EXHIBIT 10.24
AMENDMENT No. 6 dated as of May 22, 2003 (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 as of September
30, 2000, Amendment No. 2 thereto dated as of July 10,
2001, Amendment No. 3 thereto dated as of April 2, 2002,
Amendment No. 4 thereto dated as of September 30, 2002,
and Amendment No. 5 thereto dated as of March 24, 2003,
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 party to the
Credit Agreement as Lenders (the "Lenders"), DEUTSCHE
BANK TRUST COMPANY AMERICAS (formerly known as Bankers
Trust Company), as Administrative Agent and Collateral
Agent, and JPMORGAN CHASE BANK (formerly known as The
Chase Manhattan Bank), as Syndication Agent.
A. The 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, as amended hereby.
SECTION 1. Amendments to Section 1.01. (a) Section 1.01 of the
Credit Agreement is hereby amended by adding the following defined terms in the
appropriate alphabetical order, to read as follows:
(i) "First Lien Leverage Ratio" means, on any date, the ratio of
(a) the portion of Total Debt accounted for by (i) Indebtedness incurred
under this Agreement as of such date and (ii) Securitization Obligations
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.
(ii) "Intercreditor Agreement" means the intercreditor agreement
entered into among the Borrower, the Collateral Agent and the trustee
under the Senior Second Lien Note Indenture (or any other trustee or
agent to which Liens are granted under the Second Lien Security
Documents), providing for, among other things, (a) the priority of the
Liens granted pursuant to the Security Documents
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over the Liens granted pursuant to the Second Lien Security Documents
and (b) restrictions on the exercise of remedies under the Second Lien
Security Documents , in form and substance reasonably satisfactory to
the Administrative Agent and the Syndication Agent.
(iii) "Second Lien Security Documents" means any and all
security agreements, pledge agreements, mortgages and other agreements
and documents pursuant to which any Liens are granted to secure any
Indebtedness or other obligations in respect of the Senior Second Lien
Notes.
(iv) "Senior Second Lien Note Documents" means the Senior Second
Lien Notes, the Senior Second Lien Note Indenture, the Second Lien
Security Documents, the Intercreditor Agreement and all other
instruments, agreements and documents evidencing, guaranteeing or
otherwise governing the terms of the Senior Second Lien Notes.
(v) "Senior Second Lien Note Indenture" means the indenture
pursuant to which the Senior Second Lien Notes are issued.
(vi) "Senior Second Lien Notes" means senior secured notes
issued by the Borrower and having terms substantially as described under
the heading "Description of notes" in the Preliminary Offering
Memorandum for such notes dated May 14, 2003, provided that (a) no
Subsidiary will Guarantee such notes unless such Subsidiary also
Guarantees the Obligations, (b) such notes bear interest at a rate of
interest that is a market rate at the time of issuance thereof and (c)
the maturity date of such notes is at least one year after the Tranche B
Term Loan Maturity Date.
(b) The definition of "Change in Control" in Section 1.01 of the
Credit Agreement is hereby amended by (i) deleting the word "or" immediately
before clause (e) of such definition and (ii) adding the following clause (f)
immediately following clause (e) of such definition:
; or (f) there shall occur a "Change of Control" as defined
under the Senior Second Lien Note Documents
(c) The definition of "Consolidated Interest Expense" in Section
1.01 of the Credit Agreement is hereby amended by restating the proviso in such
definition in its entirety as follows:
provided that "Consolidated Interest Expense" shall not include
non-cash interest expense in respect of the Senior Second Lien Notes or
New Senior Subordinated Notes arising because (i) the Senior Second Lien
Notes or the New Senior Subordinated Notes and the Warrants were issued
at a discount to their face value or (ii) a portion of the issue price
of the New Senior Subordinated Notes and the Warrants is being allocated
to the Warrants.
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(d) The definition of "Excluded Charges" in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety as follows:
"Excluded Charges" means (a) the non-recurring charges incurred
or to be incurred in respect of the restructurings, plant closings or
similar actions that have occurred or are expected to be taken in
connection with the Borrower's facilities specified in Schedule 1.01(c),
(b) any other such non-recurring charges incurred in respect of any
restructurings, plant closings or similar actions during the eighteen
month period commencing on the Effective Date, provided that the cash
portion of charges referred to in this clause (b) shall be limited to
$8,000,000, (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 First Lien Leverage Ratio for
purposes of Section 6.18 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 coverage ratio for purposes of Section
6.15 and (iii) the First Lien Leverage Ratio for purposes of Section
6.18 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.
(e) The definition of "Loan Documents" in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety as follows:
"Loan Documents" means this Agreement, the Guarantee Agreement,
the Indemnity, Subrogation and Contribution Agreement, the Intercreditor
Agreement, the Security Documents and each Bank Hedging Agreement.
(f) The definition of "Permitted Acquisition" in Section 1.01 of
the Credit Agreement is hereby amended by restating clause (e)(1) of such
definition in its entirety as follows:
(1) the Borrower and its Restricted Subsidiaries are in
compliance with the covenants contained in Sections 6.15 and, if
applicable, 6.18 and
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(g) The definition of "Prepayment Event" in Section 1.01 of the
Credit Agreement is hereby amended by inserting the text "(other than clause
(xiv) of Section 6.01)" in clause (d)(i) of such definition immediately after
the text "permitted by Section 6.01".
(h) The definition of "Trigger Event" in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety as follows:
"Trigger Event" means, (a) with respect to the last day of the
fiscal quarter of the Borrower ending on March 31, 2003, that (i) the
Leverage Ratio as of such day is not in compliance with Section 6.14 or
(ii) the Senior Debt Leverage Ratio as of such day exceeds the Target
Senior Leverage Ratio with respect to such day, (b) with respect to the
last day of any fiscal quarter of the Borrower ending on or after June
30, 2003, and on or before December 31, 2003, that the First Lien
Leverage Ratio as of such day is not in compliance with Section 6.18 and
(c) with respect to the last day of any fiscal quarter of the Borrower
ending after December 31, 2003, and on or before December 31, 2004, that
(i) the First Lien Leverage Ratio as of such day is in excess of 2.25 to
1.00 (if such fiscal quarter ends on March 31, 2004), or 2.00 to 1.00
(if such fiscal quarter ends after March 31, 2004) or (ii) that the
Leverage Ratio as of such day is not in compliance with Section 6.14.
SECTION 2. Amendment to Section 2.10. Section 2.10 of the Credit
Agreement is hereby amended by adding the following proviso immediately before
the period at the end of paragraph (e) of such Section:
; provided further, that any prepayment of Term Borrowings of any Class
made pursuant to Section 2.11(b) shall, in each case, to the extent made
using Net Proceeds received from the issuance of the Senior Second Lien
Notes, be applied, first, to reduce the scheduled repayments of Term
Borrowings of such Class to be made pursuant to this Section (other than
those that have been reduced to zero by operation of this paragraph) in
direct order of maturity unless and until all such scheduled repayments
scheduled to be made on or before December 31, 2004, have been
eliminated as a result of reductions hereunder and, second, to reduce
the remaining scheduled repayments of Term Borrowings of such Class to
be made pursuant to this Section after December 31, 2004, and on or
before December 31, 2005, ratably and, third, to reduce the remaining
scheduled repayments of Term Borrowings of such Class to be made
pursuant to this Section ratably.
SECTION 3. Amendments to Section 2.11. (a) Section 2.11(b) of
the Credit Agreement is hereby amended by (i) replacing the first sentence of
such Section with the following two sentences:
Subject to the provisions of Sections 2.11(e) and 5.08, in the
event and on each occasion that any Net Proceeds are received by or on
behalf of the Borrower or any Subsidiary in respect of any Prepayment
Event (other than Net Proceeds
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received from the issuance of the Senior Second Lien Notes, Specified
Equity Offering Proceeds and Net Proceeds that are or will be applied in
accordance with clause (v) of Section 6.09(a)), the Borrower and the
Mexico Borrower, as applicable, shall, within three Business Days after
such Net Proceeds are received, prepay Term Borrowings in an aggregate
amount equal to the entire amount of such Net Proceeds. In the event
that any Net Proceeds are received by or on behalf of the Borrower or
any Subsidiary from the issuance of the Senior Second Lien Notes, the
Borrower shall on the Business day on which such Net Proceeds are
received, apply such Net Proceeds to (i) first, prepay Revolving Loans
and Swingline Loans until the aggregate amount of Revolving Loans and
Swingline Loans prepaid pursuant to this clause (i) equals the lesser of
(A) $75,000,000 and (B) the aggregate amount of all then outstanding
Revolving Loans and Swingline Loans, and (ii) second, prepay (A) Tranche
A Term Loans in an aggregate amount equal to 50% of the total amount of
such Net Proceeds not applied pursuant to clause (i) of this sentence
and (B) Tranche B Term Loans in an aggregate amount equal to 50% of the
total amount of such Net Proceeds not applied pursuant to clause (i) of
this sentence.
and (ii) replacing the text "second sentence" and the text "third sentence" in
the last sentence of such Section with the text "third sentence" and the text
"fourth sentence", respectively.
(b) Section 2.11(f) of the Credit Agreement is hereby amended by
replacing the second proviso in such Section with the following:
provided that if such prepayment is (x) a mandatory prepayment
pursuant to paragraph (b) or (c) of this Section (other than a mandatory
prepayment in respect of the Net Proceeds of the issuance of Senior
Second Lien Notes), any Tranche B Lender may elect, to the extent Term
Borrowings of any other Class or Classes remain outstanding on the
prepayment date, by notice to the Administrative Agent by telephone
(confirmed by telecopy) at least one Business Day prior to the
prepayment date, to decline all or any portion of any prepayment of its
Tranche B Term Loans pursuant to this Section, in which case the
aggregate amount of the prepayment that would have been applied to
prepay Tranche B Term Borrowings but was so declined shall be applied to
prepay Term Borrowings of each other Class then outstanding pro rata
based on the aggregate principal amount of outstanding Borrowings of
each such Class, or (y) a mandatory prepayment pursuant to paragraph (b)
of this Section in respect of the Net Proceeds of the issuance of Senior
Second Lien Notes, any Tranche B Lender may elect, by notice to the
Administrative Agent by telephone (confirmed by telecopy) at least one
Business Day prior to the prepayment date, to decline all or any portion
of any prepayment of its Tranche B Term Loans pursuant to this Section,
in which case the aggregate amount of the prepayment that would have
been applied to prepay Tranche B Term Borrowings but was so declined
shall be applied to prepay Tranche A Term Borrowings then outstanding,
provided that if the aggregate amount so declined exceeds the amount of
Tranche A Term Borrowings outstanding on the prepayment date after
giving effect to all
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prepayments of Tranche A Term Borrowings made or to be made pursuant to
the second sentence of Section 2.11(b), then the excess shall be applied
to prepay the Tranche B Term Loans held by the Tranche B Lenders so
declining in proportion to the amounts so declined by such Tranche B
Lenders;
(c) Section 2.11(h) of the Credit Agreement is hereby amended
and restated in its entirety as follows:
(h) If, at 3:00 p.m., New York City time, on any Business Day
the amount, determined reasonably and in good faith by the Borrower (the
"Cash Amount"), equal to (i) the aggregate amount of "cash and cash
equivalents" and "marketable securities" of the Borrower and the
Subsidiaries (other than Foreign Subsidiaries), in each case that would
be required to be reflected on a consolidated balance sheet of the
Borrower and the Subsidiaries prepared as of such time in accordance
with GAAP (excluding any such "cash" that is not available funds), minus
(ii) the aggregate amount of payments in such cash and cash equivalents
that will be made (and will reduce such cash and cash equivalents) on
such Business Day, is more than $5,000,000, then on such Business Day
the Borrower shall, to the extent (but only to the extent) that any
Revolving Borrowings and Swingline Loans are then outstanding, prepay
Revolving Borrowings and Swingline Loans to the extent necessary so
that, after giving effect to such prepayment and the receipt by the
Borrower of the proceeds of any Revolving Borrowings and Swingline Loans
made or to be made on such Business Day, the Cash Amount will not exceed
$5,000,000.
SECTION 4. Amendment to Article III (Representations and
Warranties). Article III of the Credit Agreement is hereby amended by adding the
following as Section 3.18:
SECTION 3.18. Senior Secured Obligations. All the Obligations
constitute "Credit Agreement Obligations" under and as defined in the
Senior Second Lien Note Indenture. The Liens granted pursuant to the
Security Documents are prior to the Liens granted pursuant to the Second
Lien Security Documents.
SECTION 5. Amendment to Section 4.02. Section 4.02 of the Credit
Agreement is hereby amended by adding the following as Section 4.02(d):
(d) The Administrative Agent shall have received an Officers'
Certificate (as defined in the indenture under which the New Senior
Subordinated Notes were issued, the indenture under which any Additional
Senior Subordinated Notes were issued and the indenture under which the
Senior Second Lien Notes were issued) of the Borrower (delivered, and
containing a statement that it was delivered, in good faith after
reasonable investigation) to the effect that such Borrowing, or the
issuance, amendment, renewal or extension of such Letter of Credit, does
not violate the provisions of any such indenture.
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SECTION 6. Amendment to Section 5.14. Section 5.14 of the Credit
Agreement is hereby amended by (i) replacing the word "and" with the text ","
immediately prior to clause (c) of such Section and (ii) inserting the following
clause (d) immediately prior to the text "is effectively subject" in such
Section:
and (d) from and after the date of issuance of the Senior Second
Lien Notes, the outstanding Senior Second Lien Notes
SECTION 7. Amendment to Section 5.15. Section 5.15 of the Credit
Agreement is hereby amended by replacing the last sentence of such Section with
the following sentence:
For purposes of this Section, "Compliance Amount" means, at any
time, the greater of (a) $5,000,000 for the first Trigger Event or
$1,000,000 for each subsequent Trigger Event and (b) (i) if the
applicable Trigger Event relates to the fiscal quarter of the Borrower
ending on March 31, 2003, the greater of (A) the amount, if any, by
which Total Debt (determined without regard to any reduction pursuant to
clause (c) of the definition of "Total Debt") as of the last day of the
most recently completed fiscal quarter of the Borrower exceeded the
maximum amount of Total Debt as of such day that could have existed
without causing an Event of Default as of such day under Section 6.14
(calculated using Consolidated EBITDA for the period of four consecutive
fiscal quarters of the Borrower ended on such day) and (B) the amount,
if any, by which the portion of Total Debt (determined without regard to
any reduction pursuant to clause (c) of the definition of "Total Debt")
accounted for by Senior Debt as of the last day of the most recently
completed fiscal quarter of the Borrower exceeded the maximum amount of
the portion of Total Debt accounted for by Senior Debt as of such day
that could have existed without causing the Senior Debt Leverage Ratio
to be in excess of the Target Senior Leverage Ratio as of such day
(calculated using Consolidated EBITDA for the period of four consecutive
fiscal quarters of the Borrower ended on such day), (ii) if the
applicable Trigger Event relates to a fiscal quarter of the Borrower
ending on or after June 30, 2003, and on or before December 31, 2003,
the amount, if any, by which the portion of Total Debt (determined
without regard to any reduction pursuant to clause (c) of the definition
of "Total Debt") accounted for by (x) Indebtedness incurred under this
Agreement and (y) Securitization Obligations (determined without regard
to any reduction pursuant to clause (c) of the definition of "Total
Debt") as of the last day of the most recently completed fiscal quarter
of the Borrower exceeded the maximum amount of Total Debt accounted for
by (x) Indebtedness incurred under this Agreement as of such day and (y)
Securitization Obligations as of such day that could have existed
without causing an Event of Default as of such day under Section 6.18
(calculated using Consolidated EBITDA for the period of four consecutive
fiscal quarters of the Borrower ended on such day) or (iii) if the
applicable Trigger Event relates to a fiscal quarter of the Borrower
ending after December 31, 2003, the greater of (A) the amount, if any,
by which the portion of Total Debt (determined without regard to any
reduction pursuant to clause (c) of the definition of "Total Debt")
accounted for by (x) Indebtedness incurred under
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this Agreement and (y) Securitization Obligations (determined without
regard to any reduction pursuant to clause (c) of the definition of
"Total Debt") as of the last day of the most recently completed fiscal
quarter of the Borrower exceeded the maximum amount of Total Debt
accounted for by (x) Indebtedness incurred under this Agreement as of
such day and (y) Securitization Obligations as of such day that could
have existed without causing the First Lien Leverage Ratio to be in
excess of 2.25 to 1.00 (if such fiscal quarter ends on March 31, 2004)
or 2.00 to 1.00 (if such fiscal quarter ends after March 31, 2004) as of
such day (calculated using Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower ended on such day) and (B)
the amount, if any, by which Total Debt (determined without regard to
any reduction pursuant to clause (c) of the definition of "Total Debt")
as of the last day of the most recently completed fiscal quarter of the
Borrower exceeded the maximum amount of Total Debt as of such day that
could have existed without causing an Event of Default as of such day
under Section 6.14 (calculated using Consolidated EBITDA for the period
of four consecutive fiscal quarters of the Borrower ended on such day).
SECTION 8. Amendment to Section 6.01. Section 6.01 of the Credit
Agreement is hereby amended by (i) inserting the text "any Guarantee of the
Senior Subordinated Notes or the Senior Second Lien Notes" immediately after the
text "same terms as the Senior Subordinated Notes and" in clause (ii) of the
proviso to clause (iv) of such Section, (ii) deleting the word "and" at the end
of clause (xii) of such Section and (iii) inserting the following clause (xiv)
after clause (xiii) of such Section:
; and (xiv) the Senior Second Lien Notes in an aggregate
principal amount not exceeding $250,000,000
SECTION 9. 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
(h) and (ii) inserting the following clause (j) after clause (i) of such
section:
; and (j) Liens granted under the Second Lien Security
Documents; provided that (i) such Liens secure only obligations under
the Senior Second Lien Note Documents, except that such obligations
shall not include obligations under any Indebtedness (or obligations
under any Hedging Agreements) except to the extent incurred pursuant to
Section 6.01(xiv), (ii) such Liens do not apply to any asset other than
Collateral that is subject to a prior Lien granted under a Security
Document and (iii) all such Liens and Second Lien Security Documents
shall be subject to the terms of the Intercreditor Agreement.
SECTION 10. Amendment to Section 6.09. Section 6.09(b) of the
Credit Agreement is hereby amended and restated in its entirety as follows:
(b) The Borrower will not, and will not permit any Subsidiary
to, make or agree to pay or make, directly or indirectly, any payment or
other distribution (whether in cash, securities or other property) of or
in respect of principal of or interest on any Senior Second Lien Note or
Senior Subordinated Note, or any
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payment or other distribution (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancelation or
termination of any Senior Second Lien Note or Senior Subordinated Note,
except (i) payment of regularly scheduled interest payments as and when
due in respect of the Senior Second Lien Notes and Senior Subordinated
Notes and (ii) purchases of any Remaining Notes from time to time
following the Effective Date at prices not exceeding the price payable
pursuant to the Debt Tender Offer, including pursuant to a change of
control offer pursuant to the Existing Indenture arising as a result of
the Transactions.
SECTION 11. Amendment to Section 6.11. Section 6.11 of the
Credit Agreement is hereby amended by (i) replacing the word "and" immediately
before clause (xi) of the first proviso in such Section with the text ";" and
(ii) inserting the following clause (xii) after clause (xi) of the first proviso
in such Section:
and (xii) the foregoing shall not apply to restrictions imposed
by the Senior Second Lien Note Documents
SECTION 12. Amendment to Section 6.12. Section 6.12 of the
Credit Agreement is hereby amended by (i) inserting the text "or (except for
amendments to the Second Lien Security Documents permitted by the Intercreditor
Agreement) the Senior Second Lien Notes or the other Senior Second Lien Note
Documents" immediately before the text "(other than amendments to the Existing
Notes Indenture" in clause (b) of such Section and (ii) inserting the text "or
the Intercreditor Agreement" immediately after each appearance in such Section
of the text "any Security Document".
SECTION 13. 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
------ -----
January 1, 2003 through March 31, 2003 6.60 to 1.00
January 1, 2004 through March 31, 2004 6.60 to 1.00
April 1, 2004 through June 30, 2004 6.40 to 1.00
July 1, 2004 through September 30, 2004 6.30 to 1.00
October 1, 2004 through December 31, 2004 6.00 to 1.00
January 1, 2005 through December 31, 2005 5.50 to 1.00
January 1, 2006 through December 31, 2006 5.00 to 1.00
January 1, 2007 through December 31, 2007 4.50 to 1.00
January 1, 2008 through December 31, 2008 4.00 to 1.00
SECTION 14. 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
------ -----
January 1, 2003 through March 31, 2003 1.40 to 1.00
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April 1, 2003 through June 30, 2003 1.25 to 1.00
July 1, 2003 through September 30, 2003 1.25 to 1.00
October 1, 2003 through December 31, 2003 1.30 to 1.00
January 1, 2004 through March 31, 2004 1.35 to 1.00
April 1, 2004 through June 30, 2004 1.35 to 1.00
July 1, 2004 through September 30, 2004 1.40 to 1.00
October 1, 2004 through December 31, 2004 1.45 to 1.00
January 1, 2005 through December 31, 2005 1.60 to 1.00
January 1, 2006 through December 31, 2006 1.75 to 1.00
January 1, 2007 through December 31, 2007 1.85 to 1.00
January 1, 2008 through December 31, 2008 2.00 to 1.00
SECTION 15. Amendment to Section 6.16. Section 6.16 of the
Credit Agreement is hereby amended and restated in its entirety as follows:
SECTION 6.16. Designated Senior Debt. The Borrower shall not
designate any Indebtedness (other than indebtedness under the Loan
Documents and indebtedness in respect of the Senior Second Lien Notes
incurred in compliance with Section 6.01(xiv) of this Agreement) as
"Designated Senior Debt" for purposes of and as defined in the New
Senior Subordinated Note Documents.
SECTION 16. Amendment to Article VI. Article VI of the Credit
Agreement is hereby amended by adding the following as Section 6.18:
SECTION 6.18. First Lien Leverage Ratio. The Borrower will not
permit the First Lien Leverage Ratio as of the last day of any fiscal
quarter ending on or after June 30, 2003, and on or before December 31,
2003, to be in excess of 2.25 to 1.00.
SECTION 17. Addition of Subsidiary Borrowers. (a) The parties to
this Amendment hereby agree that any Revolving Borrowings or Swingline Loans
that the Lenders are obligated to make pursuant to the Credit Agreement (as
amended, supplemented or otherwise modified from time to time), will (at the
request of the Borrower made in the applicable Borrowing Request) be made to
Uniplast Holdings Inc., a Delaware corporation, Uniplast U.S., Inc., a Delaware
corporation, Pierson Industries, Inc., a Massachusetts corporation, Turex, Inc.,
a Rhode Island corporation, or Uniplast Midwest, Inc., an Indiana corporation
(each, a "Subsidiary Borrower" and, collectively, the "Subsidiary Borrowers"),
provided that (i) such Revolving Borrowings and Swingline Loans made to any
Subsidiary Borrower shall be treated as Revolving Borrowings and Swingline
Loans, respectively, for all purposes of such Credit Agreement (including,
without limitation, calculating the Revolving Exposures of the Lenders), (ii)
the portion of the total Revolving Exposures for all Lenders outstanding at any
time and attributable to Revolving Borrowings and Swingline Loans made to the
Subsidiary Borrowers pursuant to this paragraph will not exceed $9,400,000,
(iii) the proceeds of such Revolving Borrowings and Swingline Loans will be used
only in a manner that results in their being eligible as "Permitted Debt" under
Section 4.03(b)(iv) of the indenture under
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which the New Senior Subordinated Notes were issued (and the comparable section
of the indenture under which the Additional Senior Subordinated Notes were
issued), (iv) the Borrower and each Subsidiary Borrower will, and each hereby
agrees to, be jointly and severally liable in respect of the Revolving
Borrowings and Swingline Loans made to such Subsidiary Borrower, and all
Obligations (including, without limitation, in respect of principal, interest
and fees arising from such Revolving Borrowings and Swingline Loans), and the
Borrower and each Subsidiary Borrower hereby acknowledges and agrees that it
shall be liable to pay all Revolving Borrowings and Swingline Loans made to such
Subsidiary Borrower, and all Obligations (including, without limitation, in
respect of principal, interest and fees arising from such Revolving Borrowings
and Swingline Loans) as and when due, (v) the obligations of the Borrower and
the Mexico Borrower under the Loan Documents shall remain in full force and
effect and (vi) the Borrower will continue to own, directly or indirectly, 100%
of the equity of each Subsidiary Borrower at all times when any Revolving Loans,
Swingline Loans or interest on Revolving Loans or Swingline Loans made to such
Subsidiary Borrower remains outstanding.
(b) For all purposes of Articles I, II, VII, VIII and IX of the Credit
Agreement, unless the context requires otherwise, references to "the Borrower"
shall be deemed to include a reference to each Subsidiary Borrower in respect of
the Revolving Borrowings and Swingline Loans made to such Subsidiary Borrower.
(c) Each Subsidiary Borrower hereby (i) agrees to all the terms and
provisions of the Credit Agreement applicable to it as a Borrower thereunder and
(ii) represents and warrants that the representations and warranties made by it
as a Borrower thereunder (other than such representations and warranties that
relate to a date earlier than the date hereof) are true and correct on and as of
the date hereof.
(d) Any failure by the Borrower or the Subsidiary Borrowers to comply
with the terms of this Section 16 (other than clauses (iii) and (vi) of the
proviso to paragraph (a) of this Section 16) shall constitute an Event of
Default under the Credit Agreement to the extent such failure would constitute
an Event of Default if such Borrower or Subsidiary Borrower was a Borrower
thereunder, and any failure by the Borrower or any Subsidiary Borrower to comply
with clause (iii) or (vi) of the proviso to paragraph (a) of this Section 16
shall constitute an Event of Default under the Credit Agreement.
(e) Each of the Borrower and the Subsidiary Borrowers agrees that the
provisions of Sections 1, 2, 4, 5, 6, 7, 8 and 10(b) of the Guarantee Agreement
will apply, mutatis mutandis, to its joint and several obligations under this
Section 16 as if references in such Sections of the Guarantee Agreement to the
Guarantors were to it.
(f) Each Subsidiary Borrower reaffirms and agrees that the guarantee of
such Subsidiary Borrower pursuant to the Guarantee Agreement is in full force
and effect.
SECTION 18. Amendment to Security Documents. (a) Notwithstanding
anything contained in the Security Documents to the contrary, no Collateral that
constitutes Common Collateral (as defined in the Intercreditor Agreement) will
be released from the Liens created pursuant to the Security Documents (except
upon
12
termination of the Security Documents in accordance with their terms when the
Obligations have been indefeasibly paid in full, the Lenders have no further
commitment to lend, the LC Exposure has been reduced to zero and the Issuing
Bank has no further commitment to issue Letters of Credit under the Credit
Agreement), unless, prior to or simultaneously with the release of such Liens
created pursuant to the Security Documents, all Liens on such Common Collateral
securing the Obligations (as defined in the Intercreditor Agreement) in respect
of the Senior Second Lien Notes and the Senior Second Lien Note Documents (other
than the Intercreditor Agreement) have been or will be simultaneously released
(whether pursuant to the Intercreditor Agreement, any other Senior Second Lien
Note Document or otherwise and whether automatically or by action of any trustee
or other Person).
(b) The Pledge Agreement is hereby amended by replacing the text "the
shares of capital stock owned by it and listed on Schedule II hereto and any
shares of capital stock of any Subsidiary obtained in the future by the Pledgor
and the certificates representing all such shares (the "Pledged Stock")" in
clause (a) of the first paragraph of Section 1 of the Pledge Agreement with the
text "all the shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or
other equity ownership interests in a person (collectively the "Equity
Interests") owned by it and listed on Schedule II hereto and any Equity
Interests obtained in the future by the Pledgor and the certificates
representing all such shares (the "Pledged Stock")".
SECTION 19. Representations and Warranties. Each Borrower
represents and warrants to the Administrative Agent and to each of the Lenders
that:
(a) This Amendment has been duly authorized, executed and delivered by
it and constitutes a legal, valid and binding obligation of each Loan Party
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 20. 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 May 20,
2003, an amendment fee (the "Amendment Fee") of 12.5 basis points on the
aggregate amount of the Commitments and outstanding Term Loans of such Lender
(in the case of all such Loans, calculated following all prepayment of Loans in
respect of the Net Proceeds of the issuance of Senior Second Lien Notes).
13
SECTION 21. Conditions to Effectiveness. This Amendment shall
become effective as of May 22, 2003, when (a) the Administrative Agent shall
have received (i) counterparts of this Amendment that, when taken together, bear
the signatures of the Borrowers, the Subsidiary Loan Parties, the Required
Lenders, Lenders holding a majority in interest of the outstanding Tranche B
Term Loans and Lenders holding a majority in interest of the outstanding Mexico
Term Loans and (ii) the Amendment Fee, (b) the representations and warranties
set forth in Section 19 hereof are true and correct (as set forth on an
officer's certificate delivered to the Administrative Agent), (c) the
Intercreditor Agreement shall have been executed and delivered by all parties
thereto and shall be in full force and effect, (d) the terms and conditions of
the Senior Second Lien Notes and the other Senior Second Lien Note Documents
(including terms and conditions relating to payment, covenants, events of
default, remedies and maturity) shall be reasonably satisfactory to the
Administrative Agent and the Syndication Agent, (e) the Administrative Agent
shall have received a favorable written opinion (addressed to the Administrative
Agent, the Syndication Agent and the Lenders) of counsel to the Borrower, in
form and substance reasonably satisfactory to the Administrative Agent, with
respect to this Amendment, the Subsidiary Borrower and the Intercreditor
Agreement, (f) the Equity Purchaser shall have executed and delivered to the
Administrative Agent a written consent of the Equity Purchaser to this
Amendment, in form and substance reasonably satisfactory to the Administrative
Agent and the Syndication Agent, and such written consent shall be in full force
and effect, and the Administrative Agent shall have received a favorable written
opinion (addressed to the Administrative Agent, the Syndication Agent and the
Lenders) of counsel to the Equity Purchaser, in form and substance reasonably
satisfactory to the Administrative Agent, with respect to such written consent,
(g) the gross cash proceeds from the issuance of the Senior Second Lien Notes
shall not be less than $250,000,000 (or, if the Senior Second Lien Notes are
issued at a discount that is a market discount at the time of issuance thereof,
$250,000,000 less the amount of such discount) and (h) all fees and expenses
required to be paid or reimbursed by the Borrowers pursuant hereto or the Credit
Agreement or otherwise, including all invoiced fees and expenses of counsel to
the Administrative Agent and the Syndication Agent, shall have been paid or
reimbursed, as applicable.
SECTION 22. 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 23. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 24. 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
14
this Amendment by facsimile transmission shall be effective as delivery of a
manually signed counterpart of this Amendment.
SECTION 25. Expenses. The Borrower agrees to reimburse the
Administrative Agent and the Syndication Agent for their out-of-pocket expenses
in connection with this Amendment, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore LLP, counsel for the Syndication Agent.
SECTION 26. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment 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:
Title:
ASPEN INDUSTRIAL, S.A. DE C.V.,
by /s/ Brian E. Johnson
----------------------------------
Name:
Title:
PLIANT CORPORATION INTERNATIONAL,
by /s/ Brian E. Johnson
----------------------------------
Name:
Title:
PLIANT FILM PRODUCTS OF MEXICO, INC.,
by /s/ Brian E. Johnson
----------------------------------
Name:
Title:
PLIANT SOLUTIONS CORPORATION,
by /s/ Brian E. Johnson
----------------------------------
Name:
Title:
PLIANT PACKAGING OF CANADA, LLC,
by /s/ Brian E. Johnson
----------------------------------
Name:
Title:
UNIPLAST HOLDINGS INC.,
by /s/ Brian E. Johnson
----------------------------------
Name:
Title:
UNIPLAST U.S., INC.,
by /s/ Brian E. Johnson
----------------------------------
Name:
Title:
PIERSON INDUSTRIES, INC.,
by /s/ Brian E. Johnson
----------------------------------
Name:
Title:
TUREX, INC.,
by /s/ Brian E. Johnson
----------------------------------
Name:
Title:
UNIPLAST MIDWEST, INC.,
by /s/ Brian E. Johnson
----------------------------------
Name:
Title:
DEUTSCHE BANK TRUST COMPANY
AMERICAS, formerly known as Bankers
Trust Company, individually and as
Administrative Agent,
by /s/ Marco Orlando
----------------------------------
Name: Marco Orlando
Title: Director
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
May 20, 2003
To Approve the Amendment:
Name of Institution IKB INTERNATIONAL S.A.
By: /s/ Stephen Jessett
---------------------------------
Name: Stephen Jessett
Title: Director
by: /s/ Manfred Ziwey
---------------------------------
Name: Manfred Ziwey
Title: Director
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution ERSTE BANK, NEW YORK BRANCH
by: /s/ Gregory T. Aptman
---------------------------------
Name: Gregory T. Aptman
Title: Vice President
by: /s/ Bryan Lynch
---------------------------------
Name: Bryan Lynch
Title: First Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
To Approve the Amendment:
Name of Institution NATEXIS BANQUES POPULAIRES
by: /s/ Joseph A. Miller
---------------------------------
Name: Joseph A. Miller
Title: Assistant Vice President
by: /s/ William J. Burke
---------------------------------
Name: William J. Burke
Title: Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
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/ Elizabeth MacLean
---------------------------------
Name: Elizabeth MacLean
Title: Director
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution Nomura Bond & Loan Fund
by: UFJ Trust Company of New York,
as Trustee
by: Nomura Corporate Research and
Asset Management Inc., as
Attorney in Fact
by: /s/ Elizabeth MacLean
---------------------------------
Name: Elizabeth MacLean
Title: Director
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May ,2003
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
May , 2003
To Approve the Amendment:
Name of Institution ING-ORX 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
May , 2003
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
May 20, 2003
To Approve the Amendment:
Name of Institution MONY Life Insurance Company
by: MONY Capital Management, Inc..,
as Investment Adviser
by: /s/ Suzanne E. Walton
---------------------------------
Name: Suzanne E. Walton
Title: Senior Managing Director
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution Smoky River CDO, L.P.
by: RCB Leveraged Capital, as
Portfolio Advisor
by: /s/ Melissa Marano
---------------------------------
Name: Melissa Marano
Title: Partner
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution HELLER FINANCIAL, INC.
by: /s/ Robert M. Kadlick
---------------------------------
Name: Robert M. Kadlick
Title: Duly Authorized Signatory
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
Name of Institution Van Kampen Senior Income Trust
by: Van Kampen Investment Advisory
Corp.
by: /s/ Darvin D. Pierce
---------------------------------
Name: Darvin D. Pierce
Title: Execu`tive Director
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
Name of Institution Van Kampen Senior Floating Rate Fund
by: Van Kampen Investment Advisory
Corp.
by: /s/ Brad Langs
---------------------------------
Name: Brad Langs
Title: Executive Director
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
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
May 20, 2003
Name of Institution Van Kampen CLO 1, 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
May 20, 2003
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
May , 2003
To Approve the Amendment:
Name of Institution ING Prime Rate Trust.
by: ING Investments, LLC,
as its Investment Manager
by: /s/ Charles E. LeMieux
---------------------------------
Name: Charles E. LeMieux
Title: Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
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
---------------------------------
Name: Charles E. LeMieux
Title: Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
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
---------------------------------
Name: Charles E. LeMieux
Title: Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution Flagship CLO II
by: /s/ Mark S. Pelletier
---------------------------------
Name: Mark S. Pelletier
Title: Director
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution WINGED FOOT FUNDING TRUST
by: /s/ Diana M. Himes
---------------------------------
Name: Diana M. Himes
Title: Authorized Agent
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution OLYMPIC FUNDING TRUST, SERIES 1999-1
by: /s/ Diana M. Himes
---------------------------------
Name: Diana M. Himes
Title: Authorized Agent
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution MUIRFIELD TRADING LLC
by: /s/ Diana M. Himes
---------------------------------
Name: Diana M. Himes
Title: Assistant Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
To Approve the Amendment:
Name of Institution BANK ONE, NA
by: /s/ Mark F. Nelson
---------------------------------
Name: Mark F. Nelson
Title: Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
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
May 20, 2003
To Approve the Amendment:
Name of Institution SEQUILS--Cumberland I, LTD.
by: Deerfield Capital Management LLC,
as Collateral Manager
by: /s/ Mark E. Wittnebel
---------------------------------
Name: Mark E. Wittnebel
Title: Sr. Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
To Approve the Amendment:
Name of Institution Rosemont CLO, LTD.
by: Deerfield Capital Management LLC,
as Collateral Manager
by: /s/ Mark E. Wittnebel
---------------------------------
Name: Mark E. Wittnebel
Title: Sr. Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution BRYN MAWR CLO, LTD.
by: Deerfield Capital Management LLC,
as Collateral Manager
by: /s/ Mark E. Wittnebel
---------------------------------
Name: Mark E. Wittnebel
Title: Sr. Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution National City Bank
by: /s/ Andrew J. Pernsteiner
---------------------------------
Name: Andrew J. Pernsteiner
Title: Account Officer
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution AURUM CLO 2002-1 LTD.
by: Columbia Management Advisors,
Inc. (f/k/a Stein Roe & Farnham
Incorporated), as Investment
Advisor
by: /s/ Kathleen A. Zarn
---------------------------------
Name: Kathleen A. Zarn
Title: Senior Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution Liberty Floating Rate Advantage Fund
by: Columbia Management Advisors,
Inc. (f/k/a Stein Roe & Farnham
Incorporated), as Investment
Advisor
by: /s/ Kathleen A. Zarn
---------------------------------
Name: Kathleen A. Zarn
Title: Senior Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution LCM I Limited Partnership
by: Lyon Capital Management LLC, as
Attorney-in-Fact
by: /s/ Farboud Tavangar
---------------------------------
LYON CAPITAL MANAGEMENT LLC
Name: Farboud Tavangar
Title: Senior Portfolio Manager
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution ALLSTATE LIFE INSURANCE COMPANY
by: /s/ Chris Goergen
---------------------------------
Name: Chris Goergen
Title: Authorized Signatory
by: /s/ Jerry D. Zinkula
---------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution AIMCO CLO SERIES 2001-A
by: /s/ Chris Goergen
---------------------------------
Name: Chris Goergen
Title: Authorized Signatory
by: /s/ Jerry D. Zinkula
---------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution AIMCO CDO Series 2000-A
by: /s/ Chris Goergen
---------------------------------
Name: Chris Goergen
Title: Authorized Signatory
by: /s/ Jerry D. Zinkula
---------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
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
May , 2003
To Approve the Amendment:
Name of Institution FIRSTRUST BANK
By: /s/ Kent D. Nelson
---------------------------------
Name: Kent D. Nelson
Title: SVP
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
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
May , 2003
To Approve the Amendment:
Name of Institution Hanover Square CLO LTD.
by: Blackstone Dept. Advisors L.P.,
as Collateral Manager
by: /s/ Dean T. Criares
---------------------------------
Name: Dean T. Criares
Title: Managing Director
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution SIERRA CLO I, LTD.
by: /s/ John M. Cooperton
---------------------------------
Name: John M. Cooperton
Title: Chief Operating Officer
Centre Pacific LLP
(Manager)
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
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
May , 2003
To Approve the Amendment:
Name of Institution: First Allmerica Financial Life Insurance Company
by: CypressTree Investment Management
Company, Inc., as Attorney-in-
Fact
by: /s/ Jeffrey Megar
---------------------------------
Name: Jeffrey Megar
Title: Principal
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
To Approve the Amendment:
Name of Institution Centurion CDO II, Ltd.
by: American Express Asset Management
Group, Inc. as Collateral Manager
by: /s/ Leanne Stavralds
---------------------------------
Name: Leanne Stavralds
Title: Director - Operations
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
To Approve the Amendment:
Name of Institution Centurion CDO III, Ltd.
by: American Express Asset Management
Group, Inc. as Collateral Manager
by: /s/ Leanne Stavralds
---------------------------------
Name: Leanne Stavralds
Title: Director - Operations
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
To Approve the Amendment:
Sequils - Centurion V, Ltd.
Name of Institution Sequils - Centurion V, Ltd.
by: American Express Asset Management
Group, Inc. as Collateral Manager
by: /s/ Leanne Stavralds
---------------------------------
Name: Leanne Stavralds
Title: Director - Operations
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
To Approve the Amendment:
Name of Institution Centurion CDO VI, Ltd.
by: American Express Asset Management
Group, Inc. as Collateral Manager
by: /s/ Leanne Stavralds
---------------------------------
Name: Leanne Stavralds
Title: Director - Operations
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May 20, 2003
To Approve the Amendment:
Name of Institution Webster Bank
by: /s/ John Gilsenan
---------------------------------
Name: John Gilsenan
Title: Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution SunAmerica Senior Floating Rate Fund, Inc.
by: Stanfield Capital Partners, LLC
as subadvisor
by: /s/ Christopher A. Bondy
---------------------------------
Name: Christopher A. Bondy
Title: Partner
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
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
May , 2003
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
May , 2003
To Approve the Amendment:
Name of Institution Stanfield/RMF Transatlantic 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
May , 2003
To Approve the Amendment
Name of Institution Stanfield Arbitrage CDO, Ltd.
by: Stanfield Capital Partners LLC
as the Collateral Manager
by: /s/ Christopher A. Bondy
---------------------------------
Name: Christopher A. Bondy
Title: Partner
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution Stanfield Carrera CLO, Ltd.
by: Stanfield Capital Partners LLC
as its Asset Manager
by: /s/ Christopher A. Bondy
---------------------------------
Name: Christopher A. Bondy
Title: Partner
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
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
May , 2003
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
May , 2003
To Approve the Amendment:
Name of Institution GALAXY CLO 1999-1 Ltd.
by: /s/ W. Jeffrey Baxter
---------------------------------
Name: W. Jeffrey Baxter
Title: Authorized Agent
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution Brant Point II CBO 2001 LTD, as Term Leader
by: Sankaty Advisors, LLC
As Collateral Manager
by: /s/ Diane J. Exter
---------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution Great Point CLO 1999-1 LTD, as Term Lender
by: Sankaty Advisors, LLC
as Collateral Manager
by: /s/ Diane J. Exter
---------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution Race Point CLO, Limited, as Term Lender
by: Sankaty Advisors, LLC
as Collateral Manager
by: /s/ Diane J. Exter
---------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution Race Point II CLO, Limited, as Term Lender
by: Sankaty Advisors, LLC
as Collateral Manager
by: /s/ Diane J. Exter
---------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
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
May , 2003
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
May , 2003
To Approve the Amendment:
Name of Institution Castle Hill I - INGOTS, Ltd., as Term Lender
by: Sankaty Advisors, LLC
as Collateral Manager
by: /s/ Diane J. Exter
---------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution Castle Hill II - INGOTS, Ltd., as Term Lender
by: Sankaty Advisors, LLC
as Collateral Manager
by: /s/ Diane J. Exter
---------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution HARBOUR TOWN FUNDING TRUST
by: /s/ Ann E. Morris
---------------------------------
Name: Ann E. Morris
Title: Authorized Agent
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution HARBOUR TOWN FUNDING LLC
by: /s/ Ann E. Morris
---------------------------------
Name: Ann E. Morris
Title: Asst Vice President
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
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
May , 2003
To Approve the Amendment:
Name of Institution OAK HILL CREDIT PARTNERS I, LIMITED
by: Oak Hill CLO Management I, LLC
Its Investment Manager
by: /s/ Scott D. Krase
---------------------------------
Name: Scott D. Krase
Title: Authorized Signatory
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
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
May , 2003
To Approve the Amendment:
Name of Institution OAK HILL CREDIT PARTNERS II, LIMITED
by: Oak Hill CLO Management II, LLC
as Investment Manager
by:
---------------------------------
Name: Scott D. Krase
Title: Authorized Signatory
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
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
May , 2003
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
May , 2003
To Approve the Amendment:
Name of Institution KATONAH II, LTD.
By: /s/ Ralph Della Rocca
---------------------------------
Name: Ralph Della Rocca
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution KATONAH III, 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
May , 2003
To Approve the Amendment:
Name of Institution KATONAH IV, 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
May , 2003
To Approve the Amendment:
Name of Institution KATONAH V, 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
May , 2003
To Approve the Amendment:
Name of Institution THE BANK OF NOVA SCOTIA
By: /s/ Mark Sparrow
---------------------------------
Name: Mark Sparrow
Title: Director
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution D25 Maplewood (Cayman) GIA - Long Term Pool
by: David L. Babson & Co., Inc.
as Collateral Manager
by: /s/ Glenn P. Duffy
---------------------------------
Name: Glenn P. Duffy, CFA
Title: Managing Director
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution OCTAGON INVESTMENT PARTNERS II, LLC
by: Octagon Credit Investors, LLC
as its investment manager
By: /s/ Michael B. Nechamkin
---------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
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
May , 2003
To Approve the Amendment:
Name of Institution OCTAGON INVESTMENT PARTNERS IV, LTD.
by: Octagon Creditor Investors, LLC
as collateral manager
by: /s/ Michael B. Nechamkin
---------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution OCTAGON INVESTMENT PARTNERS V, 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
May , 2003
To Approve the Amendment:
Name of Institution KZH CYPRESSTREE-1 LLC
By: /s/ Susan Lee
---------------------------------
Name: Susan Lee
Title: Authorized Agent
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution KZH ING-2 LLC
By: /s/ Susan Lee
---------------------------------
Name: Susan Lee
Title: Authorized Agent
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution KZH SOLEIL LLC
By: /s/ Susan Lee
---------------------------------
Name: Susan Lee
Title: Authorized Agent
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution KZH STERLING LLC
By: /s/ Susan Lee
---------------------------------
Name: Susan Lee
Title: Authorized Agent
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution KZH SOLEIL-2 LLC
By: /s/ Susan Lee
---------------------------------
Name: Susan Lee
Title: Authorized Agent
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
May , 2003
To Approve the Amendment:
Name of Institution Wells Fargo Bank, National Association
By: /s/ Tyler G. Harvey
---------------------------------
Name: Tyler G. Harvey
Title: Vice President