CONFORMED COPY

 

 

AMENDMENT No. 4 dated as of September 30, 2002 (this “Amendment”), to the Credit Agreement dated as of September 30, 1997, as Amended and Restated as of May 31, 2000 (as so amended and restated and as further amended by Amendment No. 1 thereto dated September 30, 2000, Amendment No. 2 thereto dated July 10, 2001, and Amendment No. 3 thereto dated April 2, 2002, 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”), DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Syndication Agent, and THE BANK OF NOVA SCOTIA, as Documentation Agent.

 

A. 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.

 

SECTION 1. Amendments to Section 1.01. (a) Section 1.01 of the Credit Agreement is hereby amended by deleting in their entirety the definitions of the following terms:

 

 

 

 

 

 

 

(b)  The definition of “Applicable Rate” is hereby amended by replacing in its entirety the table set forth in the definition as follows:

Leverage Ratio		ABR Spread		Eurodollar Spread		Commitment Fee Rate
Category 1 Greater than or equal to 5.50 to 1.00		2.50%		3.50%		0.750%
Category 2 Less than 5.50 to 1 but greater than or equal to 5.00 to 1.00		2.50%		3.50%		0.625%
Category 3 Less than 5.00 to 1.00 but greater than or equal to 4.25 to 1.00		2.00%		3.00%		0.500%
Category 4 Less than 4.25 to 1.00		1.75%		2.75%		0.500%

 

(c)    The definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

“Permitted Acquisition” means any acquisition by the Borrower or a Restricted Subsidiary of the Borrower of all or substantially all the assets of, or all the shares of capital stock of or other equity interests in, a Person or a division, line of business or other business unit of a Person if (a) no Default has occurred and is continuing or would result therefrom, (b) all transactions related thereto are consummated in all material respects in accordance with applicable laws, (c) immediately after giving effect thereto, each Subsidiary formed for the purpose of or resulting from such acquisition shall be a Restricted Subsidiary and all the capital stock of each such Subsidiary shall be owned directly by the Borrower or a Restricted Subsidiary of the Borrower and all actions required to be taken with respect to such acquired or newly formed Subsidiary under Sections 5.12 and 5.13 have been taken, (d) the Borrower and its Restricted Subsidiaries are in compliance with the covenant contained in Section 6.13, (e) on a pro forma basis after giving effect to such acquisition, (1) the Borrower and its Restricted Subsidiaries are in compliance with the covenant contained in Section 6.15 and (2) the Leverage Ratio is less than 4.00 to 1.00, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms, and assuming that any Revolving Loans borrowed in connection with such acquisition are repaid with excess cash balances when available) had occurred on the first day of each relevant period for testing such compliance and (f) the Borrower has delivered to the Administrative Agent an officer’s certificate to the effect set forth in clauses (a), (b), (c), (d) and (e) above, together with all relevant financial information for the Person or assets to be acquired. Notwithstanding the foregoing, each of the Uniplast Acquisition, the Decora Acquisition and the Roll-O Sheets Acquisition is a Permitted Acquisition for purposes of this Agreement.

 

(d)    The definition of “Restricted Payment” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following sentence at the end of such definition:

 

For the avoidance of doubt, the receipt by the Borrower of shares of its capital stock in settlement of any claim made by the Borrower pursuant to the Uniplast Purchase Agreement as in effect on June 15, 2001, shall not be a Restricted Payment.

(e)    The definition of “Tranche B Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

“Tranche B Rate” means (a) if the Leverage Ratio is greater than or equal to 4.25 to 1.00 (i) 4.25% per annum, in the case of a Eurodollar Loan, and (ii) 3.25% per annum, in the case of an ABR Loan, or (b) if the Leverage Ratio is less than 4.25 to 1.00 (i) 4.00% per annum, in the case of a Eurodollar Loan, and (ii) 3.00% per annum, in the case of an ABR Loan.

 

(f)    Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order, to read as follows:

 

“Adjusted Leverage Ratio” means, on any date, the ratio of (a) Total Debt as of such date after giving effect to any Restricted Payments made on such date or anticipated to be made in connection with the calculation of the Adjusted Leverage Ratio on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended, all determined on a consolidated basis in accordance with GAAP.

 

“Roll-O Sheets Acquisition” means the acquisition by the Borrower of all or substantially all the assets of Roll-O Sheets Canada Limited on August 15, 2002, for a cash purchase price not to exceed CD$2,500,000.

 

SECTION 2. Amendment to Section 2.21. Section 2.21 of the Credit Agreement is hereby deleted in its entirety.

 

SECTION 3. Amendment to Section 5.11. Section 5.11 of the Credit Agreement is hereby amended by (i) deleting the words “(other than the Incremental Tranche B Term Loans)” after the text “proceeds of the Term Loans” in the first sentence of such section and (ii) deleting the sentence “The proceeds of the Incremental Tranche B Term Loans will be used solely for Permitted Acquisitions” after the text “pursuant to the Debt Tender Offer” in the second sentence of such section.

 

SECTION 4. Amendment to Section 6.05. Section 6.05(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

(i)    investments in Joint Ventures and Unrestricted Subsidiaries (A) existing on November 6, 2002, and set forth in Schedule 6.05(i)(A) and (B) in an aggregate amount, on a cumulative basis subsequent to November 6, 2002, not exceeding the sum of (x) $1,500,000 and (y) if the Leverage Ratio as of the last day of the most recently ended fiscal quarter is less than 4.00 to 1.00, $3,500,000 (it being understood and agreed that no Default or Event of Default shall be deemed to have occurred solely due to an increase in the Leverage Ratio subsequent to the date of any investment made in reliance on this clause (y)), provided that (A) if an Unrestricted Subsidiary is declared to be a Restricted Subsidiary, compliance with the foregoing limitations shall thereafter be determined as though such Subsidiary had never been an Unrestricted Subsidiary, (B) for purposes of determining compliance with the foregoing limitations, any Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness or other monetary obligations of a Joint Venture or Unrestricted Subsidiary shall be deemed to constitute an investment therein in an amount equal to the Indebtedness or other monetary obligations so Guaranteed and (C) commencing on November 6, 2002, prior to making any investment pursuant

 

to clause (y) above, the Borrower shall have delivered to the Administrative Agent an officer’s certificate certifying as to the Leverage Ratio on such date.

 

SECTION 5. Amendment to Section 6.09. The table set forth in Section 6.09(a) of the Credit Agreement is hereby deleted and replaced in its entirety as follows:

 

Year Ending December 31		Amount
2002		$	5,000,000
2003		$	5,000,000
2004 and each fiscal year thereafter		$	5,000,000

 

provided that (x) commencing with fiscal year 2003, the Adjusted Leverage Ratio is less than 5.00 to 1:00; and (y) commencing with fiscal year 2004, if the Adjusted Leverage Ratio is (A) less than 4.50 to 1.00, the Borrower may make Restricted Payments pursuant to this clause (iv) in an amount not to exceed $10,000,000 in any fiscal year and (B) less than 4.00 to 1.00 the Borrower may make Restricted Payments pursuant to this clause (iv) in an amount not to exceed $18,000,000 in any fiscal year (it being understood and agreed that no Default or Event of Default shall be deemed to have occurred solely due to an increase in the Adjusted Leverage Ratio subsequent to the date of any Restricted Payment made in reliance on this clause (y)), provided, further that commencing on November 6, 2002, prior to making any Restricted Payments pursuant to this clause (iv), the Borrower shall have delivered to the Administrative Agent an officer’s certificate certifying as to the Adjusted Leverage Ratio on the relevant date.

 

SECTION 6. Amendment to Section 6.13. Section 6.13(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

(a) The Borrower will not make, and will not permit its Restricted Subsidiaries to make, Capital Expenditures other than Capital Expenditures made by the Borrower and its Restricted Subsidiaries in any fiscal year of the Borrower in an aggregate amount not exceeding (i) $30,000,000 in fiscal years 2003 and 2004 and (ii) $40,000,000 in each fiscal year thereafter (the “Permitted Amount”) plus, for each fiscal year commencing with fiscal year 2005, an amount equal to 50% of the excess, if any, of the Permitted Amount for the immediately preceding fiscal year over the aggregate amount of Capital Expenditures made in the immediately preceding fiscal year. The foregoing limitations shall not apply to (x) expenditures with proceeds resulting from sales of assets or capital stock or equity issuances or from casualty or condemnation events, in each case to the extent such expenditures are permitted under this Agreement and (y) Permitted Acquisitions.

 

SECTION 7. Amendment to Section 6.14. The table set forth in Section 6.14 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

Period		Ratio
July 1, 2002 through September 30, 2002		5.50 to 1.00
October 1, 2002 through December 31, 2002		6.10 to 1.00
January 1, 2003 through March 31, 2003		6.10 to 1.00
April 1, 2003 through June 30, 2003		6.00 to 1.00
July 1, 2003 through September 30, 2003		5.50 to 1.00
October 1, 2003 through December 31, 2003		5.50 to 1.00
January 1, 2004 through March 31, 2004		4.75 to 1.00
April 1, 2004 through June 30, 2004		4.75 to 1.00
July 1, 2004 through September 30, 2004		4.50 to 1.00
October 1, 2004 through December 31, 2004		4.50 to 1.00
January 1, 2005 and thereafter		4.00 to 1.00

 

SECTION 8. Amendment to Section 6.15. The table set forth in Section 6.15 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

Period		Ratio
July 1, 2002 through September 30, 2002		1.75 to 1.00
October 1, 2002 through December 31, 2002		1.60 to 1.00
January 1, 2003 through March 31, 2003		1.60 to 1.00
April 1, 2003 through June 30, 2003		1.65 to 1.00
July 1, 2003 through September 30, 2003		1.70 to 1.00
October 1, 2003 through December 31, 2003		1.75 to 1.00
January 1, 2004 through March 31, 2004		1.75 to 1.00
April 1, 2004 through June 30, 2004		1.90 to 1.00
July 1, 2004 through September 30, 2004		1.90 to 1.00
October 1, 2004 through December 31, 2004		2.00 to 1.00
January 1, 2005 and thereafter		2.25 to 1.00

 

SECTION 9. 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 10. 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 November 6, 2002, an amendment fee (the “Amendment Fee”) of 25 basis points on the aggregate amount of the Commitments and outstanding Loans of such Lender.

 

SECTION 11. Conditions to Effectiveness. This Amendment shall become effective as of September 30, 2002, when (a) the Administrative Agent shall have received (i) counterparts of this Amendment that, when taken together, bear the signatures of the Borrowers and the Required Lenders and (ii) the Amendment Fee, (b) the representations and warranties set forth in Section 9 hereof are true and correct (as set forth on an officer’s certificate delivered to the Administrative Agent) and (c) all fees and expenses required to be paid or reimbursed by the Borrowers pursuant hereto, the Credit Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent, shall have been paid or reimbursed, as applicable.

 

SECTION 12. 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 13. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

SECTION 14. 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 15. Expenses. The Borrower agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent.

 

SECTION 16. 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 Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

 

PLIANT CORPORATION, formerly known as Huntsman Packaging Corporation,
By:		/S/    BRIAN E. JOHNSON
		Name:    Brian E. Johnson Title:    Executive V.P. and CFO

ASPEN INDUSTRIAL, S.A. DE C.V.,
By:		/S/    BRIAN E. JOHNSON
		Name:    Brian E. Johnson Title:    Executive V.P. and Treasurer

 

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

 

 

To Approve the Amendment:

 

Name of Institution						JPMORGAN CHASE BANK
						By:		/s/    PETER A. DEDOUSIS
								Name: Peter A. Dedousis
								Title: Managing Director

 

 

To Approve the Amendment:

 

Name of Institution						THE BANK OF NOVA SCOTIA
						By:		/S/    N. BELL
								Name: N. Bell
								Title: Senior Manager

 

 

To Approve the Amendment:

 

Name of Institution						DEUTSCHE BANK TRUST COMPANY AMERICAS
						By:		/S/    M.A. ORLANDO
								Name: Marco Orlando
								Title: Director

 

 

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

 

 

To Approve the Amendment:

 

Name of Institution						WELLS FARGO BANK, N.A.
						By:		/S/    TYLER G. HARVEY
								Name: Tyler G. Harvey
								Title: V.P.

 

 

To Approve the Amendment:

 

Name of Institution						U.S. BANK NATIONAL ASSOCIATION
						By:		/S/    SCOTT J. BELL
								Name: Scott J. Bell Title: Vice President

 

To Approve the Amendment:

 

Name of Institution						THE BANK OF NEW YORK
						By:		/S/    MARK D. WRIGLEY
								Name: Mark D. Wrigley Title: Vice President

 

To Approve the Amendment:

 

Name of Institution						BANK ONE, NA
						By:		/S/    MARK F. NELSON
								Name: Mark F. Nelson Title: Vice President

 

To Approve the Amendment:

 

Name of Institution						WACHOVIA BANK, N.A.
						By:		/S/    MEG BEVERIDGE
								Name: Meg Beveridge Title: Vice President

 

To Approve the Amendment:

 

Name of Institution						NATIONAL CITY BANK
						By:		/S/    ANDREW J. PERNSTEINER
								Name: Andrew J. Pernsteiner Title: Account Officer

 

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: Vice President

 

To Approve the Amendment:

 

Name of Institution						THE MITSUBISHI TRUST AND BANKING CORPORATION
						By:		/S/    YASUSHI ISHIKAWA
								Name:Yasushi Ishikawa Title: Senior Vice President

 

To Approve the Amendment:

 

Name of Institution						NATEXIS BANQUES POPULAIRES
						By:		/S/    FRANK H. MADDEN, JR.
								Name: Frank H. Madden, Jr. Title: Vice President & Group Manager
						By:		/S/    CHRISTIAN GIORDANO
								Name: Christian Giordano Title: Vice President

 

 

To Approve the Amendment:

 

Name of Institution						ERSTE BANK
						By:		/S/    BRANDON A. MEYERSON
								Name:    Brandon A. Meyerson Title:    Vice President Erste Bank New York Branch
						By:		/S/    JOHN S. RUNNION
								Name:    John S. Runnion Title:    Managing Director Erste Bank New York Branch

 

 

To Approve the Amendment:

 

Name of Institution						MIZUHO CORPORATE BANK, LTD.
						By:		/S/    MASAHITO FUKUDA
								Name:    Masahito Fukuda Title:    Senior Vice President & Group Head

 

 

To Approve the Amendment:

 

Name Of Institution						ZIONS FIRST NATIONAL BANK
						By:		/S/    JIM C. STANCHFIELD
								Name: Jim C. Stanchfield Title: Vice President

 

 

To Approve the Amendment:

 

Name of Institution						OAK HILL CREDIT PARTNERS I, LIMITED,
						By:		OAK HILL CLO MANAGEMENT I, LLC,         as Investment Manager
						By:		/s/    SCOTT D. KRASE
								Name: Scott D. Krase Title: Authorized Signatory

 

 

To Approve the Amendment:

 

Name of Institution						FIRSTRUST BANK
						By:		/S/    BRYAN T. DENNEY
								Name: Bryan T. Denney Title: Vice President

 

 

To Approve the Amendment:

 

Name of Institution						WEBSTER BANK
						By:		/S/    JOHN GILSENAN
								Name: John Gilsenan Title: Vice President

 

 

 

 

To Approve the Amendment:

 

Name of Institution						IKB DEUTSCHE INDUSTRIEBANK AG Luxembourg Branch
						By:		/S/    STEPHEN JESSETT
								Name: Stephen Jessett Title: Director
						By:		/S/
								Name: Dr. Frank Schaum Title: Head of Structured Finance

 

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

 

 

To Approve the Amendment:

 

Name of Institution						AIMCO CLO SERIES 2001-A
						By:		/s/    CHRIS GOERGEN         Chris Goergen
								Title: Authorized Signatory

						By:		/S/    JERRY D. ZINKULA
								Name: Jerry D. Zinkula Title: Authorized Signatory

 

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

 

 

To Approve the Amendment:

 

Name of Institution				CENTURION CDO II, LTD.
				By:		American Express Asset Management Group Inc. as Collateral Manager
				By:		/S/    STEVEN B. STAVER          Name:    Steven B. Staver Title:    Managing Director

 

 

 

 

 

To Approve the Amendment:

 

Name of Institution						CENTURION CDO VI, LTD.,
						By:		American Express Asset Management Group Inc. as Collateral Manager
						By:		/S/    STEVEN B. STAVER
								Name:    Steven B. Staver Title: Managing Director

 

To Approve the Amendment:

 

Name of Institution						KZH CYPRESSTREE-1 LLC
						By:		/S/    JOYCE FRASER-BRYANT
								Name:    Joyce Fraser-Bryant Title:    Authorized Agent

 

To Approve the Amendment:

 

Name of Institution						KZH ING-2 LLC
						By:		/S/    JOYCE FRASER-BRYANT
								Name: Joyce Fraser-Bryant Title: Authorized Agent

 

To Approve the Amendment:

 

Name of Institution						KZH STERLING LLC
						By:		/S/    JOYCE FRASER-BRYANT
								Name: Joyce Fraser-Bryant Title: Authorized Agent

 

To Approve the Amendment:

 

Name of Institution						SEQUILS-CENTURION V. LTD.
						By:		American Express Asset Management Group Inc. as Collateral Manager
						By:		/S/    STEVEN B. STAVER
								Name: Steven B. Staver Title: Managing Director

 

To Approve the Amendment:

 

Name of Institution						SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill I—Ingots, Ltd., as Term Lender
						By:		/S/    DIANE J. EXTER
								Name: Diane J. Exter Title: Managing Director Portfolio Manager

 

To Approve the Amendment:

 

Name of Institution						SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill II—Ingots, Ltd., as Term Lender
						By:		/S/    DIANE J. EXTER
								Name: Diane J. Exter Title: Managing Director Portfolio Manager

 

To Approve the Amendment:

 

Name of Institution						SANKATY ADVISORS, LLC, as Collateral Manager for Great Point CLO 1999-1 Ltd., as Term Lender
						By:		/S/    DIANE J. EXTER
								Name: Diane J. Exter Title: Managing Director Portfolio Manager

 

To Approve the Amendment:

 

Name of Institution						HARBOUR TOWN FUNDING TRUST
						By:		/S/    ANN E. MORRIS
								Name: Ann E. Morris Title: Authorized Agent

 

To Approve the Amendment:

 

Name of Institution						HARBOUR TOWN FUNDING LLC
						By:		/S/    ANN E. MORRIS
								Name: Ann E. Morris Title: Asst. Vice President

 

 

To Approve the Amendment:

 

Name of Institution						SANKATY ADVISORS, LLC, as Collateral Manager for Race Point CLO, Limited, as Term Lender Company Name
						By:		/S/    DIANE J. EXTER
								Name: Diane J. Exter
								Title: Managing Director
								Portfolio Manager

 

 

 

To Approve the Amendment:

 

Name of Institution						SANKATY ADVISORS, LLC, as Collateral Manager for Brant Point II CBO 2000-1 LTD, as Term Lender
						By:		/S/    DIANE J. EXTER
								Name: Diane J. Exter
								Title: Managing Director
								Portfolio Manager

 

 

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

 

 

To Approve the Amendment:

 

Name of Institution						CARLYLE HIGH YIELD PARTNERS II, LTD.,
						By:		/s/    LINDA PACE
								Name: Linda Pace
								Title: Principal

 

 

To Approve the Amendment:

 

Name of Institution						CARLYLE HIGH YIELD PARTNERS IV, LTD.,
						By:		/s/    LINDA PACE
								Name: Linda Pace
								Title: Principal

 

 

To Approve the Amendment:

 

Name of Institution						SIERRA CLO I,
						By:		/s/    JOHN M. CASPARIAN
								Name: John M. Casparian
								Title: Chief Operating Officer
								Centre Pacific LLP (Manager)

 

 

 

To Approve the Amendment:

 

Name of Institution						WINGED FOOT FUNDING TRUST,
						By:		/s/    ANN E. MORRIS
								Name: Ann E. Morris
								Title: Authorized Agent

 

 

To Approve the Amendment:

 

Name of Institution						LCM I LIMITED PARTNERSHIP,
						By:		Lyon Capital Management LLC, as Attorney-in-Fact
						By:		/s/    FARBOUD TAVANGAR
								Name: Farboud Tavangar
								Title: Senior Portfolio Manager

 

 

 

To Approve the Amendment:

 

Name of Institution						CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.,
						As:		Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio Manager
						By:		/s/    MICHAEL ASHTON
								Name: Michael Ashton
								Title: Principal

 

 

 

To Approve the Amendment:

 

Name of Institution						CYPRESSTREE INVESTMENT PARTNERS I, LTD.
						By:		CypressTree Investment Management Company, Inc., as Portfolio Manager
						By:		/s/    MICHAEL ASHTON
								Name: Michael Ashton
								Title: Principal

 

 

To Approve the Amendment:

 

Name of Institution						BRYN MAWR CLO, LTD.,
						By:		Deerfield Capital Management LLC, as its
								Collateral Manager
						By:		/S/    MARK E. WITTNEBEL
								Name: Mark E. Wittnebel Title: Senior Vice President

 

To Approve the Amendment:

 

Name of Institution						ROSEMONT CLO, LTD.,
						By:		Deerfield Capital Management LLC, as its
								Collateral Manager
						By:		/S/    MARK E. WITTNEBEL
						Name: Mark E. Wittnebel Title: Senior Vice President

 

To Approve the Amendment:

 

Name of Institution						MUIRFIELD TRADING LLC,
						By:		/S/    ANN E. MORRIS
								Name: Ann E. Morris Title: Assistant Vice President

 

To Approve the Amendment:

 

Name of Institution						OLYMPIC FUNDING TRUST, SERIES 1999-1,
						By:		/S/    ANN E. MORRIS
								Name: Ann E. Morris Title: Authorized Agent

 

To Approve the Amendment:

 

Name of Institution						SEQUILS-CUMBERLAND I, LTD.,
						By:		Deerfield Capital Management LLC as its Collateral
								Manager
						By:		/S/    MARK E. WITTNEBEL
								Name: Mark E. Wittnebel Title: Senior Vice President

 

To Approve the Amendment:

 

Name of Institution						FLAGSHIP CLO II,
						By: Flagship Capital Management
						By:		/S/    MARK S. PELLETIER
								Name: Mark S. Pelletier Title: Director

 

To Approve the Amendment:

 

Name of Institution						HELLER FINANCIAL, INC.
						By:		/S/    ROBERT M. KADLICK
								Name:    Robert M. Kadlick Title:    Duly Authorized Signatory

 

 

To Approve the Amendment:

 

Name of Institution						PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.,
						By:		HVB Credit Advisors LLC
						By:		/S/    THOMAS L. MOWAT
								Name:    Thomas L. Mowat Title:    Director
						By:		/S/    ELIZABETH TALLMADGE
								Name:    Elizabeth Tallmadge Title:    Managing Director Chief Investment Officer

 

 

To Approve the Amendment:

 

Name of Institution				SMOKY RIVER CDO, L.P.,
				By:		RBC Leveraged Capital as Portfolio Advisor
				By:		/S/    MELISSA MARANO          Name:    Melissa Marano Title:     Director

 

 

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 & Portfolio Manager

 

 

To Approve the Amendment:

 

Name of Institution				ING-ORYX CLO, LTD.
				By:		ING CAPITAL ADVISORS LLC, as Collateral Manager
				By:		/S/    GORDON COOK          Name:    Gordon Cook Title:    Senior Vice President & Portfolio Manager

 

 

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 & Portfolio Manager

 

 

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

 

 

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

 

To Approve the Amendment:

 

Name of Institution						MAPLEWOOD (CAYMAN) LIMITED,
						By:   David L. Babson & Company Inc., under delegated         authority from Massachusetts Mutual Life Insurance         Company as Investment Manager
						By:		/S/    GLENN DUFFY
								Name: Glenn Duffy Title: Managing Director

 

 

To Approve the Amendment:

 

Name of Institution						MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
						By:		David L. Babson & Company Inc.,
								as Investment Adviser
						By:		/S/    Glenn Duffy
								Name: Glenn Duffy Title: Managing Director

 

 

 

To Approve the Amendment:

 

Name of Institution						METROPOLITAN LIFE INSURANCE COMPANY,
						By:		/s/    JAMES R. DINGLER
								Name:    James R. Dingler
								Title:    Director

 

 

 

To Approve the Amendment:

 

Name of Institution						MONY CAPITAL MANAGEMENT INC.,
						By:		/s/    LEONARD MAZLISH
								Name:    Leonard Mazlish
								Title:    Senior Managing Director

 

 

 

To Approve the Amendment:

 

Name of Institution						MORGAN STANLEY PRIME INCOME TRUST,
						By:		/s/    SHEILA A. FINNERTY
								Name:    Sheila A. Finnerty
								Title:    Executive Director

 

 

 

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. Attorney-in-Fact
						By:		/s/    ELIZABETH MACLEAN
								Name:    Elizabeth MacLean
								Title:    Vice President

 

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: Vice President

 

 

To Approve the Amendment:

 

Name of Institution						OAK HILL SECURITIES FUND II, L.P.
						By:		Oak Hill Securities GenPar II, L.P. its General Partner
						By:		Oak Hill Securities MGP II, Inc., its General Partner
						By:		/S/    SCOTT D. KRASE         Name:    Scott D. Krase Title:    Vice President

 

 

 

 

 

To Approve the Amendment:

 

 

Name of Institution						OCTAGON INVESTMENT PARTNERS II, LLC,
						By:		Octagon Credit Investors, LLC as sub-investment manager
						By:		/S/    MICHAEL B. NECHAMKIN
								Name: Michael B. Nechamkin
								Title: Portfolio Manager

 

 

 

 

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

 

 

 

 

To Approve the Amendment:

 

Name of Institution						OCTAGON INVESTMENT PARTNERS IV, LTD.,
						By:		OCTAGON CREDIT INVESTORS, LLC, as Collateral Manager
						By:		/S/    MICHAEL B. NECHAMKIN         Name:     Michael B. Nechamkin Title:    Portfolio Manager

 

 

 

To Approve the Amendment:

 

Name of Institution						OCTAGON INVESTMENT PARTNERS IV, LTD.,
						By:		OCTAGON CREDIT INVESTORS, LLC, as Portfolio Manager
						By:		/S/    MICHAEL B. NECHAMKIN         Name:     Michael B. Nechamkin Title:    Portfolio Manager

 

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, CFA Title:    Vice President

 

 

 

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, CFA Title:    Vice President

 

 

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, CFA Title:    Vice President

 

 

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

 

 

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

 

 

To Approve the Amendment:

 

Name of Institution				STANFIELD ARBITRAGE CDO, LTD.,
				By:		STANFIELD CAPITAL PARTNERS LLC, as its Collateral Manager
				By:		/S/    CHRISTOPHER A. BONDY          Name:    Christopher A. Bondy Title:    Partner

 

 

 

To Approve the Amendment:

 

Name of Institution						STANFIELD CARRERA CLO, LTD.,
						By:		STANFIELD CAPITAL PARTNERS LLC, as its Interim Asset Manager
						By:		/S/    CHRISTOPHER A. BONDY         Name:     Christopher A. Bondy Title:    Partner

 

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

 

 

 

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

 

 

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

 

 

 

To Approve the Amendment:

 

Name of Institution						AURUM CLO 2002-1 LTD.,
						by:		STEIN ROE & FARNHAM INCORPORATED,
								as Investment Manager
						by:		/S/    JAMES R. FELLOWS
								Name:    James R. Fellows
								Title:    Sr. Vice President & Portfolio
								Manager

 

To Approve the Amendment:

 

Name of Institution						LIBERTY FLOATING RATE ADVANTAGE FUND,
						By:		STEIN ROE & FARNHAM INCORPORATED, as Advisor
						By:		/S/    JAMES R. FELLOWS       Name:    James R. Fellows Title:    Sr. Vice President & Portfolio Manager

 

 

To Approve the Amendment:						GALAXY CLO 1999-1 LTD.,
Name of Institution						By:		/S/    W. JEFFREY BAXTER
								Name:    W. Jeffrey Baxter Title:    Authorized Agent

 

 

 

To Approve the Amendment:
Name of Institution						KZH SOLEIL LLC
						By:		/s/    Joyce Fraser-Bryant
								Name:    Joyce Fraser-Bryant Title:    Authorized Agent

 

To Approve the Amendment:
Name of Institution						KZH SOLEIL-2 LLC
						By:		/S/    JOYCE FRASER-BRYANT
								Name:    Joyce Fraser-Bryant Title:    Authorized Agent

 

To Approve the Amendment:

 

Name of Institution						VAN KAMPEN CLO I, LIMITED,
						By:		Van Kampen Investment Advisory Corp., as Collateral Manager
						By:		/S/    SEAN B. KELLEY         Name:    Sean B. Kelley Title:    Vice President

 

 

To Approve the Amendment:

 

Name of Institution						VAN KAMPEN CLO II, LIMITED,
						By:		Van Kampen Investment Advisory Corp., as Collateral Manager
						By:		/S/    SEAN B. KELLEY     Name:    Sean B. Kelley Title:    Vice President

 

To Approve the Amendment:

 

Name of Institution						VAN KAMPEN PRIME RATE INCOME TRUST,
						By:		Van Kampen Investment Advisory Corp.
						By:		/S/    CHRISTINA JAMIESON         Name:    Christina Jamieson Title:    Vice President

 

To Approve the Amendment:

 

Name of Institution						VAN KAMPEN SENIOR FLOATING RATE FUND,
						By:		Van Kampen Investment Advisory Corp.
						By:		/S/    DARVIN D. PIERCE Name:    Darvin D. Pierce Title:    Executive Director

 

 

To Approve the Amendment:

 

Name of Institution						VAN KAMPEN SENIOR INCOME TRUST,
						By:		Van Kampen Investment Advisory Corp.
						By:		/S/    CHRISTINA JAMIESON         Name:    Christina Jamieson Title:    Vice President

 

 

CREDIT AGREEMENT

 

Amendment No. 4

November 6, 2002

 

 

Pliant Investment, Inc.		$	5,300,0001
Alliant Company, LLC		$	375,0002

 

¹Investment in Pliant Investment , Inc. by Pliant Corporation.

 

² Investment in Alliant Company, LLC by Pliant Investment, Inc., an Unrestricted Subsidiary.