EX-10.15 6 y59506ex10-15.txt AMENDMENT NO. 3 TO THE CREDIT AGREEMENT EXHIBIT 10.15 AMENDMENT No. 3 dated as of April 2, 2002 (this "Amendment"), 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 and as further amended by Amendment No. 2 thereto dated July 10, 2001, 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, JPMORGAN CHASE BANK (formerly known as 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. Amendments to Section 1.01. (a) The definition of "Amendment Schedule" is hereby deleted in its entirety. (b) The definition of "Applicable Rate" is hereby amended by inserting the following in place of the first proviso thereof: ; provided that until the delivery to the Administrative Agent, pursuant to Section 5.01(b), of the Borrower's consolidated financial statements for the Borrower's fiscal quarter ending March 31, 2002, the "Applicable Rate" shall be the applicable rate per annum set forth below in Category 2: (c) The definition of "Excluded Charges" in Section 1.01 of the Credit Agreement is hereby amended by deleting clause "(c)" in its entirety and inserting the following new clauses "(c)" and "(d)" in place thereof: (c) for the purposes of calculating (i) the Leverage Ratio for purposes of Section 6.14, (ii) the interest coverage ratio for purposes of Section 6.15 and (iii) the Senior Debt Leverage Ratio for purposes of Section 2.21 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 Acquisition, provided that the cash portion of charges referred to in this clause (c) shall be limited to the lesser of (x) $15,000,000 and (y) the amount thereof accrued prior to April 2, 2002; and (d) for the purposes of calculating (i) the Leverage Ratio for purposes of Section 6.14, (ii) the interest 2 coverage ratio for purposes of Section 6.15 and (iii) the Senior Debt Leverage Ratio for purposes of Section 2.21 only (and not for any other purpose) for any four fiscal quarters of the Borrower ending on or after March 31, 2002, and on or before September 30, 2003, any other such non-recurring charges incurred in respect of any restructurings, plant closings or similar actions, provided that (x) the non-recurring charges referred to in this clause (d) (other than any such non-recurring charges also referred to in clause (c) of this definition) shall be limited to $20,000,000 in the aggregate, and (y) the cash portion of the non- recurring charges referred to in this clause (d) (other than any such non-recurring charges also referred to in clause (c) of this definition) shall be limited to $15,000,000 during any four consecutive fiscal quarters of the Borrower. (d) The definition of "Indebtedness" in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of clause "(h)" and (ii) inserting the following new clause "(j)" after clause "(i)" of such definition: and (j) all Securitization Obligations of such Person. (e) The definition of "Material Indebtedness" in Section 1.01 of the Credit Agreement is hereby amended by inserting the words "and any Receivables Finance Sub" after the text "its Restricted Subsidiaries" in the first sentence of such definition. (f) The definition of "Permitted Acquisition" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: "Permitted Acquisition" means any acquisition by the Borrower or a Restricted Subsidiary of the Borrower of all or substantially all the assets of, or all the shares of capital stock of or other equity interests in, a Person or a division, line of business or other business unit of a Person if, immediately after giving effect thereto, (a) no Default has occurred and is continuing or would result therefrom, (b) all transactions related thereto are consummated in all material respects in accordance with applicable laws, (c) each Subsidiary formed for the purpose of or resulting from such acquisition shall be a Restricted Subsidiary and all the capital stock of each such Subsidiary shall be owned directly by the Borrower or a Restricted Subsidiary of the Borrower and all actions required to be taken with respect to such acquired or newly formed Subsidiary under Sections 5.12 and 5.13 have been taken, (d) the Borrower and its Restricted Subsidiaries are in compliance, on a pro forma basis after giving effect to such acquisition, with the covenants contained in Sections 6.13, 6.14 and 6.15 recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms, and assuming that any Revolving Loans borrowed in connection with such acquisition are repaid with excess cash balances when available) had occurred on the first day of each relevant period for testing such compliance, and (e) the Borrower has delivered to the Administrative Agent an officer's certificate to the effect set forth in clauses (a), (b), (c) and (d) above, together with all relevant financial information for the Person or assets to be acquired. Notwithstanding the foregoing, each of the Uniplast Acquisition and the Decora Acquisition is a Permitted Acquisition for purposes of this Agreement. 3 (g) The definition of "Prepayment Event" in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting the words "(other than those described in clause (i) of Section 6.06)" after the words "other dispositions" in clause (a)(iii) and (ii) inserting the words "(other than any disposition described in clause (i) of Section 6.06, which shall constitute a Prepayment Event at the time of such event)" after the words "clause (a)" in the first proviso thereof. (h) The definition of "Total Debt" in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting the text "(a)" after the words "without duplication," and (ii) inserting the following new clause "(b)" at the end of such definition: and (b) all Securitization Obligations of the Borrower or any Receivables Finance Sub. (i) The definition of "Tranche B Rate" in Section 1.01 of the Credit Agreement is hereby amended by inserting the words ", in each case as such amounts shall be increased in accordance with Section 2.21(b)" after the text "in the case of an ABR Loan". (i) Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order, to read as follows: "Additional Lender" has the meaning set forth in Section 2.21. "Additional Senior Subordinated Note Documents" means the Additional Senior Subordinated Notes, the indenture under which the Additional Senior Subordinated Notes are issued and all other documents, evidencing, guaranteeing or otherwise governing the terms of the Additional Senior Subordinated Notes. "Additional Senior Subordinated Notes" means (i) the Senior Subordinated Notes in an aggregate principal amount of $100,000,000 issued by the Borrower pursuant to the Additional Senior Subordinated Note Documents, and having terms that are substantially identical to the New Senior Subordinated Notes (the "Initial Additional Senior Subordinated Notes") and (ii) senior subordinated notes with substantially identical terms to the Initial Additional Senior Subordinated Notes which are issued in exchange for the Initial Additional Senior Subordinated Notes as contemplated by the Additional Senior Subordinated Notes Documents. "Decora Acquisition" means the acquisition by the Borrower of all or substantially all the assets of Decora Industries, Inc. for a cash purchase price and other cash outlays not to exceed $18,000,000 on or before December 31, 2002, in accordance with applicable law and authorized by the Federal bankruptcy court having jurisdiction over the assets to be acquired pursuant to Section 363 of the Bankruptcy Code. "Incremental Facility Termination Date" means March 31, 2003. "Incremental Tranche B Commitments" has the meaning set forth in Section 2.21. "Incremental Tranche B Commitment Termination Date" has the meaning set forth in Section 2.21. 4 "Incremental Tranche B Rate" has the meaning set forth in Section 2.21. "Incremental Tranche B Term Loans" has the meaning set forth in Section 2.21. "Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower or any of its Subsidiaries may sell, convey or otherwise transfer pursuant to customary terms to (a) a Receivables Finance Sub (in the case of a transfer by the Borrower or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a Receivables Finance Sub), or may grant a security interest in, any accounts receivable (whether now existing or arising or acquired in the future) of the Borrower or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets (including contract rights) which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transactions involving accounts receivable. "Receivables Finance Sub" means a Wholly Owned Subsidiary (or another Person in which the Borrower or any Subsidiary makes an investment and to which the Borrower or any Subsidiary transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of the Borrower (as provided below) as a Receivables Finance Sub (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Borrower or any Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Borrower or any Subsidiary in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Borrower or any Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Borrower nor any Subsidiary has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Borrower or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity, (c) to which neither the Borrower nor any Subsidiary has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results and (d) all the capital stock of which is pledged to the Collateral Agent in the manner set forth in Section 5.12. Any such designation by the Board of Directors of the Borrower shall be evidenced to the Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the Board of Directors of the Borrower giving effect to such designation and an officer's certificate certifying that such designation complied with the foregoing conditions. "Securitization Obligations" means, with respect to a Qualified Securitization Transaction, the aggregate investment or claim held at any time by all purchasers, assignees or transferees of (or of interests in) or holders of obligations that are supported or secured by accounts receivable and related assets 5 (including contract rights) of the type specified in the definition of "Qualified Securitization Transaction" in connection with such a Qualified Securitization Transaction. "Senior Debt" means all Indebtedness of the Borrower, other than any Indebtedness that by its terms is expressly subordinated to the Obligations. "Senior Debt Leverage Ratio" means, on any date, the ratio of (a) the portion of Total Debt accounted for by Senior Debt as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on such date, all determined on a consolidated basis in accordance with GAAP. "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary that are reasonably customary in an accounts receivable securitization transaction. SECTION 2. Amendment to Article II. Article II of the Credit Agreement is hereby amended by adding the following as Section 2.21: SECTION 2.21. Incremental Tranche B Term Loans. (a) At any time prior to the Incremental Facility Termination Date, the Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request additional Tranche B Term Loans (all such additional Tranche B Term Loans, collectively, the "Incremental Tranche B Term Loans"); provided, however, that both at the time of any such request and after giving effect to any such Incremental Tranche B Term Loans (i) no Default has occurred and is continuing or would result therefrom, (ii) the Borrower and its Restricted Subsidiaries are in compliance, on a pro forma basis after giving effect to the Incremental Tranche B Term Loans and the application of the proceeds therefrom (and any related incurrence or repayment of Indebtedness in connection with a Permitted Acquisition, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms, and assuming that any Revolving Loans borrowed in connection with such Permitted Acquisition are repaid with excess cash balances when available), with the covenants contained in Sections 6.13, 6.14 and 6.15 recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such transactions had occurred on the first day of each relevant period for testing such compliance, (iii) the Senior Debt Leverage Ratio of the Borrower, calculated on a pro forma basis after giving effect to such Incremental Tranche B Term Loans and the application of the proceeds therefrom (and any related incurrence or repayment of Indebtedness in connection with a Permitted Acquisition, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms, and assuming that any Revolving Loans borrowed in connection with such Permitted Acquisition are repaid with excess cash balances when available), as if such transactions had occurred on the first day of such period, as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, shall not be in excess of (x) 3.50 to 1.00, for any fiscal quarter ended prior to September 30, 2002, and (y) 3.25 to 1.00, for any fiscal quarter ended on or after September 30, 2002, and on or prior to the Incremental Facility Termination Date and (iv) the Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (i), (ii) and (iii) above, together with all relevant 6 calculations related thereto. The Incremental Tranche B Term Loans (A) shall be in an aggregate principal amount not in excess of $85,000,000, (B) shall constitute Tranche B Term Loans for all purposes of this Agreement and (C) shall accrue interest at the rate applicable to the Tranche B Rate then in effect or, if greater, the market rate at the time the commitments to provide such Incremental Tranche B Term Loans are obtained (the "Incremental Tranche B Rate") and shall otherwise contain terms identical to the Tranche B Loans. Such notice shall set forth the requested amount of Incremental Tranche B Term Loans (which amount shall not exceed $85,000,000 in the aggregate). The Borrower shall offer each existing Lender the opportunity to offer a commitment to provide Incremental Tranche B Term Loans; provided, however, no existing Lender will be obligated to subscribe for any portion of such commitments. In the event that existing Lenders provide commitments in an aggregate amount less than the total amount of the Incremental Tranche B Term Loans requested by the Borrower, the Borrower shall arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Additional Lender") to extend commitments to provide Incremental Tranche B Term Loans in an aggregate amount equal to the unsubscribed amount. Commitments in respect of Incremental Tranche B Term Loans ("Incremental Tranche B Commitments") shall become Tranche B Term Commitments under this Agreement, and shall terminate (the "Incremental Tranche B Commitment Termination Date") on the earlier of (x) the date on which the related Incremental Tranche B Loans are made and (y) the date agreed to among the Borrower and the Lenders that provide such Incremental Tranche B Commitments. The Borrower shall pay to the Administrative Agent for the account of each Lender that commits to provide a Incremental Tranche B Commitment a commitment fee in respect thereof at a rate to be agreed upon during the period from and including the date such Incremental Tranche B Commitment is delivered to but excluding the earlier of (x) the Incremental Tranche B Commitment Termination Date and (y) the date on which the Borrower terminates such Incremental Tranche B Commitment. Accrued commitment fees with respect to each Incremental Tranche B Commitment shall be computed in the same manner as, and shall be payable at the same times as, the commitment fees in respect of the Revolving Commitments set forth in Section 2.12. The Additional Lenders shall be deemed to be Tranche B Lenders for all purposes of this Agreement. (b) In connection with the foregoing, (i) the Administrative Agent shall make, and is hereby authorized by the Lenders to make, any amendments to the amortization schedule set forth in Section 2.10(c) necessary to give effect to the making of any Incremental Tranche B Term Loans; provided, however, that the Administrative Agent shall not reduce any payment due to a Tranche B Lender in respect of its Tranche B Loans outstanding prior to the making of such Incremental Tranche B Term Loans and (ii) if the Incremental Tranche B Rate exceeds the Tranche B Rate in effect immediately prior to the making of such Incremental Tranche B Term Loans, then the Tranche B Rate shall be increased to an amount equal to the Incremental Tranche B Rate. SECTION 3. Amendment to Section 5.11. Section 5.11 of the Credit Agreement is hereby amended by (i) inserting the words "(other than the Incremental Tranche B Term Loans)" after the text "proceeds of the Term Loans" in the first sentence of such section and (ii) inserting the sentence "The proceeds of the Incremental Tranche B Term Loans will be used solely for Permitted Acquisitions." after the text "pursuant to the Debt Tender Offer" in the second sentence of such section. 7 SECTION 4. Amendments to Section 5.14. Section 5.14 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of clause (a) and (ii) inserting the text "and (c) the outstanding Additional Senior Subordinated Notes" after the text "Senior Subordinated Notes". SECTION 5. Amendments to Section 6.01. Section 6.01 of the Credit Agreement is amended by (i) deleting the word "and" at the end of clause (x) and (ii) inserting the following new clauses "(xii)" and "(xiii)" after clause "(xi)" of such section: (xii) the Additional Senior Subordinated Notes; and (xiii) Indebtedness incurred by any Receivables Financing Sub in a Qualified Securitization Transaction. SECTION 6. Amendment to Section 6.03. Section 6.03 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of clause (g) and (ii) inserting the following new clause "(i)" after clause "(h)" of such section: and (i) Liens on receivables (x) owned by a Receivables Finance Sub, which Liens secure Indebtedness incurred by a Receivables Finance Sub permitted by clause (xiii) of Section 6.01 and (y) owned by the Borrower or any other Subsidiary, which Liens arise as a result of an obligation by the Borrower or such Subsidiary to transfer such receivables to the Receivables Finance Sub pursuant to a Qualified Securitization Transaction, provided that the Collateral Agent (on behalf of the Lenders) shall retain a second priority Lien on all such receivables, which Lien shall be subordinated to the Liens permitted by this clause (i) (and the Collateral Agent shall enter into, and is hereby authorized by the Lenders to enter into, any intercreditor agreements on terms satisfactory to it to give effect to such second priority Lien). SECTION 7. Amendments to Section 6.05. (a) Section 6.05(h) of the Credit Agreement is hereby amended by (i) deleting the text "$15,000,000" and (ii) substituting therefor the text "$30,000,000". (b) Section 6.05 of the Credit Agreement is further amended by (i) deleting the word "and" at the end of clause "(n)" and (ii) inserting the following new clauses "(p)" and "(q)" at the end of such section: (p) investments by the Borrower or any Subsidiary in (i) the capital stock of a Receivables Finance Sub and (ii) other interests in a Receivables Finance Sub, in each case to the extent required by the terms of a Qualified Securitization Transaction; and (q) Standard Securitization Undertakings of the Borrower or any Subsidiary, to the extent required by the terms of a Qualified Securitization Transaction SECTION 8. Amendment to Section 6.06. Section 6.06 of the Credit Agreement is hereby amended by (i) adding the words "(other than a Receivables Finance Sub)" after the words "Borrower or a Restricted Subsidiary" in clause (b), (ii) deleting the word "and" at the end of clause (g) and (iii) inserting the following new clause "(i)" after clause "(h)" of such section: 8 and (i) sales, conveyances and other transfers of accounts receivable and related assets (including contract rights) of the type specified in the definition of "Qualified Securitization Transaction" to a Receivables Finance Sub in an aggregate amount not to exceed $90,000,000 at any time outstanding (determined by reference to the amount of such accounts receivables that are outstanding at any time). SECTION 9. Amendment to Section 6.11. Section 6.11 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of clause "(ix)" and (ii) inserting the following new clause "(xi)" after clause "(x)" of such section: and (xi) the foregoing shall not apply to customary restrictions that are necessary to effect any Qualified Securitization Transaction. SECTION 10. Amendment to Section 6.13. Section 6.13(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: (a) The Borrower will not make, and will not permit its Restricted Subsidiaries to make, Capital Expenditures other than Capital Expenditures made by the Borrower and its Restricted Subsidiaries in any fiscal year of the Borrower in an aggregate amount not exceeding (i) $50,000,000 (the "Permitted Amount") plus, for each fiscal year following the Effective Date (commencing with the 2003 fiscal year), an amount equal to 50% of the excess, if any, of the Permitted Amount for the immediately preceding fiscal year over the aggregate amount of Capital Expenditures made in the immediately preceding fiscal year, plus (ii) amounts available from time to time to be invested in Joint Ventures and Unrestricted Subsidiaries under clause (i) of Section 6.05, provided that (x) to the extent that Capital Expenditures are made in reliance upon clause (ii) above, amounts available to be invested in Joint Ventures and Unrestricted Subsidiaries under clause (i) of Section 6.05 shall be deemed utilized thereunder for purposes of determining compliance therewith, and (y) the Borrower and its Restricted Subsidiaries may make Capital Expenditures in any fiscal year exceeding the amount otherwise permitted for such fiscal year pursuant to the foregoing provisions of this Section 6.13, provided that the aggregate amount of Capital Expenditures made in reliance upon this clause (y), on a cumulative basis, shall not exceed $30,000,000. The foregoing limitations shall not apply to (x) expenditures with proceeds resulting from sales of assets or capital stock or equity issuances or from casualty or condemnation events, in each case to the extent such expenditures are permitted under this Agreement and (y) Permitted Acquisitions. SECTION 11. Amendment to Section 6.14. The table set forth in Section 6.14 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Period Ratio ------ ----- July 1, 2000 through December 31, 2000 6.50 to 1.00 January 1, 2001 through March 31, 2001 6.25 to 1.00 April 1, 2001 through June 30, 2001 6.00 to 1.00 July 1, 2001 through September 30, 2001 5.50 to 1.00 October 1, 2001 through December 31, 2001 5.25 to 1.00 January 1, 2002 through March 31, 2002 5.25 to 1.00 April 1, 2002 through June 30, 2002 5.25 to 1.00
9 July 1, 2002 through September 30, 2002 5.00 to 1.00 October 1, 2002 through December 31, 2002 5.00 to 1.00 January 1, 2003 through March 31, 2003 4.75 to 1.00 April 1, 2003 through June 30, 2003 4.75 to 1.00 July 1, 2003 through December 31, 2003 4.50 to 1.00 January 1, 2004 and thereafter 4.00 to 1.00
SECTION 12. Amendment to Section 6.15. The table set forth in Section 6.15 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Period Ratio ------ ----- July 1, 2000 through June 30, 2001 1.40 to 1.00 July 1, 2001 through September 30, 2001 1.45 to 1.00 October 1, 2001 through December 31, 2001 1.50 to 1.00 January 1, 2002 through March 31, 2002 1.60 to 1.00 April 1, 2002 through June 30, 2002 1.70 to 1.00 July 1, 2002 through September 30, 2002 1.75 to 1.00 October 1, 2002 through December 31, 2002 1.80 to 1.00 January 1, 2003 through March 31, 2003 1.90 to 1.00 April 1, 2003 through June 30, 2003 2.00 to 1.00 July 1, 2003 through September 30, 2003 2.00 to 1.00 October 1, 2003 through December 31, 2003 2.00 to 1.00 January 1, 2004 and thereafter 2.25 to 1.00
SECTION 13. Agreement. (a) The Borrower hereby agrees that not more than three Business Days after the issuance of the Additional Senior Subordinated Notes, the Borrower shall prepay (i) Term Loans in an amount equal to $30,000,000 pursuant to Section 2.11(a) (it being understood and agreed that in connection therewith, the Borrower shall elect to afford the Tranche B Lenders the right to decline to accept such prepayment as set forth in clause (i)(y) of the third proviso of Section 2.11(f), but shall not permit the Mexico Borrower to exercise the rights described in clause (ii) of the third proviso of Section 2.11(f)) and (ii) Revolving Loans in an amount equal to $52,000,000 pursuant to Section 2.11(a). (b) The Borrower further agrees that on December 31, 2002, the Borrower shall prepay Term Loans in an amount equal to the amount by which (i) $18,000,000 exceeds (ii) the cash purchase price paid and other cash outlays incurred by the Borrower in connection with the Decora Acquisition or a similar acquisition (provided that if the Decora Acquisition or a similar acquisition has not been consummated by December 31, 2002, the Borrower shall prepay Term Loans in an amount equal to $18,000,000), pursuant to Section 2.11(a) of the Credit Agreement (it being understood and agreed that in connection therewith, the Borrower shall elect to afford the Tranche B Lenders the right to decline to accept such prepayment as set forth in clause (i)(y) of the third proviso of Section 2.11(f), but shall not permit the Mexico Borrower to exercise the rights described in clause (ii) of the third proviso of Section 2.11(f)). SECTION 14. Representations and Warranties. Each Borrower represents and warrants to the Administrative Agent and to each of the Lenders that: 10 (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 15. 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 April 2, 2002, an amendment fee (the "Amendment Fee") of 25 basis points on the aggregate amount of the Commitments of such Lender (after giving effect to the prepayments of Term Loans and Revolving Loans by the Borrower pursuant to Section 13(a) of this Amendment). SECTION 16. Conditions to Effectiveness. This Amendment shall become effective as of April 2, 2002, when (a) 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 Fee, (b) the representations and warranties set forth in Section 14 hereof are true and correct, (c) all fees and expenses required to be paid or reimbursed by the Borrowers pursuant hereto, the Credit Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent, shall have been paid or reimbursed, as applicable and (d) the offering of the Additional Senior Subordinated Notes has been consummated. SECTION 17. 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 18. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 19. 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 20. 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. 11 SECTION 21. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 12 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/ Brian E. Johnson __________________________________ Name: Brian E. Johnson Title: Executive VP and CFO ASPEN INDUSTRIAL, S.A. DE C.V., by /s/ Brian E. Johnson __________________________________ Name: Brian E. Johnson Title: Executive VP BANKERS TRUST COMPANY, individually and as Administrative Agent, by /s/ Mary Jo Jolly __________________________________ Name: Mary Jo Jolly Title: Assistant Vice President JPMORGAN CHASE BANK, formerly known as The Chase Manhattan Bank, as Syndication Agent, by /s/ Peter A. Dedousis __________________________________ Name: Peter A. Dedousis Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution AIMCO CDO Series 2000-A by /s/ Ronald Mandel --------------------------------------- Name: Ronald Mandel by /s/ Patricia W. Wilson --------------------------------------- Name: Patricia W. Wilson SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution AIMCO CDO Series 2000-A by /s/ Ronald Mandel --------------------------------------- Name: Ronald Mandel by /s/ Patricia W. Wilson --------------------------------------- Name: Patricia W. Wilson SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution ALLSTATE LIFE INSURANCE COMPANY by /s/ Ronald Mandel --------------------------------------- Name: Ronald Mandel by /s/ Patricia W. Wilson --------------------------------------- Name: Patricia W. Wilson SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution U.S. BANK NATIONAL ASSOCIATION by /s/ Scott J. Bell ------------------------------------- Name: Scott J. Bell Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution THE BANK OF NOVA SCOTIA by /s/ M. D. Smith ---------------------------------- Name: M. D. Smith Title: Agent SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution WACHOVIA BANK, NA by /s/ David L. Driggers ----------------------------- Name: David L. Driggers Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution PILGRIM CLO 1999-1 LTD. by: ING Investments, LLC, as its Investment Manager by: /s/ Charles E. LeMieux, CFA ------------------------------------------- Name: Charles E. LeMieux Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution ML CLO XII PILGRIM AMERICA (CAYMAN) LTD, by: ING Investments, LLC, as its investment manager by: /s/ Charles E. LeMieux, CFA ------------------------------------------- Name: Charles E. LeMieux, CFA Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution ING PRIME RATE TRUST by: ING Investments, LLC, as its investment manager by: /s/ Charles E. LeMieux, CFA -------------------------------------------- Name: Charles E. LeMieux, CFA Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution FIRSTRUST BANK, by: /s/ Bryan T. Denney ------------------------------ Name: Bryan T. Denney Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 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/ Rick Stewart ------------------------------------------- Name: Rick Stewart Title: Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution HELLER FINANCIAL, INC. by: /s/ Robert Kadlick --------------------------------------- Name: Robert Kadlick Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution THE BANK OF NEW YORK by: /s/ Mark O'Connor -------------------------------------- Name: Mark O'Connor Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 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 SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 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: Managing Director, Portfolio Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution SANKATY ADVISORS, LLC as Collateral Manager for RACE POINT CLO, LIMITED, as Term Lender by: /s/ Diane J. Exter ------------------------------------------- Name: Diane J. Exter Title: Managing Director, Portfolio Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 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 SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution SANKATY HIGH YIELD PARTNERS II, L.P. by: /s/ Diane J. Exter ------------------------------------------- Name: Diane J. Exter Title: Managing Director, Portfolio Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution SANKATY HIGH YIELD PARTNERS III, L.P. by: /s/ Diane J. Exter ------------------------------------------- Name: Diane J. Exter Title: Managing Director, Portfolio Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution BALANCED HIGH-YIELD FUND I, LTD. by: ING Capital Advisors LLC, as Asset Manager by: /s/ Gordon Cook ------------------------------------------- Name: Gordon Cook Title: Senior Vice President and Portfolio Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution ARCHIMEDES FUNDING II, LTD. by: ING Capital Advisors LLC, as Collateral Manager by: /s/ Gordon Cook ------------------------------------------ Name: Gordon Cook Title: Senior Vice President and Portfolio Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution ORYX CLO, LTD. by: ING Capital Advisors LLC, as Collateral Manager by: /s/ Gordon Cook ------------------------------------------ Name: Gordon Cook Title: Senior Vice President and Portfolio Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution ARCHIMEDES FUNDING III, LTD. by: ING Capital Advisors LLC, as Collateral Manager by: /s/ Gordon Cook ------------------------------------------- Name: Gordon Cook Title: Senior Vice President and Portfolio Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution MORGAN STANLEY PRIME INCOME TRUST by: /s/ Sheila A. Finnerty ---------------------------------- Name: Sheila A. Finnerty Title: Executive Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution STEIN ROE & FARNHAM INCORPORATED, As Agent for Keyport Life Insurance Company by: /s/ James R. Fellows ------------------------------------------- Name: James R. Fellows Title: Senior Vice President and Portfolio Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND, by: Stein Roe & Farnham Incorporated, as Advisor by: /s/ James R. Fellows ------------------------------------------- Name: James R. Fellows Title: Senior Vice President and Portfolio Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution STEIN ROE & FARNHAM CLO I LTD. by: Stein Roe & Farnham Incorporated, as Portfolio Manager by: /s/ James R. Fellows ------------------------------------------ Name: James R. Fellows Title: Senior Vice President and Portfolio Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution NATIONAL CITY BANK by: /s/ Andrew Pernsteiner ------------------------------------- Name: Andrew Pernsteiner Title: Account Officer SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution GALAXY CLO 1999-1 LTD. by: /s/ John G. Lapham, III ------------------------------- Name: John G. Lapham, III Title: Authorized Agent SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution MIZUHO CORPORATE BANK, LTD. (formerly known as The Fuji Bank, Limited) by: /s/ Masahito Fukuda -------------------------------------- Name: Masahito Fukuda Title: Senior Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution CREDIT INDUSTRIEL ET COMMERCIAL by: /s/ Sean Mounier ----------------------------------------- Name: Sean Mounier Title: First Vice President by: /s/ Brian O'Leary ----------------------------------------- Name: Brian O'Leary Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution NATEXIS BANQUES POPULAIRES by: /s/ Frank H. Madden, Jr. ---------------------------------------- Name: Frank H. Madden, Jr. Title: Vice President and Group Manager by: /s/ Christian Giordano ---------------------------------------- Name: Christian Giordano Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution VAN KAMPEN CLO I, LIMITED by: Van Kampen Investment Advisory Corp., as Collateral Manager by: /s/ William Lenga -------------------------------------- Name: William Lenga Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution VAN KAMPEN CLO II, LIMITED by: Van Kampen Investment Advisory Corp., as Collateral Manager by: /s/ William Lenga -------------------------------------- Name: William Lenga Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution VAN KAMPEN PRIME RATE INCOME TRUST by: Van Kampen Investment Advisory Corp. by: /s/ Christina Jamieson -------------------------------------- Name: Christina Jamieson Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution VAN KAMPEN SENIOR INCOME TRUST by: Van Kampen Investment Advisory Corp. by: /s/ Christina Jamieson -------------------------------------- Name: Christina Jamieson Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution VAN KAMPEN SENIOR FLOATING RATE TRUST by: Van Kampen Investment Advisory Corp. by: /s/ Christina Jamieson -------------------------------------- Name: Christina Jamieson Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 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 SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution SEQUILS-CUMBERLAND I, LTD., By: Deerfield Capital Management LLC as its Collateral Manager by: /s/ Mark E. Wittnebel -------------------------------------- Name: Mark E. Wittnebel Title: Senior Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution ROSEMONT CLO, LTD., By: Deerfield Capital Management LLC as its Collateral Manager by: /s/ Mark E. Wittnebel -------------------------------------- Name: Mark E. Wittnebel Title: Senior Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution PPM SPYGLASS FUNDING TRUST by: /s/ Diana L. Mushill -------------------------------------- Name: Diana L. Mushill Title: Authorized Agent SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution WINGED FOOT FUNDING TRUST, by: /s/ Diana L. Mushill -------------------------------------- Name: Diana L. Mushill Title: Authorized Agent SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution OLYMPIC FUNDING TRUST, SERIES 1999-I, by: /s/ Diana L. Mushill -------------------------------------- Name: Diana L. Mushill Title: Authorized Agent SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution MUIRFIELD TRADING LLC, by: /s/ Diana L. Mushill -------------------------------------- Name: Diana L. Mushill Title: Authorized Agent SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution KZH STERLING LLC, by: /s/ Joyce Fraser-Bryant -------------------------------------- Name: Joyce-Fraser Bryant Title: Authorized Agent SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution KZH SOLEIL-2 LLC, by: /s/ Joyce Fraser-Bryant -------------------------------------- Name: Joyce-Fraser Bryant Title: Authorized Agent SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution KZH ING-3 LLC, by: /s/ Joyce Fraser-Bryant -------------------------------------- Name: Joyce-Fraser Bryant Title: Authorized Agent SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution KZH ING-2 LLC, by: /s/ Joyce Fraser-Bryant -------------------------------------- Name: Joyce-Fraser Bryant Title: Authorized Agent SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution KZH CYPRESSTREE-1 LLC, by: /s/ Joyce Fraser-Bryant -------------------------------------- Name: Joyce-Fraser Bryant Title: Authorized Agent SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution CYPRESSTREE INVESTMENT PARTNERS I, LTD., By: CypressTree Investment Management Company, Inc., as Portfolio Manager, by: /s/ Jeffrey Megar -------------------------------------- Name: Jeffrey Megar Title: Principal SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC. As: Attorney-in-Fact and on behalf of FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY as Portfolio Manager, by: /s/ Jeffrey Megar -------------------------------------- Name: Jeffrey Megar Title: Principal SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution ERSTE BANK by: /s/ Brandon A. Meyerson -------------------------------------- Name: Brandon A. Meyerson Title: Vice President by: /s/ John S. Runnion -------------------------------------- Name: John S. Runnion Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution ZIONS FIRST NATIONAL BANK, by: /s/ Jim C. Stanchfield -------------------------------------- Name: Jim C. Stanchfield Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution WEBSTER BANK by: /s/ Scott Roth -------------------------------------- Name: Scott Roth Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution THE MITSUBISHI TRUST AND BANKING CORPORATION, by: /s/ Hiroyuki Tsuru -------------------------------------- Name: Hiroyuki Tsuru Title: Deputy General Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution IKB DEUTSCHE INDUSTRIEBANK AG LUXEMBOURG BRANCH, by: /s/ Anja Kuchel -------------------------------------- Name: Anja Kuchel Title: Manager by: /s/ Ana Bohorquez -------------------------------------- Name: Ana Bohorquez Title: Assistant Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution PROMETHEUS INVESTMENT FUNDING NO. 1 LTD., By: CPF Asset Advisors LLC as Investment Manager by: /s/ Francesco Ossino -------------------------------------- Name: Francesco Ossino Title: Director by: /s/ Timothy L. Harrod -------------------------------------- Name: Timothy L. Harrod Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution INDOSUEZ CAPITAL FUNDING IIA, LIMITED, By: Indosuez Capital as Portfolio Advisor by: /s/ Paul O. Travers -------------------------------------- Name: Paul O. Travers Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution CENTURION CDO II, LTD., By: American Express Asset Management Group Inc. as Collateral Manager by: /s/ Steven B. Staver -------------------------------------- Name: Steven B. Staver Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution SEQUILS-CENTURION V, LTD., By: American Express Asset Management Group Inc. as Collateral Manager by: /s/ Steven B. Staver -------------------------------------- Name: Steven B. Staver Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution By: PPM AMERICA, INC., as Attorney-in-fact, on behalf of JACKSON NATIONAL LIFE INSURANCE COMPANY, by: /s/ Chris Kappas -------------------------------------- Name: Chris Kappas Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution MAPLEWOOD (CAYMAN) LIMITED, By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager, by: /s/ Mary S. Law -------------------------------------- Name: Mary S. Law Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, By: David L. Babson & Company Inc. as Investment Manager, by: /s/ Mary S. Law -------------------------------------- Name: Mary S. Law Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution INDOSUEZ CAPITAL FUNDING IV, L.P., By: RBC Leveraged Capital as Portfolio Advisor by: /s/ Lee M. Shaiman -------------------------------------- Name: Lee M. Shaiman Title: Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution WELLS FARGO BANK, N.A., by: /s/ Scott J. Manookin -------------------------------------- Name: Scott J. Manookin Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution CARLYLE HIGH YIELD PARTNERS II, LTD., by: /s/ Linda Pace -------------------------------------- Name: Linda Pace Title: Principal SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution METROPOLITAN LIFE INSURANCE COMPANY, by: /s/ James R. Dingler -------------------------------------- Name: James R. Dingler Title: Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution OAK HILL CREDIT PARTNERS I, LIMITED, By: Oak Hill CLO Management, LLC as Investment Manager by: /s/ Scott D. Krase -------------------------------------- Name: Scott D. Krase Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution OAK HILL SECURITIES FUND, L.P., By: Oak Hill Securities GenPar, L.P. its General Partner By: Oak Hill Securities MGP, Inc., its General Partner by: /s/ Scott D. Krase -------------------------------------- Name: Scott D. Krase Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 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: Authorized Signatory SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution BANK ONE, NA with its main office in Chicago, Illinois (as successor by merger to Bank One, Utah, NA) by: /s/ Mark F. Nelson -------------------------------------- Name: Mark F. Nelson Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 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 SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution OCTAGON INVESTMENT PARTNERS III, LTD., By: Octagon Credit Investors, LLC as Portfolio Manager by: /s/ Michael B. Nechamkin -------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution FRANKLIN FLOATING RATE TRUST, by: /s/ Richard D'Addario -------------------------------------- Name: Richard D'Addario Title: Vice President SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution MONY LIFE INSURANCE COMPANY, By: MONY Capital Management, as Investment Adviser by: /s/ Suzanne E. Walton -------------------------------------- Name: Suzanne E. Walton Title: Senior Managing Director SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution SUNAMERICA SENIOR FLOATING RATE FUND INC., By: Stanfield Capital Partners LLC as Subadviser by: /s/ Christopher A. Bondy -------------------------------------- Name: Christopher A. Bondy Title: Partner SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution HAMILTON CDO, LTD., By: Stanfield Capital Partners LLC as its Collateral Manager by: /s/ Christopher A. Bondy -------------------------------------- Name: Christopher A. Bondy Title: Partner SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution STANFIELD QUATTRO CLO, LTD., By: Stanfield Capital Partners LLC as its Collateral Manager by: /s/ Christopher A. Bondy -------------------------------------- Name: Christopher A. Bondy Title: Partner SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 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 SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution STANFIELD CLO, LTD., By: Stanfield Capital Partners LLC as its Collateral Manager by: /s/ Christopher A. Bondy -------------------------------------- Name: Christopher A. Bondy Title: Partner SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 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 SIGNATURE PAGE TO AMENDMENT, DATED AS OF APRIL 2, 2002 To Approve the Amendment: Name of Institution SIERRA CLO I, by: /s/ John M. Casparian -------------------------------------- Name: John M. Casparian Title: Chief Operating Officer Centre Pacific LLP (Manager)