 30, 2005, the Company’s deadline for providing its senior lenders with audited financial statements for the year ended December 31, 2004, and revised audited financial statements, to the extent that financial statements for the years ended 2001, 2002 or 2003 are required to be restated in connection with the preparation of the 2004 financial statements. Amendment No. 8 also waives any default or event of default relating in any respect to the re-audit, revision or restatement of any financial statement delivered to the lenders under the Credit Agreement prior to March 18, 2005, including any default or event of default relating in any respect to any errors contained in such financial statements.

In addition, on March 18, 2005, the Company entered into a consent and waiver (the “Consent”) to its Senior Unsecured Term Loan Agreement, dated as of March 1, 2004, among the Company, D.I. Luxembourg S.A.R.L., DEG Acquisitions, LLC, Dresser Holdings, Inc., the Subsidiary Guarantors party to the Senior Unsecured Term Loan Agreement, and the lenders named therein. The Consent extends to May 30, 2005, the Company’s deadline for providing its lenders under the Term Loan Agreement with audited financial statements for the year ended December 31, 2004 and extends to June 29, 2005, the Company’s deadline for providing these lenders with unaudited financial statements for the fiscal quarter ended March 31, 2005. The Consent also waives any default or event of default relating in any respect to the re-audit, revision or restatement of any financial statement delivered to the lenders under the Credit Agreement prior to March 18, 2005, including any default or event of default relating in any respect to any errors contained in such financial statements.

Item 9.01. Financial Statements and Exhibits

(a) Exhibits

4.1 Consent and Waiver under the Senior Unsecured Term Loan Agreement, dated March 18, 2005, among Dresser, Inc., D.I. Luxembourg S.A.R.L., DEG Acquisitions, LLC, Dresser Holdings, Inc., the Subsidiary Guarantors party to the Senior Unsecured Term Loan Agreement, and the Lenders named therein.

4.2 Amendment No. 8 to the Credit Agreement dated March 18, 2005 among Dresser, Inc., D.I. Luxembourg S.A.R.L., DEG Acquisitions, LLC, Dresser Holdings, Inc., the Subsidiary Guarantors party to the Credit Agreement and the Lenders named therein.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 24, 2005

Dresser, Inc.

/s/    PATRICK M. MURRAY        

Patrick M. Murray

Chief Executive Officer and Chairman of the Board

/s/    JAMES A. NATTIER        

James A. Nattier

Executive Vice President and Chief Financial Officer

/s/    THOMAS J. KANUK        

Thomas J. Kanuk

Corporate Controller and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Consent and Waiver under the Senior Unsecured Term Loan Agreement, dated March 18, 2005, among Dresser, Inc., D.I. Luxembourg S.A.R.L., DEG Acquisitions, LLC, Dresser Holdings, Inc., the Subsidiary Guarantors party to the Senior Unsecured Term Loan Agreement, and the Lenders named therein.
4.2	Amendment No. 8 to the Credit Agreement dated March 18, 2005 among Dresser, Inc., D.I. Luxembourg S.A.R.L., DEG Acquisitions, LLC, Dresser Holdings, Inc., the Subsidiary Guarantors party to the Credit Agreement and the Lenders named therein

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EX-4.1

Exhibit 4.1

EXECUTION COPY

CONSENT AND WAIVER UNDER THE SENIOR UNSECURED TERM

LOAN AGREEMENT

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 MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantors, the Lenders party thereto and the Agents have entered into a Senior Unsecured Term Loan Agreement dated as of March 1, 2004, (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/    JAMES A. NATTIER	[STAMP]
	Name:	James A. Nattier
	Title:	Executive Vice President and Chief Financial Officer

	THE GUARANTORS
	DRESSER INTERNATIONAL, INC.
	By:		/S/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President
	DRESSER RE, INC.
	By:		/S/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President
	DRESSER RUSSIA, INC.
[STAMP]	By:		/S/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President
	LVF HOLDING CORPORATION
	By:		/S/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President
	DRESSER ENTECH, INC.
	By:		/S/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President
	RING-O VALVE, INCORPORATED
	By:		/S/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President

DRESSER CHINA, INC.
By:		/S/    JAMES A. NATTIER	[STAMP]
	Name:	James A. Nattier
	Title:	Executive Vice President

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

LENDERS
LANDMARK CDO LIMITED
By:	ALADDIN CAPITAL MANAGEMENT LLC, AS MANAGER
	[Print Name of Financial Institution]
By:		/s/    JOSEPH MORONEY
	Name:	JOSEPH MORONEY
	Title:	DIRECTOR

LENDERS
LANDMARK II CDO LIMITED
By:	ALADDIN CAPITAL MANAGEMENT LLC as MANAGER
	[Print Name of Financial Institution]
By:		/s/    JOSEPH MORONEY
	Name:	JOSEPH MORONEY
	Title:	DIRECTOR

LENDERS
LANDMARK III CDO LIMITED
By:	ALADDIN CAPITAL MANAGEMENT LLC as MANAGER
	[Print Name of Financial Institution]
By:		/s/    JOSEPH MORONEY
	Name:	JOSEPH MORONEY
	Title:	DIRECTOR

LENDERS
LANDMARK IV CDO LIMITED
By:	ALADDIN CAPITAL MANAGEMENT LLC as MANAGER
	[Print Name of Financial Institution]
By:		/s/    JOSEPH MORONEY
	Name:	JOSEPH MORONEY
	Title:	DIRECTOR

LENDERS
American Express Certificate Company
By:	American Express Asset Management Group, Inc. as Collateral Manager
	[Print Name of Financial Institution]
By:		/s/    YVONNE E. STEVENS
	Name:	Yvonne E. Stevens
	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/    VINCENT P. PHAM
	Name:	Vincent P. Pham
	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/    VINCENT P. PHAM
	Name:	Vincent P. Pham
	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/    VINCENT P. PHAM
	Name:	Vincent P. Pham
	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/    VINCENT P. PHAM
	Name:	Vincent P. Pham
	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/    YVONNE E. STEVENS
	Name:	Yvonne E. Stevens
	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/    VINCENT P. PHAM
	Name:	Vincent P. Pham
	Title:	Director-Operations

LENDERS
AMMC CDO I, LIMITED
By:	American Money Management Corp., as Collateral Manager
By:		/s/    CHESTER M. ENG
	Name:	Chester M. Eng
	Title:	Senior Vice President

LENDERS
AMMC CDO II, LIMITED
By:	American Money Management Corp., as Collateral Manager
By:		/s/    CHESTER M. ENG
	Name:	Chester M. Eng
	Title:	Senior Vice President

LENDERS
ARES III CLO Ltd.
By:	ARES CLO Management LLC, Investment Manager
By:		/s/    SETH J. BRUFSKY
	Name:	SETH J. BRUFSKY
	Title:	VICE PRESIDENT

LENDERS
Ares IV CLO Ltd.
By:	Ares CLO Management IV, L.P., Investment Manager
By:	Ares CLO GP IV, LLC, Its Managing Member
By:		/s/    SETH J. BRUFSKY
	Name:	SETH J. BRUFSKY
	Title:	VICE PRESIDENT

LENDERS
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 VII CLO Ltd.
By:	Ares CLO Management VII, L.P., Investment Manager
By:	Ares CLO GP VII, LLC, Its General Partner
By:		/s/    SETH J. BRUFSKY
	Name:	SETH J. BRUFSKY
	Title:	VICE PRESIDENT

LENDERS
Ares VIII CLO Ltd.
By:	Ares CLO Management VIII, L.P., Investment Manager
By:	Ares CLO GP VIII, LLC, Its General Partner
By:		/s/    SETH J. BRUFSKY
	Name:	SETH J. BRUFSKY
	Title:	VICE PRESIDENT

LENDERS
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
Black Diamond CLO 2000-1, Ltd.
By:		/s/    ALAN CORKISH
	Name:	Alan Corkish
	Title:	Director

LENDERS
BLACK DIAMOND CLO 2005 - 1, LTD.
[Print Name of Financial Institution]
By:		/s/    WENDY EBANKS
	Name:	Wendy Ebanks
	Title:	Director

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

LENDERS
CANADIAN IMPERIAL BANK OF COMMERCE
[Print Name of Financial Institution]
By:		/s/    JOHN ROZARIO
	Name:	John Rozario
	Title:	AUTHORIZED SIGNATORY
By:		/s/    CHARLES HENRY
	Name:	Charles Henry
	Title:	AUTHORIZED SIGNATORY

LENDERS
Columbus Loan Funding Ltd.
By:	Travelers Asset Management International Company LLC
By:		/s/    JOHN O’ CONNELL
	Name:	John O’ Connell
	Title:	Vice President

LENDERS
Citigroup Investments Corporate Loan Fund Inc.
By:	Travelers Asset Management International Company LLC
By:		/s/    JOHN O’ CONNELL
	Name:	John O’ Connell
	Title:	Vice President

LENDERS
THE TRAVELERS INSURANCE COMPANY
[Print Name of Financial Institution]
By:		/s/    ALLEN CANTRELL
	Name:	ALLEN CANTRELL
	Title:	INVESTMENT OFFICER

LENDERS
TRS CALLISTO LLC
[Print Name of Financial Institution]
By:		/s/    JOSEPH CUSMAN
	Name:	Joseph Cusman
	Title:	Vice President

LENDERS
COSTANTINUS EATON VANCE CDO V, LTD.
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE CDO III, LTD.
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/S/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE CDO VI, LTD.
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/S/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE FLOATING-RATE INCOME TRUST
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/S/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/S/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE LIMITED DURATION INCOME FUND
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/S/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE SENIOR FLOATING-RATE TRUST
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/S/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE SENIOR INCOME TRUST
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]

By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE VT FLOATING-RATE INCOME FUND
BY:	EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]

By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
GRAYSON & CO
BY:	BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]

By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
THE NORINCHUKIN BANK, NEW YORK BRANCH, through State Street Bank and Trust Company N.A. as Fiduciary Custodian
By:	Eaton Vance Management, Attorney-in-fact
	[Print Name of Financial Institution]

By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
SENIOR DEBT PORTFOLIO
By:	Boston Management and Research as Investment Advisor
	[Print Name of Financial Institution]

By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
TOLLI & CO.
By:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
Arum CLO 2002-1 Ltd.,
By:	Columbia Management Advisors, Inc. As Investment Manager
By:		/s/    MARK S. PELLETIER
	Name:	Mark S. Pelletier
	Title:	Director

LENDERS
Flagship Capital CLO 2001-1
By:	Flagship Capital Management, Inc.
By:		/s/    MARK S. PELLETIER
	Name:	Mark S. Pelletier
	Title:	Director

LENDERS
Flagship Capital CLO III
By:	Flagship Capital Management, Inc.
By:		/s/    MARK S. PELLETIER
	Name:	Mark S. Pelletier
	Title:	Director

LENDERS
Stein Roe & Farnham CLO I LTD.,
By:	Columbia Management Advisors, Inc. as Portfolio Manager
By:		/s/    MARK S. PELLETIER
	Name:	Mark S. Pelletier
	Title:	Director

LENDERS
/s/ Illegible
FORTIS CAPITAL CORP.
By:
	Name:	HENK RAISON
	Title:	V.P.
FORTIS CAPITAL CORP.
By:		/s/    C. ROBERTS
	Name:	C. ROBERTS
	Title:	M.D.

LENDERS
Franklin CLO I, Limited
[Print Name of Financial Institution]
By:		/s/    DAVID ARDINI
	Name:	DAVID ARDINI
	Title:	VICE PRESIDENT

LENDERS
Franklin CLO II, Limited
[Print Name of Financial Institution]
By:		/s/    DAVID ARDINI
	Name:	DAVID ARDINI
	Title:	VICE PRESIDENT

LENDERS
Franklin CLO III, Limited
[Print Name of Financial Institution]
By:		/s/    DAVID ARDINI
	Name:	DAVID ARDINI
	Title:	VICE PRESIDENT

LENDERS
Franklin CLO IV, Limited
[Print Name of Financial Institution]
By:		/s/    DAVID ARDINI
	Name:	DAVID ARDINI
	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
Franklin Floating Rate Master Series
[Print Name of Financial Institution]
By:		/s/    RICHARD HSU
	Name:	Richard Hsu
	Title:	Vice President

LENDERS
Franklin Floating Rate Trust
[Print Name of Financial Institution]
By:		/s/    RICHARD HSU
	Name:	Richard Hsu
	Title:	Vice President

LENDERS
ARCHIMEDES FUNDING III, LTD.
BY:	ING Captial Advisors LLC, as Collateral Manager
BY:		/s/    GORDON R. COOK
	Name:	GORDON R. COOK
	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
MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO
By:	Merrill Lynch 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/    JAMES R. DINGLER
	Name:	James R. Dingler
	Title:	Director

LENDERS
Venture III CDO Limited
By	its investment advisor, MJX Asset Management LLC
By:		/s/    KENNETH OSTMANN
	Name:	Kenneth Ostmann
	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/    ROBERT H. DIAL
	Name:	Robert H. Dial
	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

NYLIM High Yield CDO 2001 Ltd.
By:	New York Life Investment Management LLC, as Investment Manager and Attorney-in-Fact
By:		/s/    ROBERT H. DIAL
	Name:	Robert H. Dial
	Title:	Managing Director

New York Life Insurance and Annuity Corporation
By:	New York Life Investment Management LLC, its Investment Manager
By:		/s/    ROBERT H. DIAL
	Name:	Robert H. Dial
	Title:	Managing Director

New York Life Insurance Company
By:		/s/    ROBERT H. DIAL
	Name:	Robert H. Dial
	Title:	Investment Vice President

LENDERS
The OneGroup High Yield Bond Fund
[Print Name of Financial Institution]
By:		/s/    WILLIAM J. MORGAN
	Name:	William J. Morgan
	Title:

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
Bedford CDO, Limited
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 IV Finance Ltd. as advised by Pacific Investment Management Company LLC
By:	/s/    DAVID DYER
	David Dyer
	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
EQ Advisors Trust EQ/High Yield Portfolio
By:	Pacific Investment Management Company LLC, as its Investment Advisor
By:	/s/    MOHAN V. PHANSALKAR
	Mohan V. Phansalkar
	Managing Director

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

LENDERS
ROYALTON COMPANY
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
Southport CLO, Limited
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
Wrigley CDO, Ltd.
By:	Pacific Investment Management Company LLC, as its Investment Advisor
By:		/s/    MOHAN V. PHANSALKAR
	Mohan V. Phansalkar
	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/    SCOTT D. KRASE	By:		/s/    SCOTT D. KRASE
	Name:	Scott D. Krase		Name:	Scott D. Krase
	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/    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 III, LIMITED
By:	Oak Hill CLO Management III, LLC As Investment Manager
By:		/s/    SCOTT D. KRASE
	Name:	Scott D. Krase
	Title:	Authorized Person

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

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

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

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

LENDERS
PUTNAM HIGH YIELD TRUST
By:		/S/    BETH MAZOR
	Name:	Beth Mazor
	Title:	V.P.

LENDERS
PUTNAM MASTER INCOME TRUST
By:		/S/    BETH MAZOR
	Name:	Beth Mazor
	Title:	V.P.

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

LENDERS
PUTNAM PREMIER INCOME TRUST
By:		/S/    BETH MAZOR
	Name:	Beth Mazor
	Title:	V.P.

LENDERS
PUTNAM VARIABLE TRUST – PVT DIVERSIFIED INCOME FUND
By:		/S/    BETH MAZOR
	Name:	Beth Mazor
	Title:	V.P.

LENDERS
PUTNAM VARIABLE TRUST – PVT HIGH YIELD FUND
By:		/S/    BETH MAZOR
	Name:	Beth Mazor
	Title:	V.P.

LENDERS
Stanfield Arbitrage CDO, Ltd.
By:	Stanfield Capital Partners LLC as its Collateral Manager
	[Print Name of Financial Institution]
By:		/s/    CHRISTOPHER E. JANSEN
	Name:	Christopher E. Jansen
	Title:	Managing Partner

LENDERS
Stanfield Carrera CLO, Ltd.
By:	Stanfield Capital Partners LLC as its Asset Manager
	[Print Name of Financial Institution]
By:		/s/    CHRISTOPHER E. JANSEN
	Name:	Christopher E. Jansen
	Title:	Managing Partner

LENDERS
Stanfield Quattro CLO, Ltd.
By:	Stanfield Capital Partners LLC As its Collateral Manager
	[Print Name of Financial Institution]
By:		/s/    CHRISTOPHER E. JANSEN
	Name:	Christopher E. Jansen
	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/    MATTHEW A. MILLER
	Name:	MATTHEW A. MILLER
	Title:	SENIOR VICE PRESIDENT
By:		/s/    JONATHAN R. INSULL
	Name:	JONATHAN R. INSULL
	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/    JONATHAN R. INSULL
	Name:	JONATHAN R. INSULL
	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/    MATTHEW A. MILLER
	Name:	MATTHEW A. MILLER
	Title:	SENIOR VICE PRESIDENT
By:		/s/    JONATHAN R. INSULL
	Name:	JONATHAN R. INSULL
	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/    MATTHEW A. MILLER
	Name:	MATTHEW A. MILLER
	Title:	SENIOR VICE PRESIDENT
By:		/s/    JONATHAN R. INSULL
	Name:	JONATHAN R. INSULL
	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/    MATTHEW A. MILLER
	Name:	MATTHEW A. MILLER
	Title:	SENIOR VICE PRESIDENT
By:		/s/    JONATHAN R. INSULL
	Name:	JONATHAN R. INSULL
	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/    MATTHEW A. MILLER
	Name:	MATTHEW A. MILLER
	Title:	SENIOR VICE PRESIDENT
By:		/s/    JONATHAN R. INSULL
	Name:	JONATHAN R. INSULL
	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/    MATTHEW A. MILLER
	Name:	MATTHEW A. MILLER
	Title:	SENIOR VICE PRESIDENT
By:		/s/    JONATHAN R. INSULL
	Name:	JONATHAN R. INSULL
	Title:	SENIOR VICE PRESIDENT

LENDERS
APEX (Trimaran) CDO I, LTD.
By	Trimaran Advisors, L.L.C.
By:		/s/    DAVID M. MILLISON
	Name:	David M. Millison
	Title:	Managing Director

EX-4.2

Exhibit 4.2

EXECUTION COPY

AMENDMENT NO. 8 TO AND WAIVER UNDER

THE CREDIT AGREEMENT

Dated as of March 18, 2005

AMENDMENT NO. 8 TO AND WAIVER UNDER THE CREDIT AGREEMENT, dated as of March 18, 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 dated as of August 5, 2003 and Amendment No. 7 to the Credit Agreement dated as of March 1, 2004 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 of “EBITDA” is amended by adding to the table contained therein the following additional rows:

“June 30, 2003	U.S.$	43,262,000
September 30, 2003	U.S.$	46,807,000
December 31, 2003	U.S.$	51,662,000
March 31, 2004	U.S.$	35,773,000
June 30, 2004	U.S.$	51,611,000
September 30, 2004	U.S.$	59,891,000
December 31, 2004	U.S.$	46,064,000

(b) Section 5.01 is amended by adding the following clause (q) at the end thereof:

“(q) Prior to May 31, 2005, 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 and (ii) to the extent that the annual financial statements for the Fiscal Years ended in 2001, 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, in each case as required by Section 5.03(b).”

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(c) Section 5.04(a) of the Credit Agreement is hereby amended by replacing the table contained therein with the following:

Quarter Ending	Ratio
March 31, 2002	4.90:1.00
June 30, 2002	4.90:1.00
September 30, 2002	4.90:1.00
December 31, 2002	5.50:1.00
March 31, 2003	5.75:1.00
June 30, 2003	5.95:1.00
September 30, 2003	5.95:1.00
December 31, 2003	5.30:1.00
March 31, 2004	5.30:1.00
June 30, 2004	5.30:1.00
September 30, 2004	5.30:1.00
December 31, 2004	5.30:1.00
March 31, 2005	5.30:1.00
June 30, 2005	5.30:1.00
September 30, 2005	5.30:1.00
December 31, 2005	4.90:1.00
March 31, 2006	4.90:1.00
June 30, 2006	4.90:1.00
September 30, 2006	4.90:1.00
December 31, 2006	4.70:1.00
For each fiscal quarter thereafter	4.70:1.00

(d) Section 6.01(c) is amended by substituting for “or (p)” where it appears therein the following: “, (p) or (q)”.

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

3

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 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 (the “Amendment No. 8 Effective 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 March 17, 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 No. 8, (i) no event has occurred and is continuing, or would result from the effectiveness of this Amendment No. 8, 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.

4

(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 No. 8 and by the Guarantors and the Grantors of the consent attached hereto or other transactions contemplated hereby.

(c) This Amendment No. 8 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 No. 8 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.

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

5

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.]

6

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:	Chief Financial Officer and Executive Vice President
[STAMP]	D.I. LUXEMBOURG S.A.R.L., as Euro Borrower
	By:		/s/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Manager

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/ Jennifer C. Zurrilli
	Name:	Jennifer C. Zurrilli
	Title:	Chief Financial officer

[STAMP]	DRESSER HOLDINGS, INC.
	By:		/s/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President

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. 8

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 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. 8 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. 8 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/    JENNIFER C ZURRILLI
	Name:	Jennifer C Zurrilli
	Title:	Chief Financial Officer

	DRESSER HOLDINGS, INC.
	By:		/s/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President
	DRESSER INTERNATIONAL, INC.
	By:		/s/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President
	DRESSER RE, INC.
[STAMP]    23	By:		/s/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President
	DRESSER RUSSIA, INC.
	By:		/s/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President
	LVF HOLDING CORPORATION
	By:		/s/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President
	DRESSER ENTECH, INC.
	By:		/s/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President

	RING-O VALVE, INCORPORATED
	By:		/s/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President
[STAMP]	DRESSER CHINA, INC.
	By:		/s/    JAMES A. NATTIER
		Name:	James A. Nattier
		Title:	Executive Vice President

LENDERS
ULT CBNA Loan Funding LLC, for itself or as agent for ULT CFPI Loan Funding LLC
By:		/s/    DOMINIC BLEA
	Name:	Dominic Blea
	Title:	As Attorney-in-Fact

LENDERS
ALLIED IRISH BANKS PLC.
By:		/s/    ROISIN O’CONNELL
	Name:	Roisin O’Connell
	Title:	Assistant Vice President
By:		/S/    JOSEPH S. AUGUST_____
	Name:	JOSEPH S. AUGUST_____
	Title:	Vice President

LENDERS
SunAmerica Life Insurance Company
By:	AIG Global Investment Corp.
	Its Investment Advisor
By:	/s/    W. JEFFREY BAXTER
Name:	W. Jeffrey Baxter
Title:	Vice President
Galaxy CLO 2003-1, Ltd.
By:	AIG Global Investment Corp.
	Its Investment Advisor
By:	/s/    W. JEFFREY BAXTER
Name:	W. Jeffrey Baxter
Title	Vice President
Galaxy III CLO, Ltd.
By:	AIG Global Investment Corp.
	Its Investment Advisor
By:	/s/    W. JEFFREY BAXTER
Name:	W. Jeffrey Baxter
Title	Vice President
Galaxy CLO 1999-1, Ltd.
By:	AIG Global Investment Corp.
	As Collateral Manager
By:	/s/    W. JEFFREY BAXTER
Name:	W. Jeffrey Baxter
Title	Vice President

LENDERS
Allstate Life Insurance Company
[Print Name of Financial Institution]
By:		/s/    CHRIS GOERGEN
	Name:	CHRIS GOERGEN
	Title:	Authorized Signatory
By:		/S/    JERRY D. ZINKULA	[STAMP]
	Name:	JERRY D. ZINKULA
	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/    JERRY D. ZINKULA	[STAMP]
	Name:	JERRY D. ZINKULA
	Title:	Authorized Signatory
AIMCO CDO Series 2001-A
[Print Name of Financial Institution]
By:		/s/    CHRIS GOERGEN
	Name:	CHRIS GOERGEN
	Title:	Authorized Signatory
By:		/S/    JERRY D. ZINKULA	[STAMP]
	Name:	JERRY D. ZINKULA
	Title:	Authorized Signatory

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
NORTHWOODS CAPITAL III, LIMITED
BY:	ANGELO, GORDON & CO., L.P.,
	AS COLLATERAL MANAGER
	[Print Name of Financial Institution]
By:		/s/    JOHN W. FRASER
	Name:	JOHN W. FRASER
	Title:	MANAGING DIRECTOR

LENDERS
NORTHWOODS CAPITAL IV, LIMITED
BY:	ANGELO, GORDON & CO., L.P.,
	AS COLLATERAL MANAGER
	[Print Name of Financial Institution]
By:		/s/    JOHN W. FRASER
	Name:	JOHN W. FRASER
	Title:	MANAGING DIRECTOR

LENDERS
NAVIGATOR CDO 2004, LTD.
By:	Antares Asset Management Inc., as Agent
By:		/s/    DAVID SCHMACT
	Name:	David Schmact
	Title:	Treasurer

LENDERS
NOVA CDO 2001, LTD.
By:		/s/    DAVID SCHMACT
	Name:	David Schmact
	Title:	Treasurer

LENDERS ARES III CLO Ltd.
By:	ARES III CLO Management LLC,
	Investment Manager
By:		/s/    SETH J. BRUFSKY
	Name:	SETH J. BRUFSKY
	Title:	VICE PRESIDENT

LENDERS
Ares IV CLO Ltd.
By:	Ares CLO Management IV, L.P., Investment Manager
By:	Ares CLO GP IV, LLC, Its Managing Member
By:		/s/    SETH J. BRUFSKY
	Name:	SETH J. BRUFSKY
	Title:	VICE PRESIDENT

LENDERS
Ares VI CLO Ltd.
By:	Ares CLO Management VI, L.P., Investment Manager
By:	Ares CLO GP VI, LLC, Its Managing Member
By:		/s/    SETH J. BRUFSKY
	Name:	SETH J. BRUFSKY
	Title:	VICE PRESIDENT

LENDERS
Ares VIII CLO Ltd.
By:	Ares CLO Management VIII, L.P., Investment Manager
By:	Ares CLO GP VIII, LLC, Its General Partner
By:		/s/    SETH J. BRUFSKY
	Name:	SETH J. BRUFSKY
	Title:	VICE PRESIDENT

LENDERS
AVENUE CLO FUND, LIMITED
By:		/s/    RICHARD D’ADDARIO
	Name:	RICHARD D’ADDARIO
	Title:	SENIOR PORTFOLIO MANAGER

LENDERS
APEX (IDM) CDO I, LTD. BABSON CLO LTD. 2004-I BABSON CLO LTD. 2003-I ELC (CAYMAN) LTD. 1999-II ELC (CAYMAN) LTD. 1999-III ELC (CAYMAN) LTD. 2000-I SEABOARD CLO 2000 LTD. SUFFIELD CLO, LIMITED TRYON CLO LTD. 2000-I
By:	Babson Capital Management LLC as Collateral Manager
By:		/s/    GLENN P DUFFY
	Name:	GLENN P DUFFY, CFA
	Title:	Managing Director
	NEWTON CDO LTD
By:	Babson Capital Management LLC as Investment 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
	MAPLEWOOD (CAYMAN) LIMITED
By:	Babson Capital Management LLC as Investment Manager
By:	/s/    GLENN P DUFFY
Name:	GLENN P DUFFY, CFA
Title:	Managing Director

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, Inc., as Collateral Manager for Brant Point CBO 1999-1 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 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 Prospect Funding I, LLC 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 Advisors, LLC as Collateral Manager for Race Point II 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 Asset Partners II, L.P.
[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

LENDERS
BIRCHWOOD FUNDING LLC
By:		/s/    MEREDITH J. KOSLICK
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

LENDERS
ELT LTD.
By:		/s/    MEREDITH J. KOSLICK
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

JUPITER LOAN FUNDING LLC
By:		/s/    MEREDITH J. KOSLICK
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

LENDERS
LONG LANE MASTER TRUST II
By:		/s/    ANN E. MORRIS
	Name:	Ann E. Morris
	Title:	Authorized Agent

LONG LANE MASTER TRUST IV
By:		/s/    KELLY W. WARNEMENT
	Name:	KELLY W. WARNEMENT
	Title:	AUTHORIZED AGENT

PPM MONARCH BAY FUNDING LLC
By:		/s/    MEREDITH J. KOSLICK
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

PPM SHADOW CREEK FUNDING LLC
By:		/s/    MEREDITH J. KOSLICK
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

PPM SPYGLASS FUNDING TRUST
By:		/s/    KELLY W. WARNEMENT
	Name:	KELLY W. WARNEMENT
	Title:	AUTHORIZED AGENT

LENDERS
SAWGRASS TRADING LLC
By:		/s/    MEREDITH J. KOSLICK
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

SRF 2000, INC.
By:		/s/    MEREDITH J. KOSLICK
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

WINGED FOOT FUNDING TRUST
By:		/s/    KELLY W. WARNEMENT
	Name:	KELLY W. WARNEMENT
	Title:	AUTHORIZED AGENT

LENDERS
BANK LEUMI USA
[Print Name of Financial Institution]
By:		/s/    JOUNG HEE HONG
	Name:	Joung Hee Hong
	Title:	Vice President

LENDERS
Bank of Tokyo-Mitsubishi Trust Company
By:		/s/    MICHAEL L. ZION
	Name:	Michael L. Zion
	Title:	Vice President

LENDERS
BlackRock Senior Income Series
Magnetite Asset Investors III LLC
Magnetite IV CLO, Limited
Magnetite V CLO, Limited
By:		/s/     Illegible
	Name:
	Title:

LENDERS
CANADIAN IMPERIAL BANK OF COMMERCE
[Print Name of Financial Institution]
By:		/s/    JOHN C. ROZARIO
	Name:	John C. Rozario
	Title:	Authorized Signatory
By:		/s/    CHARLES HENRY
	Name:	Charles Henry
	Title:	Authorized Signatory

LENDERS
Columbus Loan Funding Ltd.
By:	Travelers Asset Management International Company LLC
By:	/s/    JOHN O’CONNELL
Name:	John O’Connell
Title:	Vice President

LENDERS
Citigroup Investments Corporate Loan Fund Inc.
By:	Travelers Asset Management International Company LLC
By:	/s/    JOHN O’CONNELL
Name:	John O’Connell
Title:	Vice President

LENDERS
CITICORP INSURANCE AND INVESTMENT TRUST
by:	Travelers Asset Management International Company LLC
	[Print Name of Financial Institution]
By:		/s/    ALLEN CANTRELL
	Name:	ALLEN CANTRELL
	Title:	INVESTMENT OFFICER

LENDERS
THE TRAVELERS INSURANCE COMPANY
[Print Name of Financial Institution]
By:		/s/    ALLEN CANTRELL
	Name:	ALLEN CANTRELL
	Title:	INVESTMENT OFFICER

LENDERS

CONTINENTAL ASSURANCE COMPANY

on behalf of its Separate Account (E)

[Print Name of Financial Institution]

By:		/s/    MARILOU R. MCGIRR	[STAMP]
	Name:	Marilou R. McGirr
	Title:	Vice President and Assistant Treasurer

LENDERS

CONTINENTAL CASUALTY COMPANY

[Print Name of Financial Institution]

By:		/s/    MARILOU R. MCGIRR	[STAMP]
	Name:	Marilou R. McGirr
	Title:	Vice President and Assistant Treasurer

LENDERS			LENDERS
Crédit Industriel et Commercial			Crédit Industriel et Commercial
[Print Name of Financial Institution]			[Print Name of Financial Institution]
By:		/s/    ANTHONY ROCK	By:		/s/    SEAN MOUNIER
	Name:	Anthony Rock		Name:	Sean Mounier
	Title:	Vice President		Title:	First Vice President

LENDERS

CREDIT SUISSE FIRST BOSTON, acting through its Cayman Island Branch

By:		/s/    JAY CHALL
	Name:	Jay Chall
	Title:	Director

By:		/s/    GREGORY S. RICHARDS
	Name:	GREGORY S. RICHARDS
	Title:	ASSOCIATE

LENDERS

DBS BANK LTD., LOS ANGELES AGENCY

[Print Name of Financial Institution]

By:		/s/    ANDREW KO
	Name:	ANDREW KO
	Title:	GENERAL MANAGER

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

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

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

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

LENDERS
SEQUILS-Cumberland I, Ltd.
By:	Deerfield Capital Management LLC as its Collateral Manager
By:	/s/    DAN HATTORI
Name:	Dan Hattori
Title:	Senior Vice President

LENDERS
Blue Square Funding Limited Series 3
[Print Name of Financial Institution]
By:		/s/    EDWARD SCHAFFER
	Name:	Edward Schaffer
	Title:	Vice President

LENDERS
COSTANINUS EATON VANCE CDO V, LTD.
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE CDO III, LTD.
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE CDO VI, LTD.
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE FLOATING-RATE INCOME TRUST
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE LIMITED DURATION INCOME FUND
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE SENIOR FLOATING-RATE TRUST
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE SENIOR INCOME TRUST
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
EATON VANCE VT FLOATING-RATE INCOME FUND
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
GRAYSON & CO
BY:	BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
THE NORINCHUKIN BANK, NEW YORK BRANCH, through State Street Bank and Trust Company N.A. as Fiduciary Custodian
By:	Eaton Vance Management Attorney-in-fact
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
SENIOR DEBT PORTFOLIO
By:	Boston Management and Research as Investment Advisor
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
TOLLI & CO.
By:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
	[Print Name of Financial Institution]
By:		/s/    MICHAEL B. BOTTHOF
	Name:	Michael B. Botthof
	Title:	Vice President

LENDERS
Erste Bank New York
By:		/s/    ROBERT J. WAGMAN
	Name:	Robert J. Wagman
	Title:	Director
By:		/s/    BRYAN LYNCH
	Name:	Bryan Lynch
	Title:	First Vice President

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/    MARK OSTERHELD
	Name:	Mark Osterheld
	Title:	__________ Treasurer

LENDERS
ARUM CLO 2002-1 Ltd.,
By	Columbia Management Advisors, Inc. as Investment Manager
By:		/s/    MARK S. PELLETIER
	Name:	Mark S. Pelletier
	Title:	Director

LENDERS
Flagship Capital CLO 2001-1
By:	Flagship Capital Management, Inc.
By:		/s/    MARK S. PELLETIER
	Name:	Mark S. Pelletier
	Title:	Director

LENDERS
Flagship Capital CLO II
By:	Flagship Capital Management, Inc.
By:		/s/    MARK S. PELLETIER
	Name:	Mark S. Pelletier
	Title:	Director

LENDERS
Flagship Capital CLO III
By:	Flagship Capital Management, Inc.
By:		/s/    MARK S. PELLETIER
	Name:	Mark S. Pelletier
	Title:	Director

LENDERS
Stein Roe & Farnham CLO I LTD.,
By Columbia Management Advisors, Inc. as Portfolio Manager
By:		/s/    MARK S. PELLETIER
	Name:	Mark S. Pelletier
	Title:	Director

LENDERS
Franklin CLO I, Limited
[Print Name of Financial Institution]
By:		/s/    DAVID ARDINI
	Name:	DAVID ARDINI
	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
General Electric Capital Corporation
[Print Name of Financial Institution]
By:		/s/    MAURA FITZGERALD
	Name:	Maura Fitzgerald
	Title:	Duly Authorized Signatory

LENDERS
HIGHLAND FLOATING RATE ADVANTAGE FUND
By:	Highland Capital Management, L.P., its Investment Advisor
By:		/s/    R. JOSEPH DOUGHERTY
	Name:	R. Joseph Dougherty
	Title:	Senior Vice President, Secretary

LENDERS
HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY
By:	Highland Capital Management, L.P., its Investment Advisor
By:		/s/    R. JOSEPH DOUGHERTY
	Name:	R. Joseph Dougherty
	Title:	Senior Vice President, Secretary

LENDERS
SEQUILS - PILGRIM I, LTD
By:	ING Investments, LLC as its investment manager
By:		/s/    THEODORE M. HOOG
	Name:	Theodore M. Hoog
	Title:	Vice President
PILGRIM CLO 1999 -1 LTD.
By:	ING Investments, LLC as its investment manager
By:		/s/    THEODORE M. HOOG
	Name:	Theodore M. Hoog
	Title:	Vice President

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

LENDERS
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By:	ING Capital Advisors LLC, as Collateral Manager
By:		/s/    GORDON R. COOK
	Name:	GORDON R. COOK
	Title:	MANAGING DIRECTOR
ENDURANCE CLO I, LTD
C/o ING Capital Advisors LLC, as Portfolio Manager
By:		/s/    GORDON R. COOK
	Name:	GORDON R. COOK
	Title:	MANAGING DIRECTOR
ARCHIMEDES FUNDING III, LTD.
By:	ING Capital Advisors LLC, as Collateral Manager
By:		/s/    GORDON R. COOK
	Name:	GORDON R. COOK
	Title:	MANAGING DIRECTOR
SEQUILS-ING I (HBDGM), LTD.
By:	ING Capital Advisors LLC, as Collateral Manager
By:		/s/    GORDON R. COOK
	Name:	GORDON R. COOK
	Title:	MANAGING DIRECTOR
NEMEAN CLO, LTD.
By:	ING Capital Advisors LLC, as Investment Manager
By:		/s/    GORDON R. COOK
	Name:	GORDON R. COOK
	Title:	MANAGING DIRECTOR

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

By:		/s/    GREGORY STOECKLE
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

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

By:		/s/    GREGORY STOECKLE
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

LENDERS
AVALON CAPITAL LTD.
By:	INVESCO Senior Secured Management, Inc. As Portfolio Advisor

By:		/s/    GREGORY STOECKLE
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

LENDERS
AVALON CAPITAL LTD. 3
By:	INVESCO Senior Secured Management, Inc. As Asset Manager

By:		/s/    GREGORY STOECKLE
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

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

By:		/s/    GREGORY STOECKLE
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

LENDERS
CHARTER VIEW PORTFOLIO
By:	INVESCO Senior Secured Management, Inc. As Investment Advisor
By:		/s/    GREGORY STOECKLE
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

LENDERS
DIVERSIFIED VIEW PORTFOLIO LTD.
By:	INVESCO Senior Secured Management, Inc. as Investment Advisor
By:		/s/    GREGORY STOECKLE
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

LENDERS
INVESCO EUROPEAN CDO I S.A.
By:	INVESCO Senior Secured Management, Inc. As Collateral Manager
By:		/s/    GREGORY STOECKLE
	Name:	Gregory Stoeckle
	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/    GREGORY STOECKLE
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

LENDERS
PETRUSSE EUROPEAN CLO S.A.fvfv
By:	INVESCO Senior Secured Management, Inc. As Collateral Manager
By:		/s/    GREGORY STOECKLE
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

LENDERS
SARATOGA CLO I, LIMITED
By:	INVESCO Senior Secured Management, Inc. As Asset Manager
By:		/s/    GREGORY STOECKLE
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

LENDERS
SEQUILS LIBERTY, LTD.
By:	INVESCO Senior Secured Management, Inc. As Collateral Manager
By:		/s/    GREGORY STOECKLE
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

LENDERS
KATONAH I, LTD.
By:		/s/    RALPH DELLA ROCCA
	Name:	RALPH DELLA ROCCA
	Title:	Authorized Officer
		Katonah Capital, L.L.C. As Manager

LENDERS
KATONAH II, LTD.
By:		/s/    RALPH DELLA ROCCA
	Name:	RALPH DELLA ROCCA
	Title:	Authorized Officer
		Katonah Capital, L.L.C. As Manager

LENDERS
KATONAH III, LTD.
By:		/s/    RALPH DELLA ROCCA
	Name:	RALPH DELLA ROCCA
	Title:	Authorized Officer
		Katonah Capital, L.L.C. As Manager

LENDERS
KATONAH VI, LTD.
By:		/s/    RALPH DELLA ROCCA
	Name:	RALPH DELLA ROCCA
	Title:	Authorized Officer
		Katonah Capital, L.L.C. As Manager

LightPoint CLO 2004-1, Ltd.
By:		/S/    COLIN DONLAN
	Name:	COLIN DONLAN
	Title:	VICE PRESIDENT

Lender,
Llyods TSB Bank, plc
By:	/s/    DEBORAH CARLSON
	Deborah Carlson
	VP & Manager, Global Corporate, NY
By:	/s/    JAMES RUDD
	James Rudd
	VP, Financial Institutions, NY

LENDERS
INDOSUEZ CAPITAL FUNDING VI, LIMITED
[Print Name of Financial Institution]
LYON CAPITAL MANAGEMENT LLC
By:		/s/    ALEXANDER B. KENNA
	Name:	Alexander B. Kenna
	Title:	Portfolio Manager
By:	LYON CAPITAL MANAGEMENT LLC As Collateral Manager

LENDERS
LCM I LIMITED PARTNERSHIP
LCM II LIMITED PARTNERSHIP
[Print Name of Financial Institution]
LYON CAPITAL MANAGEMENT LLC
By:		/s/    ALEXANDER B. KENNA
	Name:	Alexander B. Kenna
	Title:	Portfolio Manager
By:	LYON CAPITAL MANAGEMENT LLC As Collateral Manager

LENDERS
KZH CRESCENT-3 LLC
By:		/s/    DORIAN HERRERA
	Name:	DORIAN HERRERA
	Title:	AUTHORIZED AGENT

LENDERS
KZH PONDVIEW LLC
By:		/s/    DORIAN HERRERA
	Name:	DORIAN HERRERA
	Title:	AUTHORIZED AGENT

LENDERS
KZH SOLEIL LLC
By:		/s/    DORIAN HERRERA
	Name:	DORIAN HERRERA
	Title:	AUTHORIZED AGENT

LENDERS
KZH SOLEIL-2 LLC
By:		/s/    DORIAN HERRERA
	Name:	DORIAN HERRERA
	Title:	AUTHORIZED AGENT

LENDERS
DEBT STRATEGIES FUND, INC.
By:	/s/    OMAR JAMA
	Omar Jama
	Authorized Signatory
SENIOR HIGH INCOME PORTFOLIO, INC.
By:	/s/    OMAR JAMA
	Omar Jama
	Authorized Signatory
MASTER SENIOR FLOATING RATE TRUST
By:	/s/    OMAR JAMA
	Omar Jama
	Authorized Signatory

LENDERS
MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO
By:	Merrill Lynch Investment Managers, L.P. as Investment Advisor
By:	/s/    OMAR JAMA
	Omar Jama
	Authorized Signatory
Longhorn CDO III, LTD.
By:	Merrill Lynch Investment Managers, L.P. as Investment Advisor
By:	/s/    OMAR JAMA
	Omar Jama
	Authorized Signatory
Longhorn CDO (Cayman) LTD
By:	Merrill Lynch Investment Managers, L.P. as Investment Advisor
By:	/s/    OMAR JAMA
	Omar Jama
	Authorized Signatory
Longhorn CDO II, LTD.
By:	Merrill Lynch Investment Managers, L.P. as Investment Advisor
By:	/s/    OMAR JAMA
	Omar Jama
	Authorized Signatory

LENDERS
Venture IV CDO Limited
By	its investment advisor, MJX Asset Management LLC
By:		/s/    KENNETH OSTMANN
	Name:	Kenneth Ostmann
	Title:	Director

LENDERS
Natexis Banques Populaires
[Print Name of Financial Institution]
By:		/s/    TIMOTHY L. POLVADO
	Name:	Timothy L. Polvado
	Title:	Vice President and Group Manager
By:		/s/    DANIEL PAYER
	Name:	Daniel Payer
	Title:	Vice President

LENDERS
ELF Funding Trust III
By:	New York Life Investment Management LLC, as Attorney-in-Fact
By:		/s/    ROBERT H. DIAL
	Name:	Robert H. Dial
	Title:	Managing Director
MainStay Floating Rate Fund, a series of Eclipse Fund Inc.
By:	New York Life Investment Management LLC
By:		/s/    ROBERT H. DIAL
	Name:	Robert H. Dial
	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
Clydesdale CLO 2001-1, Ltd.
[Print Name of Financial Institution]
By:		/s/    ELIZABETH MACK
	Name:
	Title:
		NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER

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

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

LENDERS
Clydesdale Strategic CLO I, Ltd
[Print Name of Financial Institution]
By:		/s/    ELIZABETH MACK
	Name:
	Title:
	NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER

LENDERS
NCRAM Loan Trust
[Print Name of Financial Institution]
By:		/s/    ELIZABETH MACK
	Name:
	Title:
	NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT ADVISOR

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

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

LENDERS
Addison CDO, Limited
By:	Pacific Investment Management Company LLC, as it Investment Advisor
	By:	/s/    MOHAN V. PHANSALKAR
		Mohan V. Phansalkar
		Managing Director

LENDERS
Bedford CDO, Limited
By:	Pacific Investment Management Company LLC, as it 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 IV Finance Ltd. as advised by Pacific Investment Management Company LLC
By:	/s/    DAVID DYER
	David Dyer
	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
EQ Advisors Trust EQ/High Yield Portfolio
By:	Pacific Investment Management Company LLC, as its Investment Advisor
By:		/s/    MOHAN V. PHANSALKAR
		Mohan V. Phansalkar
		Managing Director

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

LENDERS
ROYALTON COMPANY
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
Southport CLO, Limited
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
Wrigley CDO, Ltd.
By:	Pacific Investment Management Company LLC, as its Investment Advisor
By:	/s/    MOHAN V. PHANSALKAR
	Mohan V. Phansalkar
	Managing Director

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

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

LENDERS
CLT, L.P.
By Royal Bank of Canada as Collateral Manager
By:	/s/    MELISSA MARANO
Name:	Melissa Marano
Title:	Authorized Signatory

LENDERS
FOXE BASIN CLO 2003, LTD.
By Royal Bank of Canada as Collateral Manager
By:	/s/    MELISSA MARANO
Name:	Melissa Marano
Title:	Authorized Signatory

LENDERS
HUDSON STRAITS CLO 2004, LTD.
By Royal Bank of Canada as Collateral Manager
By:	/s/    MELISSA MARANO
Name:	Melissa Marano
Title:	Authorized Signatory

LENDERS
SEQUILS-Glace Bay, Ltd.
By Royal Bank of Canada as Collateral Manager
By:	/s/    MELISSA MARANO
Name:	Melissa Marano
Title:	Authorized Signatory

LENDERS
Sun Life Assurance Company of Canada (US)
By:	Fairlead Capital Management, Inc. as Sub-Advisor

By:	/s/    MELISSA MARANO
Name:	Melissa Marano
Title:	Vice President and Senior Portfolio Manager

LENDERS
Stanfield Arbitrage CDO, Ltd.
By:	Stanfield Capital Partners LLC as its Collateral Manager
[Print Name of Financial Institution]
By:		/s/    CHRISTOPHER E. JANSEN
	Name:	Christopher E. Jansen
	Title:	Managing Partner

LENDERS
Stanfield Carrera CLO, Ltd.
By:	Stanfield Capital Partners LLC as its Asset Manager
[Print Name of Financial Institution]
By:		/s/    CHRISTOPHER E. JANSEN
	Name:	Christopher E. Jansen
	Title:	Managing Partner

LENDERS
Stanfield Quattro CLO, Ltd.
By:	Stanfield Capital Partners LLC As its Collateral Manager
[Print Name of Financial Institution]
By:		/s/    CHRISTOPHER E. JANSEN
	Name:	Christopher E. Jansen
	Title:	Managing Partner

LENDERS
STONE TOWER CLO II LTD.
Stone Tower Debt Advisors LLC as its Collateral Manager
By:		/s/    WILLIAM J. SHEORIS
	Name:	William J. Sheoris
	Title:	Authorized Signatory

LENDERS
Trust Company of the West
[Print Name of Financial Institution]
CELERITY CLO LIMITED
By:	TCW Advisors, Inc., As Agent
By:		/s/    MATTHEW A. MILLER
	Name:	MATTHEW A. MILLER
	Title:	SENIOR VICE PRESIDENT
By:		/s/    JONATHAN R. INSULL
	Name:	JONATHAN R. INSULL
	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/    JONATHAN R. INSULL
	Name:	JONATHAN R. INSULL
	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/    MATTHEW A. MILLER
Name:	Matthew A. Miller
Title	Senior Vice President
By:	/s/    JONATHAN R. INSULL
Name:	Jonathan R. Insull
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/    MATTHEW A. MILLER
Name:
Title
By:	/s/    JONATHAN R. INSULL
Name:	Jonathan R. Insull
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/    MATTHEW A. MILLER
Name:	Matthew A. Miller
Title:	Senior Vice President
By:	/s/    JONATHAN R. INSULL
Name:	Jonathan R. Insull
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/    MATTHEW A. MILLER
Name:	MATTHEW A. MILLER
Title:	SENIOR VICE PRESIDENT
By:	/s/    JONATHAN R. INSULL
Name:	JONATHAN R. INSULL
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/    MATTHEW A. MILLER
Name:	MATTHEW A. MILLER
Title:	SENIOR VICE PRESIDENT
By:	/s/    JONATHAN R. INSULL
Name:	JONATHAN R. INSULL
Title:	MANAGING DIRECTOR

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

LENDERS
APEX (Trimaran) CDO I, LTD.
By	Trimaran Advisors, L.L.C.
By:		/s/    DAVID M. MILLISON
	Name:	David M. Millison
	Title:	Managing Director