EX-10.13 19 y47871s1ex10-13.txt AMENDMENT #2 TO THE CREDIT AGREEMENT 1 Exhibit 10.13 EXECUTION COPY AMENDMENT NO. 2 dated as of July 10, 2001, to the Credit Agreement dated as of September 30, 1997, as Amended and Restated as of May 31, 2000 (as so amended and restated and as further amended by Amendment No. 1 thereto dated September 30, 2000, the "Credit Agreement"), among PLIANT CORPORATION (formerly known as Huntsman Packaging Corporation), a Utah corporation (the "Borrower"), ASPEN INDUSTRIAL, S.A. DE C.V., a Mexico corporation (the "Mexico Borrower", and together with the Borrower, the "Borrowers"), the financial institutions listed on Schedule 2.01 to the Credit Agreement (the "Lenders"), BANKERS TRUST COMPANY, as Administrative Agent and Collateral Agent, THE CHASE MANHATTAN BANK, as Syndication Agent, and THE BANK OF NOVA SCOTIA, as Documentation Agent. A. Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth herein. B. The undersigned Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein. C. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. Section 1. Amendment to Section 1.01. (a) The definition of "Change in Control" in Section 1.01 of the Credit Agreement is hereby amended by inserting the words "and the Additional Preferred Stock" following the words "Investor Preferred Stock" in the penultimate sentence of such definition. (b) The definition of "Excluded Charges" in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of clause (a) and (ii) inserting the following new clause "(c)" after the text "$8,000,000" in clause "(b)" in such definition: and (c) for the purposes of calculating the Leverage Ratio pursuant to Section 6.14 and the interest coverage ratio pursuant to Section 6.15 only (and not for any other purpose) for any four fiscal quarters of the Borrower ending on or after June 30, 2001, and on or before June 30, 2003, any other such non-recurring charges incurred in respect of any restructurings, plant closings or similar actions arising out of the Uniplast 2 Acquisition, provided that the cash portion of charges referred to in this clause (c) shall be limited to $15,000,000 for all periods. (c) The definition of "Permitted Acquisition" in Section 1.01 of the Credit Agreement is hereby amended by inserting the following sentence as the last sentence of the paragraph: Notwithstanding the foregoing, the Uniplast Acquisition is a Permitted Acquisition for purposes of this Agreement. (d) The definition of "Qualified Preferred Stock" in Section 1.01 of the Credit Agreement is hereby amended by inserting the words "and the Additional Preferred Stock" following the words "Investor Preferred Stock" in the last sentence of such definition. (e) Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms in the appropriate alphabetical order, to read as follows: "Additional Preferred Stock" means up to 34,000 shares of Series A Cumulative Exchangeable Redeemable Preferred Stock of the Borrower to be issued not later than 180 days following the closing date of the Uniplast Acquisition having an original cost of $1,000 per share. "Uniplast Acquisition" means the acquisition by Pliant Corporation of Uniplast Holdings, Inc. pursuant to the Uniplast Purchase Agreement which provides that the acquisition will be funded with up to $40,400,000 of cash and the balance in common stock of the Borrower, subject to adjustment as provided therein. "Uniplast Purchase Agreement" means the Stock Purchase Agreement dated as of June 15, 2001, among the Borrower, Uniplast Holdings, Inc., a Delaware corporation, Perry Acquisition Partners-2, L.P. and the Selling Shareholders named therein. Section 2. Amendment to Section 6.02. Section 6.02 of the Credit Agreement is hereby amended by inserting the words "and the Additional Preferred Stock" following the words "Investor Preferred Stock" in clause (i) of such Section. Section 3. Amendment to Schedule 6.10. Schedule 6.10 to the Credit Agreement is hereby amended by inserting a new item 39 as set forth below and renumbering the current item 39 as 40: 39. Securities Purchase Agreement dated on or about the closing date of the Uniplast Acquisition among the Borrower and the Investors party thereto (relating to the Additional Preferred Stock). 2 3 Section 4. Amendment to Section 6.12. Section 6.12 of the Credit Agreement is hereby amended by inserting the words "and the Additional Preferred Stock" following the words "Investor Preferred Stock" in clause (a) of such Section. Section 5. Representations and Warranties. Each Borrower represents and warrants to the Administrative Agent and to each of the Lenders that: (a) This Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of each Loan Party hereto, enforceable against such Loan Party in accordance with its terms. (b) After giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. (c) After giving effect to this Amendment, no Event of Default or Default has occurred and is continuing. Section 6. Amendment Fee. In consideration of the agreements of the Lenders contained in this Amendment, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender that delivers an executed counterpart of this Amendment prior to 5:00 p.m., New York City time, on July 10, 2001, an amendment fee (the "Amendment Fee") of 25 basis points on the aggregate amount of the Commitments of such Lender. Section 7. Conditions to Effectiveness. This Amendment shall become effective as of July 10, 2001, when (a) (i) the Uniplast Acquisition has been effected in accordance with the Uniplast Purchase Agreement, (ii) the Borrower has issued not less than 25,000 shares of Additional Preferred Stock and related warrants for an aggregate purchase price of $25,000,000, the proceeds of which are used to effect the Uniplast Acquisition and (iii) the Borrower has issued shares of common stock in accordance with the Uniplast Purchase Agreement, (b) the Administrative Agent shall have received (i) counterparts of this Amendment that, when taken together, bear the signatures of the Borrowers and the Required Lenders and (ii) the Amendment Fees, (c) the representations and warranties set forth in Section 5 hereof are true and correct and (d) all fees and expenses required to be paid or reimbursed by the Borrowers pursuant hereto, the Credit Agreement or otherwise shall have been paid or reimbursed, as applicable. Section 8. Credit Agreement. Except as specifically amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as amended hereby. This Amendment shall be a Loan Document for all purposes. SECTION 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 3 4 Section 10. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement. Delivery of an executed signature page to this Amendment by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Amendment. Section 11. Expenses. The Borrower agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. 4 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above. PLIANT CORPORATION, formerly known as Huntsman Packaging Corporation, by /s/ Larry E. Shepler ----------------------------------------------- Name: Larry E. Shepler Title: Secretary ASPEN INDUSTRIAL, S.A. DE C.V., by /s/ Larry E. Shepler ----------------------------------------------- Name: Larry E. Shepler Title: Secretary BANKERS TRUST COMPANY, individually and as Administrative Agent, by /s/ Robert R. Telesca ----------------------------------------------- Name: Robert R. Telesca Title: Vice President THE CHASE MANHATTAN BANK, as Syndication Agent, by /s/ Peter A. Dedousis ----------------------------------------------- Name: Peter A. Dedousis Title: Managing Director 6 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution AIMCO CDO Series 2000-A ------------------------------------------- by /s/ Jerry D. Zinkula --------------------------------------- Name: Jerry D. Zinkula Title: Authorized Signatory by /s/ Patricia W. Wilson --------------------------------------- Name: Patricia W. Wilson Title: Authorized Signatory 7 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution ALLSTATE LIFE INSURANCE COMPANY ------------------------------------------- by /s/ Jerry D. Zinkula --------------------------------------- Name: Jerry D. Zinkula Title: Authorized Signatory by /s/ Patricia W. Wilson --------------------------------------- Name: Patricia W. Wilson Title: Authorized Signatory 8 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution ARCHIMEDES FUNDING II, LTD. ------------------------------------------- BY: ING Capital Advisors LLC, as Collateral Manager by /s/ Gordon R. Cook --------------------------------------- Name: Gordon R. Cook Title: Vice President 9 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution ARCHIMEDES FUNDING III, LTD. -------------------------------------------- BY: ING Capital Advisors LLC, as Collateral Manager by /s/ Gordon R. Cook ---------------------------------------- Name: Gordon R. Cook Title: Vice President 10 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution BALANCED HIGH-YIELD FUND I, LTD. ------------------------------------------- BY: ING Capital Advisors LLC, as Asset Manager by /s/ Gordon R. Cook --------------------------------------- Name: Gordon R. Cook Title: Vice President 11 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Bank One, Utah, N.A. ------------------------------------------- by /s/ Mark F. Nelson --------------------------------------- Name: Mark F. Nelson Title: Vice President 12 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Bank of New York ------------------------------------------- by /s/ David G. Shedd --------------------------------------- Name: David G. Shedd Title: Vice President 13 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Bank of Nova Scotia -------------------------------------------- by /s/ F.C.H. Ashby ---------------------------------------- Name: F.C.H. Ashby Title: Senior Manager Loan Operations 14 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Bankers Trust Company -------------------------------------------- by /s/ Robert R. Telesca ---------------------------------------- Name: Robert R. Telesca Title: Vice President 15 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Carlyle High Yield Partners II, Ltd. -------------------------------------------- by /s/ Linda Pace ---------------------------------------- Name: Linda Pace Title: Vice President 16 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Centurion CDO II, Ltd. -------------------------------------------- By: American Express Asset Management Group Inc., as Collateral Manager by /s/ Michael M. Leyland ---------------------------------------- Name: Michael M. Leyland Title: Managing Director 17 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Chase Manhattan Bank -------------------------------------------- by /s/ Peter A. Dedousis ---------------------------------------- Name: Peter A. Dedousis Title: Managing Director 18 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Clydesdale CLO 2001-1, Ltd. ------------------------------------------- By: Nomura Corporate Research And Asset Management Inc. As Collateral Manager by /s/ Richard W. Stewart --------------------------------------- Name: Richard W. Steward Title: Director 19 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution CREDIT INDUSTRIEL ET COMMERCIAL ------------------------------------------- by /s/ Sean Mounier --------------------------------------- Name: Sean Mounier Title: First Vice President by /s/ Marcus Edward --------------------------------------- Name: Marcus Edward Title: Vice President 20 SIGNATURE PAGE TO PLIANT CORPORATION AMENDMENT, DATED AS OF JULY 10, 2001 To Approve the Amendment: CypressTree Investment Partners I, Ltd., By: CypressTree Investment Management Company, Inc., as Portfolio Manager. By: /s/ Philip C. Robbins ------------------------------------------------ Name: Philip C. Robbins Title: Principal CypressTree Investment Management Company, Inc. As: Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio Manager By: /s/ Philip C. Robbins ------------------------------------------------ Name: Philip C. Robbins Title: Principal 21 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution ERSTE BANK -------------------------------------------- by /s/ Brandon A. Meyerson ---------------------------------------- Name: Brandon A. Meyerson Title: Vice President Erste Bank New York Branch by /s/ John S. Rushmon ---------------------------------------- Name: John S. Rushmon Title: Managing Director Erste Bank New York Branch 22 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution FIRST UNION NATIONAL BANK ------------------------------------------- by /s/ J. Andrew Phelps --------------------------------------- Name: J. Andrew Phelps Title: Vice President 23 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution FIRSTRUST BANK ------------------------------------------- by /s/ Kent D. Nelson --------------------------------------- Name: Kent D. Nelson Title: Vice President and Manager 24 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY 10, 2001 To Approve the Amendment: Name of Institution Franklin CLO I, Limited ------------------------------------------- by /s/ Chauncey Lufkin --------------------------------------- Name: Chauncey Lufkin Title: Vice President 25 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Franklin Floating Rate Trust ------------------------------------------- by /s/ Chauncey Lufkin --------------------------------------- Name: Chauncey Lufkin Title: Vice President 26 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution The Fuji Bank, Limited ------------------------------------------- by /s/ Masahito Fukuda --------------------------------------- Name: Masahito Fukuda Title: Senior Vice President 27 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Galaxy CLO 1999-1, Ltd. -------------------------------------------- by: SAI Investment Adviser, Inc. by its Collateral Manager /s/ Thomas G. Brandt ---------------------------------------- Name: Thomas G. Brandt 28 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Heller Financial, Inc. -------------------------------------------- by /s/ Sheila C. Weimer ---------------------------------------- Name: Sheila C. Weimer Title: Vice President 29 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution IKB Deutsche Industriebank AG Luxembourg Branch -------------------------------------------- by /s/ Stephen Erhlingman ---------------------------------------- Name: Stephen Erhlingman Title: Director by /s/ Ann Berenger ---------------------------------------- Name: Ann Berenger Title: Assistant Director 30 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Melissa Marano --------------------------------------- Name: Melissa Marano Title: Vice President INDOSUEZ CAPITAL FUNDING IV, L.P. By: Indosuez Capital as Portfolio Advisor By: /s/ Melissa Marano --------------------------------------- Name: Melissa Marano Title: Vice President INDOSUEZ CAPITAL FUNDING VI, LIMITED By: Indosuez Capital as Collateral Manager By: /s/ Melissa Marano --------------------------------------- Name: Melissa Marano Title: Vice President 31 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution KATONAH I, LTD. -------------------------------------------- by /s/ Ralph Della Rocca ---------------------------------------- Name: Ralph Della Rocca Title: Authorized Officer Katonah Capital L.L.C. As Manager 32 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution KATONAH II, LTD. -------------------------------------------- by /s/ Ralph Della Rocca ---------------------------------------- Name: Ralph Della Rocca Title: Authorized Officer Katonah Capital L.L.C. As Manager 33 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution K2H CypressTree-1 LLC -------------------------------------------- by /s/ Susan Lee --------------------------------------- Name: Susan Lee Title: Authorized Agent 34 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution K2H ING-2 LLC -------------------------------------------- by /s/ Susan Lee ---------------------------------------- Name: Susan Lee Title: Authorized Agent 35 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution K2H ING-3 LLC -------------------------------------------- by /s/ Susan Lee ---------------------------------------- Name: Susan Lee Title: Authorized Agent 36 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution K2H Soleil-2 LLC -------------------------------------------- by /s/ Susan Lee ---------------------------------------- Name: Susan Lee Title: Authorized Agent 37 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Liberty-Stein Roe Advisor Floating Rate Advantage Fund. by Stein Roe & Fernham Incorporated, as Advisor -------------------------------------------------- by /s/ James R. Fellows ---------------------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager 38 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution MAPLEWOOD (CAYMAN) LIMITED BY: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY AS INVESTMENT MANAGER by /s/ Steven J. Katz ---------------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Counsel 39 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, Massachusetts 01111 by /s/ Steven J. Katz ---------------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Counsel 40 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Metropolitan Life Insurance Company -------------------------------------------- by /s/ James R. Dingler ---------------------------------------- Name: James R. Dingler Title: Director 41 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution The Mitsubishi Trust and Banking Corporation -------------------------------------------- by /s/ Toshihiro Hayashi ---------------------------------------- Name: Toshihiro Hayashi Title: Senior Vice President 42 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY 9, 2001 To Approve the Amendment: Name of Institution: ML CLO XII PILGRIM AMERICA (CAYMAN) Ltd. By: ING Pilgrim Investments, Inc. as its investment manager By: /s/ Charles E. LeMieux ------------------------------- Name: Charles E. LeMieux, CFA Title: Vice President 43 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY 9, 2001 To Approve the Amendment: Name of Institution MONY Life Insurance Company -------------------------------------------- by /s/ Suzanne E. Walton ---------------------------------------- Name: Suzanne E. Walton Title: Managing Director 44 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Morgan Stanley Prime Income Trust -------------------------------------------- by /s/ Peter Gewirtz ---------------------------------------- Name: Peter Gewirtz Title: Vice President 45 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution MUIRFIELD TRADING L.L.C. -------------------------------------------- by /s/ Anne E. Morris ---------------------------------------- Name: Ann E. Morris Title: Assistant Vice President 46 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution NATRXIS BANQUES POPULAIRES -------------------------------------------- by /s/ Frank H. Madden, Jr. ---------------------------------------- Name: Frank H. Madden, Jr. Title: Vice President & Group Manager by /s/ Joseph A. Miller ---------------------------------------- Name: Joseph A. Miller Title: Associate 47 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY 10, 2001 To Approve the Amendment: Name of Institution NATIONAL CITY BANK -------------------------------------------- by /s/ Mark J. Ringel ---------------------------------------- Name: Mark J. Ringel Title: Vice President 48 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution NORTH AMERICAN SENIOR FLOATING RATE FUND -------------------------------------------- By: Stanfield Capital Partners LLC as Subadvisor by /s/ Christopher A. Bondy ---------------------------------------- Name: Christopher A. Bondy Title: Partner 49 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution OAK HILL SECURITIES FUND II, L.P. -------------------------------------------- By: Oak Hill Securities GenPar II, L.P. its General Partner By: Oak Hill Securities MGP II, Inc., its General Partner by /s/ Scott D. Krase ---------------------------------------- Name: Scott D. Krase Title: Vice President 50 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution OCTAGON INVESTMENT PARTNERS II, LLC -------------------------------------------- By: Octagon Credit Investors, LLC as Sub-Investment Manager by /s/ Michael B. Nechamkin ---------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager 51 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution OCTAGON INVESTMENT PARTNERS III, LLC -------------------------------------------- By: Octagon Credit Investors, LLC as Portfolio Manager by /s/ Michael B. Nechamkin ---------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager 52 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution OLYMPIC FUNDING TRUST, SERIES 1999-1 -------------------------------------------- by /s/ Ann E. Morris ---------------------------------------- Name: Ann E. Morris Title: Authorized Agent 53 SIGNATURE PAGE TO AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution PILGRIM CLO 1999 - 1 Ltd. -------------------------------------------- By: ING Pilgrim Investments Inc. as its investment manager by /s/ Charles E. LeMieux ---------------------------------------- Name: Charles E. LeMieux, CFA Title: Vice President 54 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution PILGRIM PRIME RATE TRUST By: ING Pilgrim Investments Inc. as its investment manager by /s/ Charles E. LeMieux ---------------------------------------- Name: Charles E. LeMieux, CFA Title: Vice President 55 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Jackson National Life Insurance Company -------------------------------------------- by PPM AMERICA, INC., as Attorney-in-fact by /s/Chris Kappas ---------------------------------------- Name: Chris Kappas Title: Vice President 56 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution PPM SPYGLASS FUNDING TRUST -------------------------------------------- by /s/ Ann E. Morris ---------------------------------------- Name: Ann E. Morris Title: Authorized Agent 57 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution PROMETHEUS INVESTMENT FUNDING NO. 1 LTD. ----------------------------------------------------- By: CPF Asset Advisory, L.L.C. as Investment Manager by /s/ Timothy L. Harrod ------------------------------------------------- Name: Timothy L. Harrod Title: Managing Director by /s/ Irv Roa ------------------------------------------------- Name: Irv Roa Title: Associate Director 58 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Sankaty Advisors, LLC ------------------------------------------------------ as Collateral Manager for Great Point CLO 1999-1 LTD., as Term Lender by /s/ Diane J. Exter -------------------------------------------------- Name: Diane J. Exter Title: Portfolio Manager, Managing Director 59 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Sankaty High Yield Asset Partners, L.P. -------------------------------------------- by /s/ Diane J. Exter ---------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager 60 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Sankaty High Yield Asset Partners II, L.P. -------------------------------------------- by /s/ Diane J. Exter ---------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager 61 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Sankaty High Yield Asset Partners III, L.P. -------------------------------------------- by /s/ Diane J. Exter ---------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager 62 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Sankaty Advisors, LLC, --------------------------------------------------------- as Collateral Manager for Brant Point II CBO 2000-1 LTD., as Term Lender by /s/ Diane J. Exter ----------------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager 63 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution SIERRA CLO-I -------------------------------------------- by /s/ John M. Casperian ---------------------------------------- Name: John M. Casperian Title: Chief Operating Officer Centre Public LLC (Manager) 64 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution SRF TRADING, INC. -------------------------------------------- by /s/ Anne E. Morris ---------------------------------------- Name: Anne E. Morris Title: Assistant Vice President 65 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution SRF 2000 LLC -------------------------------------------- by /s/ Anne E. Morris ---------------------------------------- Name: Anne E. Morris Title: Assistant Vice President 66 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Stanfield Arbitrage CDO, Ltd. -------------------------------------------- By: Stanfield Capital Partners LLC as its Collateral Manager by /s/ Christopher A. Bondy ---------------------------------------- Name: Christopher A. Bondy Title: Partner 67 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Stein Roe & Fernham CLO I Ltd., -------------------------------------------- by Stein Roe & Fernham Incorporated, As Portfolio Manager by /s/ James R. Fellows ---------------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager 68 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Keyport Life Insurance Company -------------------------------------------- by Stein Roe & Fernham Incorporated As Agent for Keyport Life Insurance Company by /s/ James R. Fellows ---------------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager 69 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution Stein Roe Floating Rate Limited Liability Company -------------------------------------------------- by /s/ James R. Fellows ---------------------------------------------- Name: James R. Fellows Title: Sr. Vice President Stein Roe & Fernham Incorporated, as Advisor to the Stein Roe Floating Rate Limited Liability Company 70 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution U.S. BANK NATIONAL ASSOCIATION -------------------------------------------- by /s/ Scott J. Bell ---------------------------------------- Name: Scott J. Bell Title: Vice President 71 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution VAN KAMPEN PRIME RATE INCOME TRUST -------------------------------------------- By: Van Kampen Investment Advisory Corp. by /s/ Douglas L. Winchell ---------------------------------------- Name: Douglas L. Winchell Title: Vice President 72 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution VAN KAMPEN SENIOR FLOATING RATE FUND -------------------------------------------- By: Van Kampen Investment Advisory Corp. by /s/ Douglas L. Winchell ---------------------------------------- Name: Douglas L. Winchell Title: Vice President 73 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution VAN KAMPEN SENIOR INCOME TRUST -------------------------------------------- By: Van Kampen Investment Advisory Corp. by /s/ Douglas L. Winchell ---------------------------------------- Name: Douglas L. Winchell Title: Vice President 74 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution VAN KAMPEN CLO I, LIMITED -------------------------------------------- By: Van Kampen Management Inc., as Collateral Manager by /s/ Douglas L. Winchell ---------------------------------------- Name: Douglas L. Winchell Title: Vice President 75 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution VAN KAMPEN CLO II, LIMITED -------------------------------------------- By: Van Kampen Management Inc., as Collateral Manager by /s/ Douglas L. Winchell ---------------------------------------- Name: Douglas L. Winchell Title: Vice President 76 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution WEBSTER BANK -------------------------------------------- by /s/ John Gilsenan ---------------------------------------- Name: John Gilsenan Title: Vice President 77 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution WELLS FARGO BANK NORTHWEST, N.A. -------------------------------------------- by /s/ Scott J. Manookin ---------------------------------------- Name: Scott J. Manookin Title: Vice President 78 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution WINDSOR LOAN FUNDING, LIMITED -------------------------------------------- By: Stanfield Capital Partners LLC as its Investment Manager by /s/ Christopher A. Bondy ---------------------------------------- Name: Christopher A. Bondy Title: Partner 79 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution WINGED FOOT FUNDING TRUST -------------------------------------------- by /s/ Ann E. Morris ---------------------------------------- Name: Ann E. Morris Title: Authorized Agent 80 AMENDMENT, DATED AS OF JULY ___, 2001 To Approve the Amendment: Name of Institution ZIONS FIRST NATIONAL BANK -------------------------------------------- by /s/ David S. Mathis ---------------------------------------- Name: David S. Mathis Title: Vice President