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
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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.
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(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.
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"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
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(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
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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.
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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:
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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
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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:
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(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)