EXHIBIT 10.1
EXECUTION COPY
SECOND AMENDMENT
SECOND AMENDMENT dated as of May 2, 2003 (this "Amendment"),
to the CREDIT AGREEMENT, dated as of December 20, 2001 (as amended, the "Credit
Agreement"), among XXXXXXX & XXXXXX PRODUCTS CO., a Delaware corporation (the
"Company"), XXXXXXX & XXXXXX CANADA INC., a Canadian corporation, XXXXXXX &
XXXXXX PLASTICS, LTD., a Canadian corporation, XXXXXXX & XXXXXX CORPORATION, a
Delaware corporation ("Holdings"), the financial institutions parties thereto
(the "Lenders"), CREDIT SUISSE FIRST BOSTON, as syndication agent, DEUTSCHE BANK
SECURITIES INC. (formerly known as DEUTSCHE BANC ALEX. XXXXX INC.) and XXXXXXX
XXXXX CAPITAL CORPORATION, as co-documentation agents, JPMORGAN CHASE BANK, a
New York banking corporation ("JPMorgan Chase Bank"), as administrative agent
(in such capacity, the "Administrative Agent"), and X.X. XXXXXX BANK CANADA, a
Canadian chartered bank, as Canadian administrative agent.
WHEREAS pursuant to the Credit Agreement, the Lenders have
agreed to make certain loans to the Borrowers; and
WHEREAS the Company has requested that certain provisions of
the Credit Agreement be modified in the manner provided for in this Amendment,
and the Lenders are willing to agree to such modifications as provided for in
this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used and not defined
herein shall have the meanings given to them in the Credit Agreement, as amended
hereby.
2. Amendments to Section 1.01. (a) The definition of
"Applicable Margin" is hereby amended by adding the following at the end
thereof:
"Notwithstanding the foregoing, if at any time the Leverage Ratio as of
the last day of Holdings' fiscal quarter most recently ended is greater
than 3.50:1.00 or 4.00:1.00, the Applicable Margin with respect to
Tranche B Loans shall be increased by 0.25% and 0.50%, respectively."
(b) The definition of "Dollar Equivalent Amount" is hereby amended by
deleting "and" after clause (ii) thereof and adding a comma in its place and by
adding the following after clause (iii) thereof:
"and (iv) any Letter of Credit denominated in a Foreign Currency, the
equivalent amount in dollars of such Letter of Credit, as determined by
the Administrative Agent using the Exchange Rate"
(c) The definition of "EBITDA" is hereby amended by deleting "and"
after clause (xiv) thereof and by adding the following after clause (xv) thereof
and immediately before the proviso:
"and (xvi) to the extent reducing income from continuing and
discontinued operations, costs directly related to the closing of the
former corporate headquarters in Charlotte,
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N.C., the downsizing of the Xxxx, Reddich and other European operations
and the out-sourcing of the Company's transportation and fulfillment
department operations, provided that the amounts referred to in this
clause (xvi) shall not exceed $6,000,000 in the aggregate;"
(d) The definition of "Excluded Collateral" is hereby amended by
deleting "and" after clause (viii) thereof and by adding the following at the
end thereof:
"; and (x) any shares in the capital of a Nova Scotia unlimited
liability company, provided that such shares are pledged under a
supplemental share pledge agreement in form and substance reasonably
satisfactory to the Collateral Agent and the Canadian Collateral
Agent."
(e) The definition of "Foreign Currency" is hereby amended by adding
the following at the end thereof:
"and, in the case of a Letter of Credit denominated in a Foreign
Currency, the Issuing Bank which has agreed to issue such Letter of
Credit"
(f) The definition of "Interest Expense" is hereby amended by adding
the following at the end thereof:
"Notwithstanding the foregoing, Interest Expense shall not include any
loss on sales of receivables made pursuant to clause (ii) of Section
6.08(g)."
(g) (i) The definition of "Prepayment Event" is hereby amended by
deleting clause (iii) thereof in its entirety and by adding the following in its
place:
"(iii) any arrangement or transaction entered into in accordance with
clause (d) or (f) of Section 6.06"
(ii) The definition of "Prepayment Event" is hereby amended by deleting
"and" after clause (a) of the proviso and adding a comma in its place and by
adding the following after clause (b) of the proviso:
"and (c) with respect to any arrangement or transaction entered into in
accordance with clause (d) or (f) of Section 6.06, a Prepayment Event
shall be deemed to occur only with respect to that portion of the Net
Proceeds thereof required to be repaid pursuant to such clause"
3. Amendment to Section 2.19. Section 2.19(b) of the Credit
Agreement is hereby amended by deleting the second sentence thereof in its
entirety and by adding the following it its place:
"Each Letter of Credit shall provide for payments of drawings in
dollars or, if requested by a Canadian Borrower, Canadian dollars or,
if requested by the Company, a Foreign Currency; provided, that the
Letter of Credit Exposure in respect of Letters of Credit denominated
in a Foreign Currency shall not exceed $20,000,000."
3
4. Amendment to Section 2.27. Section 2.27(a) of the Credit
Agreement is hereby amended by adding the following at the end of the first
paragraph thereof:
"Notwithstanding the foregoing, with respect to any Reallocation Notice
delivered by the Borrowers during the second calendar quarter of 2003,
the reductions or increases in the Canadian Revolving Credit
Commitments or the Additional Revolving Credit Commitments shall take
effect on the date that is five (5) Business Days after delivery of
such Reallocation Notice."
5. Amendment to Section 6.01. Section 6.01(c) of the Credit
Agreement is hereby amended by deleting clause (iv) thereof in its entirety and
by adding the following in its place:
"(iv) any Foreign Restricted Subsidiary to the Company or to any
Domestic Restricted Subsidiary incurred in the ordinary course of
business for bona fide cash management purposes of the Company and its
Subsidiaries, taken as a whole, in a net aggregate principal amount not
at any time in excess of $250,000,000 and evidenced by one or more
Intercompany Notes pledged to the Applicable Collateral Agent under the
applicable Security Document if the outstanding principal amount of
such Indebtedness exceeds $10,000,000 in the aggregate,"
6. Amendments to Section 6.06. (a) Section 6.06 of the Credit
Agreement is hereby amended by adding the following after the words
"substantially simultaneously" in clause (a) thereof:
"(or, to the extent entered into in the ordinary course of business,
within 180 days after obtaining title to such property)"
(b) Section 6.06 of the Credit Agreement is hereby amended by deleting
"as though such arrangements or transactions constitute Prepayment Events" from
clause (d) thereof.
(c) Section 6.06 of the Credit Agreement is hereby amended by deleting
"and" after clause (d) thereof and by adding the following after clause (e)
thereof:
"; and (f) such arrangements or transactions with respect to property
owned by Holdings or any of its Subsidiaries on May 2, 2003 to the
extent that the aggregate amount of gross proceeds received by Holdings
and its Subsidiaries therefrom does not exceed $75,000,000, provided
that to the extent the Net Proceeds thereof (A) do not exceed
$50,000,000 in the aggregate, 50% of such Net Proceeds are used to
prepay the Term Loans in accordance Section 2.12(g)(i) and (B) exceed
$50,000,000 in the aggregate, 100% of such excess is used to prepay the
Term Loans in accordance Section 2.12(g)(i)"
7. Amendment to Section 6.08. Section 6.08(g) of the Credit
Agreement is hereby amended by adding the following after the words "receivables
sold":
"(other than receivables sold on a non-recourse basis on customary
terms and conditions)"
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8. Amendment to Section 6.14. Section 6.14 of the Credit
Agreement is hereby amended by deleting such Section in its entirety and by
adding the following in its place:
"SECTION 6.14. Interest Coverage Ratio. In the case of
Holdings, permit the Interest Coverage Ratio for any period of four
consecutive fiscal quarters to be less than the ratio set forth below
opposite the period which includes the last day of such period of
consecutive fiscal quarters:
Quarter Ending: Ratio:
March 31, 2003 2.45:1.00
June 30, 2003 - December 31, 2003 2.00:1.00
March 31, 2004 2.15:1.00
June 30, 2004 - September 30, 2004 2.35:1.00
December 31, 2004 2.50:1.00
March 31, 2005 2.75:1.00
June 30, 2005 - December 31, 2005 3.00:1.00"
9. Amendment to Section 6.15. Section 6.15 of the Credit
Agreement is hereby amended by deleting such Section in its entirety and by
adding the following in its place:
"SECTION 6.15. Leverage Ratio. In the case of Holdings, permit
the Leverage Ratio as of the last day of any fiscal quarter occurring
during any period set forth below to be greater than the ratio set
forth below for such period:
Quarter Ending: Ratio:
March 31, 2003 4.00:1.00
June 30, 2003 - September 30, 2003 4.40:1.00
December 31, 2003 4.30:1.00
March 31, 2004 4.20:1.00
June 30, 2004 3.80:1.00
September 30, 2004 3.70:1.00
December 31, 2004 3.50:1.00
March 31, 2005 3.30:1.00
June 30, 2005 - December 31, 2005 3.00:1.00"
10. Representations and Warranties. The Company hereby
represents and warrants to the Administrative Agent and the Lenders that, as of
the date hereof and after giving effect to the amendments and waivers contained
herein:
(a) No Default or Event of Default has occurred and is
continuing.
(b) The execution, delivery and performance by the Company of
this Amendment has been duly authorized by all necessary corporate and other
action and does not and will not require any registration with, consent or
approval of, notice to or action by, any person (including any Governmental
Authority) in order to be effective and enforceable. The Credit Agreement as
amended by this Amendment constitutes the legal, valid and binding
5
obligation of the Company, enforceable against each in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.
(c) All representations and warranties of each Loan Party set
forth in the Loan Documents as amended hereby are true and correct in all
material respects.
11. Canadian Administrative Agent/Canadian Collateral Agent.
In accordance with Article VIII of the Credit Agreement, the Canadian
Administrative Agent and the Canadian Collateral Agent hereby notify the
Lenders, the Issuing Banks and the Company of their resignation. The Required
Lenders hereby appoint JPMorgan Chase Bank, Toronto Branch, and XXXxxxxx Xxxxx
Xxxx, Xxxxxxx Branch hereby accepts its appointment, as successor Canadian
Administrative Agent and Canadian Collateral Agent. The Company hereby consents
to such appointment.
12. Conditions Precedent to Effectiveness. This Amendment
shall become effective on the date on which each of the following conditions is
satisfied (the "Effective Date"):
(a) The Administrative Agent shall have received counterparts
thereof duly executed and delivered by the Company, Holdings, the Borrowers, the
Required Lenders and the Issuing Banks;
(b) The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced, reimbursement or payment of all out-of-pocket expenses
(including reasonable fees, charges and disbursements of counsel) required to be
reimbursed or paid by any Loan Party hereunder or under any other Loan Document;
and
(c) The Company shall have paid to the Administrative Agent,
in immediately available funds, for the account of each Lender that has
delivered (including by telecopy) an executed counterpart of this Amendment to
the Administrative Agent or its counsel prior to 5:00 p.m., New York time, on
May 2, 2003, an amendment fee in an amount separately agreed to by the Company
and such Lender.
13. Expenses. The Company agrees to pay or reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Xxxxxxx
Xxxxxxx & Xxxxxxxx, counsel for the Administrative Agent.
14. Governing Law; Counterparts. (a) This Amendment and the
rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
IN WITNESS WHEREOF, the Company, the Canadian Borrowers,
Holdings, the Agents, and the Lenders have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.
XXXXXXX & XXXXXX PRODUCTS CO.
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: V.P. & Treasurer
XXXXXXX & XXXXXX CORPORATION
By /s/ Xxxxxxx Xxxxx
--------------------------------
Title: Vice Chairman & CFO
XXXXXXX & XXXXXX CANADA INC.
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: V.P. & Treasurer
XXXXXXX & XXXXXX PLASTICS, LTD.
By /s/ Xxxxxxx Xxxxx
--------------------------------
Title: Vice Chairman & CFO
JPMORGAN CHASE BANK, as
Administrative Agent, Collateral
Agent and as a Lender
By
--------------------------------------
Title:
X.X. XXXXXX BANK CANADA, as
retiring Canadian Administrative
Agent and Canadian Collateral Agent
By /s/ Xxxx XxXxxxxx
--------------------------------------
Title: Vice President
JPMORGAN CHASE BANK, TORONTO
BRANCH, as successor Canadian
Administrative Agent and Canadian
Collateral Agent and as a Lender
By /s/ Xxxx XxXxxxxx
--------------------------------------
Title: Vice President
Address for Notices:
000 Xxx Xxxxxx, Xxxxx 0000
Royal Bank Plaza, South Tower
Toronto, Ontario M5J 2J2
Attention: Corporate Banking Officer
Telecopy: (000) 000-0000
JPMORGAN CHASE BANK, as
Administrative Agent, Collateral
Agent and as a Lender
By /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Title: Managing Director
X.X. XXXXXX BANK CANADA, as
retiring Canadian Administrative
Agent and Canadian Collateral Agent
By
--------------------------------------
Title:
XXXXXXXX XXXXX XXXX, XXXXXXX
BRANCH, as successor Canadian
Administrative Agent and Canadian
Collateral Agent and as a Lender
By
--------------------------------------
Title:
Address for Notices:
000 Xxx Xxxxxx, Xxxxx 0000
Royal Bank Plaza, South Tower
Toronto, Ontario M5J 2J2
Attention: Corporate Banking Officer
Telecopy: (000) 000-0000
JPMORGAN CHASE BANK, as
Administrative Agent, Collateral
Agent and as a Lender
By
--------------------------------------
Title:
X.X. XXXXXX BANK CANADA, as
retiring Canadian Administrative
Agent and Canadian Collateral Agent
By /s/ Xxxxxxxxx Xxxx
--------------------------------------
Title: Vice President
JPMORGAN CHASE BANK, TORONTO
BRANCH, as successor Canadian
Administrative Agent and Canadian
Collateral Agent and as a Lender
By /s/ Xxxxxxxxx Xxxx
--------------------------------------
Title: Vice President
Address for Notices:
000 Xxx Xxxxxx, Xxxxx 0000
Royal Bank Plaza, South Tower
Toronto, Ontario M5J 2J2
Attention: Corporate Banking Officer
Telecopy: (000) 000-0000
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
XXXxxxxx Xxxxx Xxxx, Xxxxxxx Branch
--------------------------------------------
[Name of Lender]
by /s/ Xxxxxxxxx Xxxx
--------------------------------------
Title: Xxxxxxxxx Xxxx
Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
LCM LIMITED PARTNERSHIP, AS LENDER
--------------------------------------------
[Name of Lender]
BY: LYON CAPITAL MANAGEMENT LLC,
AS ATTORNEY IN FACT
/s/ Farboud Tavangar
--------------------------------------
Title: LYON CAPITAL MANAGEMENT LLC
Farboud Tavangar
Senior Portfolio Manager
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
Pacifica Partners LLP.
BY: IMPERIAL CREDIT ASSET MANAGEMENT
AS ITS INVESTMENT MANAGER
--------------------------------------------
[Name of Lender]
by /s/ Xxxx X. Xxxxx
--------------------------------------
XXXX X. XXXXX
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO I, LTD., or an
affiliate
by /s/ Xxxx X. Xxxxxxx
--------------------------------------
XXXX X. XXXXXXX
Title: CHIEF CREDIT OFFICER
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO II, LTD., or an
affiliate
by /s/ Xxxx X. Xxxxxxx
--------------------------------------
XXXX X. XXXXXXX
Title: CHIEF CREDIT OFFICER
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO III, LTD., or an
affiliate
by /s/ Xxxx X. Xxxxxxx
--------------------------------------
XXXX X. XXXXXXX
Title: CHIEF CREDIT OFFICER
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
SENECA CBO IV, LIMITED
--------------------------------------------
by Seneca Capital Management LLC as
Portfolio Manager for Seneca CEO IV,
Limited
by /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxx
Title: Authorized Officer/Analyst
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
Protective Life Insurance Company
--------------------------------------------
by /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: AVP
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
NATIONWIDE MUTUAL INSURANCE COMPANY
--------------------------------------------
[Name of Lender]
by /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
XXXXXX X. XXXXXXX
Title: ASSOCIATE VICE PRESIDENT
PUBLIC BONDS
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
NATIONWIDE LIFE INSURANCE COMPANY
--------------------------------------------
[Name of Lender]
by /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
XXXXXX X. XXXXXXX
Title: ASSOCIATE VICE PRESIDENT
PUBLIC BONDS
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
NATIONWIDE MUTUAL FIRE INSURANCE COMPANY
--------------------------------------------
[Name of Lender]
by /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
XXXXXX X. XXXXXXX
Title: ASSOCIATE VICE PRESIDENT
PUBLIC BONDS
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
SCOTTSDALE INSURANCE
--------------------------------------------
[Name of Lender]
by /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
XXXXXX X. XXXXXXX
Title: ASSOCIATE VICE PRESIDENT
PUBLIC BONDS
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
ORIX Financial Services, Inc.
--------------------------------------------
[Name of Lender]
by /s/ R. Xxxxx Xxxxxxxxx
--------------------------------------
R. Xxxxx Xxxxxxxxx
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
Nomura Bond & Loan Fund
--------------------------------------------
[Name of Lender]
by /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
XXXXXXX X. XXXXXXX
Title: DIRECTOR
By: UFJ Trust Company of New York
as Trustee
By: Nomura Corporate Research and
Asset Management Inc.
Attorney in Fact
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
NATEXIS BANQUES POPULAIRES
--------------------------------------------
[Name of Lender]
by /s/ Xxxxxxx X. Xxxxx
--------------------------------------
XXXXXXX X. XXXXX
Title: VICE PRESIDENT
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------
XXXXXXX X. XXXXXX
Title: ASSOCIATES
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
PRINCIPAL LIFE INSURANCE COMPANY
--------------------------------------------
[Name of Lender]
by /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Title: XXXXXXX X. XXXXX, Counsel
/s/ Xxx X. Xxxxx
--------------------------------------
Title: XXX X. XXXXX, Counsel
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
by /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Principal and Portfolio Manager
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
Longhorn CDO III, LTD.
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
by /s/ Xxxxxx Xxxxxx
--------------------------------------
Xxxxxx Xxxxxx
Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
CITIGROUP INVESTMENTS CORPORATE LOAN FUND
INC
BY TRAVELERS ASSET MANAGEMENT INTERNATIONAL
COMPANY, LLC
--------------------------------------------
[Name of Lender]
by /s/ Xxxx X. Xxxxx
--------------------------------------
XXXX X. XXXXX
Title: ASSISTANT INVESTMENT OFFICER
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
COLUMBUS LOAN FUNDING LTD.
BY TRAVELERS ASSET MANAGEMENT INTERNATIONAL
COMPANY, LLC
--------------------------------------------
[Name of Lender]
by /s/ Xxxx X. Xxxxx
--------------------------------------
XXXX X. XXXXX
Title: ASSISTANT INVESTMENT OFFICER
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
SunAmerica Life Insurance Company
--------------------------------------------
[Name of Lender]
by /s/ W. Xxxxxxx Xxxxxx
--------------------------------------
W. Xxxxxxx Xxxxxx
Title: Authorized Agent
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
Galaxy CLO 1999-1, Ltd.
--------------------------------------------
[Name of Lender]
by /s/ W. Xxxxxxx Xxxxxx
--------------------------------------
W. Xxxxxxx Xxxxxx
Title: Authorized Agent
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
DEUTSCHE BANK AG, CANADA BRANCH
--------------------------------------------
[Name of Lender]
by /s/ Xxxxx Xxxxxx /s/ Xxxxx Gorzan
----------------------------------------
Title: Xxxxx Xxxxxx Xxxxx Gorzan
Credit Product Vice President
Manager
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
DEUTSCHE BANK TRUST COMPANY
AMERICAS
--------------------------------------------
[Name of Lender]
by /s/ M. A. Orlando
--------------------------------------
XXXXX XXXXXXX
Title: DIRECTOR
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
XXXXXXX XXXXX CAPITAL CORPORATION
--------------------------------------------
[Name of Lender]
by /s/ Xxxxxxxxx Xxxxxxxx
--------------------------------------
Title: VICE-PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
Credit Suisse First Boston, acting through
its Cayman Island Branch
--------------------------------------------
[Name of Lender]
by /s/ Xxxx X. Xxxxxxx
--------------------------------------
XXXX X. XXXXXXX
Title: DIRECTOR
/s/ Xxx Xxxxx
--------------------------------------
XXX XXXXX
Title: DIRECTOR
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
/s/ Xxxxxx X. XxXxxxxxx
--------------------------------------------
[Name of Lender]
by Xxxxxx X. XxXxxxxxx
--------------------------------------
Title: Vice President
National City Bank
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
Flagship CLO 2001-1
--------------------------------------------
[Name of Lender]
by /s/ Xxxx Xxxxxxxxx
--------------------------------------
Title: XXXX XXXXXXXXX, DIRECTOR
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
Flagship CLO II
--------------------------------------------
[Name of Lender]
by /s/ Xxxx Xxxxxxxxx
--------------------------------------
Title: XXXX XXXXXXXXX, DIRECTOR
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
AMARA-I FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
As Financial Manager
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
As Financial Manager
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial)
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-1, LTD.
By: INVESCO Senior Secured Management, Inc.
As Subadvisor
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Attorney in Fact
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Asset Manager
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
as Investment Adviser
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
TRITON CBO III, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
By: HVB Credit Advisors LLC
--------------------------------------------
[Name of Lender]
by /s/ XXX XXX
--------------------------------------
XXX XXX
Title: DIRECTOR
/s/ XXXXXXXXX XXXXXXXXX
--------------------------------------
XXXXXXXXX XXXXXXXXX
Title: MANAGING DIRECTOR
CHIEF INVESTMENT OFFICER
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
KATONAH I, LTD.
--------------------------------------------
[Name of Lender]
by /s/ Xxxxx Xxxxx Xxxxx
--------------------------------------
XXXXX XXXXX XXXXX
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
KATONAH II, LTD.
--------------------------------------------
[Name of Lender]
by /s/ Xxxxx Xxxxx Xxxxx
--------------------------------------
XXXXX XXXXX XXXXX
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
KATONAH III, LTD.
--------------------------------------------
[Name of Lender]
by /s/ Xxxxx Xxxxx Xxxxx
--------------------------------------
XXXXX XXXXX XXXXX
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
KATONAH IV, LTD.
--------------------------------------------
[Name of Lender]
by /s/ Xxxxx Xxxxx Xxxxx
--------------------------------------
XXXXX XXXXX XXXXX
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
XXXXXXX SACHS CREDIT PARTNERS L.P.
by /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
Xxxxxx Xxxxxxxxxx
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
by /s/ Xxxx X. Xxxx
--------------------------------------
Name: Xxxx X. Xxxx, CFA
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
BY: ING Investments, LLC
as its investment manager
By: /s/ Xxxx X. Xxxx
--------------------------------------
Name: Xxxx X. Xxxx, CFA
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
PILGRIM CLO 1999-1 LTD.
BY: ING INVESTMENTS, LLC
as its investment manager
--------------------------------------------
[Name of Lender]
By: /s/ Xxxx X. Xxxx
--------------------------------------
Name: Xxxx X. Xxxx, CFA
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
SEQUILS - PILGRIMS I, LTD
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxx X. Xxxx
--------------------------------------
Name: Xxxx X. Xxxx, CFA
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
ING SENIOR INCOME FUND
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxx X. Xxxx
--------------------------------------
Name: Xxxx X. Xxxx, CFA
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
ING PRIME RATE TRUST
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxx X. Xxxx
--------------------------------------
Name: Xxxx X. Xxxx, CFA
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
RIVIERA FUNDING LLC
--------------------------------------------
[Name of Lender]
by /s/ Xxx X. Xxxxxx
--------------------------------------
XXX X. XXXXXX
Title: ASST VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
STANWICH LOAN FUNDING LLC
--------------------------------------------
[Name of Lender]
by /s/ Xxx X. Xxxxxx
--------------------------------------
XXX X. XXXXXX
Title: ASST VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
KZH SOLEIL LLC
--------------------------------------------
[Name of Lender]
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
XXXXXX XXXXXXX
Title: AUTHORIZED AGENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
KZH Waterside LLC
--------------------------------------------
[Name of Lender]
by /s/ Xxxxxx Xxxxxxx
--------------------------------------
XXXXXX XXXXXXX
Title: AUTHORIZED AGENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
JUPITER FUNDING TRUST
--------------------------------------------
[Name of Lender]
by /s/ Xxx X. Xxxxxx
--------------------------------------
XXX X. XXXXXX
Title: AUTHORIZED AGENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
JUPITER LOAN FUNDING LLC
--------------------------------------------
[Name of Lender]
by /s/ Xxx X. Xxxxxx
--------------------------------------
XXX X. XXXXXX
Title: ASST VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
WINGED FOOT FUNDING TRUST
--------------------------------------------
[Name of Lender]
by /s/ Xxx X. Xxxxxx
--------------------------------------
XXX X. XXXXXX
Title: AUTHORIZED AGENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
New York Life Insurance Company
--------------------------------------------
[Name of Lender]
by /s/ F. Xxxxx Xxxxx
--------------------------------------
F. Xxxxx Xxxxx
Title: Investment Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
New York Life Insurance and Annuity
Corporation
By: New York Life Investment Management,
LLC.,
its Investment Manager
--------------------------------------------
[Name of Lender]
by /s/ F. Xxxxx Xxxxx
--------------------------------------
F. Xxxxx Xxxxx
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
ELF Funding Trust III
By: New York Life Investment Management,
LLC,
as Attorney-In-Fact
--------------------------------------------
[Name of Lender]
by /s/ F. Xxxxx Xxxxx
--------------------------------------
F. Xxxxx Xxxxx
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC
as sub-investment manager
by /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
by /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
OCTAGON INVESTMENT PARTNERS IV, LTD.
By: Octagon Credit Investors, LLC
as collateral manager
by /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
OCTAGON INVESTMENT PARTNERS V, LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
by /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
The Foothill Group, Inc.
--------------------------------------------
[Name of Lender]
by /s/ Xxxx Xxxxxx
--------------------------------------
Title: Executive V.P.
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
Foothill Income Trust, L.P.
--------------------------------------------
[Name of Lender]
by /s/ Xxxx Xxxxxx
--------------------------------------
Title: Managing Member
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Xxxxxxx & Xxxxxx Products
Co., Xxxxxxx & Xxxxxx Canada Inc., Xxxxxxx &
Xxxxxx Plastics, Ltd., Xxxxxxx & Xxxxxx
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and X.X. Xxxxxx Bank Canada, as
Canadian administrative agent
The Sumitomo Trust & Banking Co., Ltd.
New York Branch
by /s/ Xxxxxxxxx X. Xxxxx
--------------------------------------
ELIZABETH A. QUIRK
Title: VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
OAK HILL SECURITIES FUND, L.P.
--------------------------------------------
[Name of Lender]
by
--------------------------------------
Title:
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 the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
OAK HILL SECURITIES FUND II, L.P.
--------------------------------------------
[Name of Lender]
by
--------------------------------------
Title:
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 the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
OAK HILL CREDIT PARTNERS I, LIMITED
--------------------------------------------
[Name of Lender]
by
--------------------------------------
Title:
By: Oak Hill CLO Management, LLC
as Investment Manager
By: /s/ Scott D. Krase
--------------------------------------
Name: SCOTT D. KRASE
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
OAK HILL CREDIT PARTNERS II, LIMITED
--------------------------------------------
[Name of Lender]
by
--------------------------------------
Title:
By: Oak Hill CLO Management, LLC
as Investment Manager
By: /s/ Scott D. Krase
--------------------------------------
Name: SCOTT D. KRASE
Title: Authorized Signatory
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
The Bank of Nova Scotia
--------------------------------------------
[Name of Lender]
by /s/ V. H. Gibson
--------------------------------------
Title: V. Gibson, Assistant Agent
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
CANYON CAPITAL CDO 2002-1 LTD.
An exempted limited liability company
incorporated
Under the laws of the Cayman Islands
By: Canyon Capital Advisors LLC
a Delaware limited liability company,
its Collateral Manager
by /s/ R. Christian B. Evensen
--------------------------------------
R. Christian B. Evensen
Title: Managing Partner
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
Archimedes Funding IV (Cayman), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
/s/ Philip C. Robbins
----------------------------------------
By: Philip C. Robbins
Title: Senior Vice President
Balanced High-Yield Fund II, Ltd.
By: ING Capital Advisors LLC,
as Asset Manager
/s/ Philip C. Robbins
-----------------------------------------
By: Philip C. Robbins
Title: Senior Vice President
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
/s/ Philip C. Robbins
-----------------------------------------
By: Philip C. Robbins
Title: Senior Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
Endurance CLO I, Ltd.
By: ING Capital Advisors LLC,
as Collateral Manager
/s/ Philip C. Robbins
-----------------------------------------
By: Philip C. Robbins
Title: Senior Vice President
Oryx CLO, Ltd.
By: ING Capital Advisors LLC,
as Collateral Manager
/s/ Philip C. Robbins
-----------------------------------------
By: Philip C. Robbins
Title: Senior Vice President
Sequils-ING I (HBDGM), Ltd.
By: ING Capital Advisors LLC,
as Collateral Manager
/s/ Philip C. Robbins
-----------------------------------------
By: Philip C. Robbins
Title: Senior Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
The Bank of New York
--------------------------------------------
[Name of Lender]
by /s/ Brendan T. Nedzi
--------------------------------------
Title: Senior Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
TRANSAMERICA BUSINESS CAPITAL CORPORATION
--------------------------------------------
[Name of Lender]
by /s/ Stephen Goetschius
--------------------------------------
Stephen Goetschius
Title: Senior Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
By: David L. Bapson & Company Inc.
as Collateral Manager
ELC (Cayman) Ltd.
CDO Series 1999-1
TRYON CLO Ltd. 2000-1
ELC (Cayman) Ltd. 1999-II
--------------------------------------------
[Name of Lender]
by /s/ Glenn P. Duffy
--------------------------------------
GLENN P. DUFFY, CFA
Title: Managing Director
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
Toronto Dominion (Texas), Inc.
--------------------------------------------
[Name of Lender]
by /s/ Jill Hall
--------------------------------------
Jill Hall
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
Stanfield Arbitrage CDO, Ltd.
By: Stanfield Capital Partners LLC
as its Collateral Manager
--------------------------------------------
[Name of Lender]
by /s/ Christopher E. Jansen
--------------------------------------
Christopher E. Jansen
Title: Managing Partner
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
Stanfield Quattro CLO, Ltd.
By: Stanfield Capital Partners LLC
As its Collateral Manager
--------------------------------------------
[Name of Lender]
by /s/ Christopher E. Jansen
--------------------------------------
Christopher E. Jansen
Title: Managing Partner
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
Stanfield Carerra CLO, Ltd.
By: Stanfield Capital Partners LLC
as its Asset Manager
--------------------------------------------
[Name of Lender]
by /s/ Christopher E. Jansen
--------------------------------------
Christopher E. Jansen
Title: Managing Partner
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
Hamilton CDO, Ltd.
By: Stanfield Capital
Partners LLC
As its Collateral Manager
--------------------------------------------
[Name of Lender]
by /s/ Christopher E. Jansen
--------------------------------------
Christopher E. Jansen
Title: Managing Partner
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
COMERICA BANK
--------------------------------------------
[Name of Lender]
by /s/ Heather Hollidge
--------------------------------------
HEATHER HOLLIDGE
Title: ASSOCIATE
COMERICA BANK
PRIVATE EQUITY GROUP
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
--------------------------------------------
[Name of Lender]
by /s/ Barbara Campbell
--------------------------------------
Title: VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
--------------------------------------------
[Name of Lender]
by /s/ Barbara Campbell
--------------------------------------
Title: VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT MANAGER
--------------------------------------------
[Name of Lender]
by /s/ Barbara Campbell
--------------------------------------
Title: VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
EATON VANCE CDO II, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
--------------------------------------------
[Name of Lender]
by /s/ Barbara Campbell
--------------------------------------
Title: VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
EATON VANCE CDO III, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
--------------------------------------------
[Name of Lender]
by /s/ Barbara Campbell
--------------------------------------
Title: VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
BIG SKY SENIOR LOAN FUND, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
--------------------------------------------
[Name of Lender]
by /s/ Barbara Campbell
--------------------------------------
Title: VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
EATON VANCE CDO IV, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
--------------------------------------------
[Name of Lender]
by /s/ Barbara Campbell
--------------------------------------
Title: VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
COSTANTINUS EATON VANCE CDE V, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
--------------------------------------------
[Name of Lender]
by /s/ Barbara Campbell
--------------------------------------
Title: VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
GRAYSON & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
--------------------------------------------
[Name of Lender]
by /s/ Barbara Campbell
--------------------------------------
Title: VICE PRESIDENT
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
TRS Eclipse LLC
--------------------------------------------
[Name of Lender]
by /s/ Deborah O'Keeffe
--------------------------------------
Deborah O'Keeffe
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
Metropolitan Life Insurance Company
--------------------------------------------
[Name of Lender]
by /s/
--------------------------------------
Title: Director
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
--------------------------------------------
[Name of Lender]
by /s/
--------------------------------------
Title: Director
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
Bavaria TRR Corporation
--------------------------------------------
[Name of Lender]
by /s/ Lori Gebron
--------------------------------------
Lori Gebron
Title: Vice President
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
BLACK DIAMOND INTERNATIONAL
FUNDING, LTD.
--------------------------------------------
[Name of Lender]
by /s/ Alan Corkish
--------------------------------------
Title: Director
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
1888 FUND, LTD.
--------------------------------------------
[Name of Lender]
by /s/ Kaitlin Trinh
--------------------------------------
Kaitlin Trinh
Title: Fund Controller
Signature page to the Second Amendment,
dated as of May 2, 2003, to the Credit
Agreement, dated as of December 20, 2001, as
amended, among Collins & Aikman Products
Co., Collins & Aikman Canada Inc., Collins &
Aikman Plastics, Ltd., Collins & Aikman
Corporation, the financial institutions
parties thereto, the syndication agent and
co-documentation agents named therein,
JPMorgan Chase Bank, as administrative
agent, and J.P. Morgan Bank Canada, as
Canadian administrative agent
NORSE CBO, LTD.
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and pursuant to delegated
authority
By: /s/ Timothy S. Peterson
--------------------------------------
Timothy S. Peterson
President
