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