Exhibit 10.22
CONFORMED COPY
AMENDMENT No. 5 dated as of March 24, 2003
(this "Amendment"), to the Credit Agreement dated as of
September 30, 1997, as Amended and Restated as of May
31, 2000 (as so amended and restated and as further
amended by Amendment No. 1 thereto dated as of
September 30, 2000, Amendment No. 2 thereto dated as of
July 10, 2001, Amendment No. 3 thereto dated as of
April 2, 2002, and Amendment No. 4 thereto dated as of
September 30, 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 party to the Credit Agreement as Lenders
(the "Lenders"), DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly known as Bankers Trust Company), as
Administrative Agent and Collateral Agent, and JPMORGAN
CHASE BANK (formerly known as The Chase Manhattan
Bank), as Syndication Agent.
A. The Borrower has requested that the Lenders agree to amend
certain provisions of the Credit Agreement as set forth herein.
B. The undersigned Lenders are willing so to amend the Credit
Agreement pursuant to the terms and subject to the conditions set forth herein.
C. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned thereto in the Credit Agreement, as amended hereby.
SECTION 1. Amendments to Section 1.01. (a) Section 1.01 of the
Credit Agreement is hereby amended by adding the following defined terms in the
appropriate alphabetical order, to read as follows:
(i) "Amendment No. 5" means Amendment No. 5 dated as of March
24, 2003, to this Agreement.
(ii) "Cash Amount" has the meaning assigned to such term in
Section 2.11(h).
(iii) "Delivery Day" has the meaning set forth in Section 5.15.
(iv) "Eligible Voluntary Offering Proceeds" has the meaning set
forth in the definition of "Voluntary Equity Offering Proceeds".
(v) "Equity Purchaser" means X.X. Xxxxxx Partners (BHCA), L.P.
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(vi) "Initial Equity Offering Proceeds" means the $10,000,000
of gross proceeds that are received by or on behalf of the Borrower or
any Subsidiary in respect of Specified Equity Offerings as a condition
to the effectiveness of Amendment No. 5.
(vii) "Mandatory Equity Offering Proceeds" means the first
$25,000,000 of Net Proceeds (other than Initial Equity Offering
Proceeds, Voluntary Equity Offering Proceeds and Net Proceeds that are
or will be applied in accordance with clause (v) of Section 6.09(a))
received by or on behalf of the Borrower or any Subsidiary in respect
of Specified Equity Offerings. Without limiting the generality of the
foregoing, any Eligible Voluntary Offering Proceeds that are deemed to
be Voluntary Equity Offering Proceeds pursuant to clause (a) of the
proviso in the definition of "Voluntary Equity Offering Proceeds" shall
become Mandatory Equity Offering Proceeds on the earlier of (a) the
date on which such Eligible Voluntary Offering Proceeds are designated
as Mandatory Equity Offering Proceeds by the Borrower or (b) the
Delivery Day with respect to the fiscal quarter of the Borrower in
which such Eligible Voluntary Offering Proceeds are received by the
Borrower, if the Borrower does not affirmatively designate such
Eligible Voluntary Offering Proceeds as Voluntary Equity Offering
Proceeds on or before such Delivery Day.
(viii) "Qualified Equity Provider" means any Person other than
the Borrower or one of the Subsidiaries.
(ix) "Purchase Agreement" means the purchase agreement between
Pliant Corporation and X.X. Xxxxxx Partners (BHCA), L.P. referred to in
clause (e)(i) of Section 13 of Amendment No. 5 dated as of March 24,
2003, to this Agreement.
(x) "Specified Equity Offering" means an issuance by the
Borrower of (a) common stock, (b) Qualified Preferred Stock, (c)
warrants to acquire common stock or Qualified Preferred Stock or (d)
any combination of securities referred to in clauses (a), (b) and (c)
above to, or the receipt by the Borrower of common capital
contributions or capital contributions made in respect of Qualified
Preferred Stock from, a Qualified Equity Provider, in each case after
March 1, 2003.
(xi) "Specified Equity Offering Proceeds" means (a) Initial
Equity Offering Proceeds, (b) Voluntary Equity Offering Proceeds and
(c) Mandatory Equity Offering Proceeds.
(xii) "Target Senior Leverage Ratio" means, with respect to any
date, the ratio set forth opposite such date in the following table:
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Period Ratio
March 31, 2003 3.90 to 1.00
June 30, 2003 3.95 to 1.00
September 30, 2003 3.75 to 1.00
December 31, 2003 3.50 to 1.00
March 31, 2004 3.40 to 1.00
June 30, 2004 3.35 to 1.00
September 30, 2004 3.15 to 1.00
December 31, 2004 3.00 to 1.00
(xiii) "Trigger Event" means, with respect to the last day of any
fiscal quarter of the Borrower ending on or before December 31, 2004,
that (a) the Leverage Ratio as of such day is not in compliance with
Section 6.14 or (b) the Senior Debt Leverage Ratio as of such day
exceeds the Target Senior Leverage Ratio with respect to such day.
(xiv) "Voluntary Equity Offering Proceeds" means any portion of
the first $40,000,000 of Net Proceeds (other than Initial Equity
Offering Proceeds and Net Proceeds that are or will be applied in
accordance with clause (v) of Section 6.09(a)) received by or on behalf
of the Borrower or any Subsidiary on or before December 31, 2004, in
respect of Specified Equity Offerings (such $40,000,000 of Net
Proceeds, "Eligible Voluntary Offering Proceeds") that the Borrower
designates, by written notice to the Administrative Agent on or before
the Delivery Day with respect to the fiscal quarter of the Borrower in
which such Net Proceeds are received, as "Voluntary Equity Offering
Proceeds"; provided, that (a) subject to the limitation in clause (b)
below, all Eligible Voluntary Offering Proceeds shall be deemed to be
Voluntary Equity Offering Proceeds from and including the date of
receipt by the Borrower of such Eligible Voluntary Offering Proceeds to
but excluding such Delivery Day, except to the extent that the Borrower
designates, by written notice to the Administrative Agent before such
Delivery Day, such Eligible Voluntary Offering Proceeds to be Mandatory
Equity Offering Proceeds, (b) at any time, the aggregate amount of
Eligible Voluntary Offering Proceeds designated or deemed to be
designated as Voluntary Equity Offering Proceeds at or prior to such
time that did not become Mandatory Equity Offering Proceeds at or prior
to such time may not exceed $15,000,000 and (c) the amount of Voluntary
Equity Offering Proceeds so designated by the Borrower or deemed so
designated at any time shall be at least $1,000,000. Notwithstanding
anything herein to the contrary, any Eligible Voluntary Offering
Proceeds that, pursuant to the foregoing provisions of this definition,
would otherwise constitute Voluntary Equity Offering Proceeds will be
deemed, on the Delivery Day immediately following the date such
Eligible Voluntary Offering Proceeds are received, instead to
constitute Mandatory Equity Offering Proceeds
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unless, on such Delivery Day (after giving effect to the issuance of
Securities (as defined in the Purchase Agreement) by the Borrower that
resulted in such Eligible Voluntary Offering Proceeds), there are
authorized and reserved for issuance by the Borrower a number of
Securities comprising the Equity Units (as defined in the Purchase
Agreement) that is greater than or equal to the sum of (a) the maximum
number of Securities that the Equity Purchaser could be required to
purchase under the Purchase Agreement at or after such time and (b) the
maximum number of such Securities that, under all other agreements in
effect at such time, the Borrower could be required to issue at or
after such time (determined without giving effect to potential future
increases in the number of Securities required to be issued under such
other agreements if the maximum amount of such increases cannot be
determined at the time of calculation).
(b) Section 1.01 of the Credit Agreement is hereby amended by
replacing in its entirety the table set forth in the definition of "Applicable
Rate" with the following:
========================================================================================================
Leverage Ratio ABR Spread Eurodollar Spread Commitment Fee Rate
-------------- ---------- ----------------- -------------------
--------------------------------------------------------------------------------------------------------
Category 1
----------
Greater than or equal to 5.50 to 1.00 3.00% 4.00% 0.750%
--------------------------------------------------------------------------------------------------------
Category 2
Less than 5.50 to 1
but greater than or equal to 5.00 to 3.00% 4.00%
1.00 0.625%
--------------------------------------------------------------------------------------------------------
Category 3 2.50% 3.50% 0.500%
----------
Less than 5.00 to 1.00
but greater than or equal to 4.25 to
1.00
--------------------------------------------------------------------------------------------------------
Category 4 2.25% 3.25% 0.500%
----------
Less than 4.25 to 1.00
========================================================================================================
(c) The first sentence of the definition of "Consolidated EBITDA"
in Section 1.01 of the Credit Agreement is hereby amended by (a) replacing the
word "and" immediately before clause (h) of such sentence with the text ",", (b)
deleting the text "," immediately following the text "Transactions and Permitted
Acquisitions" in clause (h) of such sentence, and (c) inserting the following
text "and (i) except for purposes of determining the Applicable Rate and Tranche
B Rate, up to $5,000,000 in the aggregate of charges taken on or before
September 30, 2003, in connection with (i) the termination or modification prior
to their scheduled expiration of leases by the Borrower or a Restricted
Subsidiary of properties located in North America or (ii) the termination or
modification of subleases by third party tenants of such properties or the
breach by such tenants of such subleases" immediately after the text "(h) all
non-recurring transaction and financing expenses resulting from the Transactions
and Permitted Acquisitions".
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(d) The definition of "Total Debt" in Section 1.01 of the Credit
Agreement is hereby amended by inserting the following text "minus the sum of
(c) except for purposes of determining the Applicable Rate and Tranche B Rate,
the amount of Specified Equity Offering Proceeds received by the Borrower after
such date of determination and on or before the Delivery Day with respect to the
fiscal quarter or fiscal year of the Borrower ended on such date of
determination pursuant to Section 5.15 that have been applied to prepay Loans
(or cash collateralize Letters of Credit) in accordance with Section 2.11(b) and
(d) except for purposes of determining the Applicable Rate and Tranche B Rate,
the aggregate amount of cash held as of such date in a cash collateral account
pursuant to clause (y) of the proviso to clause (i) of the second sentence of
Section 2.11(b) or clause (iii) of the proviso to the third sentence of Section
2.11(b)" after the text "(b) all Securitization Obligations of the Borrower or
any Receivables Finance Sub" in the definition of "Total Debt".
(e) Section 1.01 of the Credit Agreement is hereby amended by
amending and restating the definition of "Tranche B Rate" 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) 4.75% per annum, in the case of a Eurodollar Loan,
and (ii) 3.75% per annum, in the case of an ABR Loan, or (b) if the Leverage
Ratio is less than 4.25 to 1.00 (i) 4.50% per annum, in the case of a Eurodollar
Loan, and (ii) 3.50% per annum, in the case of an ABR Loan.
SECTION 2. Amendment to Section 2.10. Section 2.10 of the Credit
Agreement is hereby amended by adding the following proviso immediately before
the period at the end of paragraph (e) of such Section:
; provided further, that any prepayment of Term Borrowings of any Class
made pursuant to Section 2.11(b) shall, in each case, to the extent
made using Specified Equity Offering Proceeds, be applied, first, to
reduce the next two scheduled repayments of Term Borrowings of such
Class to be made pursuant to this Section (other than those that have
been reduced to zero by operation of this paragraph) in direct order of
maturity, unless and until such next two scheduled repayments have been
eliminated as a result of reductions hereunder and, second, to reduce
the remaining scheduled repayments of Term Borrowings of such Class to
be made pursuant to this Section ratably
SECTION 3. Amendments to Section 2.11. (a) Section 2.11(b) of the
Credit Agreement is hereby amended and restated in its entirety as follows:
(b) Subject to the provisions of Sections 2.11(e) and 5.08, in
the event and on each occasion that any Net Proceeds are received by or
on behalf of the Borrower or any Subsidiary in respect of any
Prepayment Event (other than the Specified Equity Offering Proceeds and
Net Proceeds that are or will be applied in accordance with clause (v)
of Section 6.09(a)), the Borrower and the Mexico
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Borrower, as applicable, shall, within three Business Days after such
Net Proceeds are received, prepay Term Borrowings in an aggregate
amount equal to the entire amount of such Net Proceeds. In the event
and on each occasion that any Mandatory Equity Offering Proceeds are
received by or on behalf of the Borrower or any Subsidiary, except as
provided in the penultimate sentence of this paragraph (b), the
Borrower and the Mexico Borrower, as applicable, shall, on the Business
Day on which such Mandatory Equity Offering Proceeds are received,
prepay (i) if such Mandatory Equity Offering Proceeds are received
either (A) pursuant to a Specified Equity Offering that was required
pursuant to Section 5.15 with respect to any fiscal quarter of the
Borrower ending on or before December 31, 2003, or (B) at any time on
or prior to December 31, 2003 ("2003 Proceeds"), (A) Revolving
Borrowings in an aggregate amount equal to 50% of the amount of such
Mandatory Equity Offering Proceeds (such 50%, the "Revolving Portion")
and (B) Term Borrowings in an aggregate amount equal to 50% of the
amount of such Mandatory Equity Offering Proceeds; provided, that if
the Revolving Portion exceeds the aggregate principal amount of
Revolving Borrowings outstanding immediately prior to such prepayment,
then such excess of the Revolving Portion shall instead be applied to
(w) first, prepay the Swingline Loans until all outstanding Swingline
Loans have been prepaid, (x) second, reimburse any outstanding LC
Disbursements, (y) third, cash collateralize the Letters of Credit by
depositing the remainder of such excess in an account with the
Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Lenders, until all outstanding Letters of Credit
have been so cash collateralized and (z) fourth, prepay Term
Borrowings, or (ii) if such Mandatory Equity Offering Proceeds are not
2003 Proceeds, Term Borrowings in an aggregate amount equal to the
entire amount of such Mandatory Equity Offering Proceeds. In the event
and on each occasion that any Voluntary Equity Offering Proceeds are
received by or on behalf of the Borrower or any Subsidiary, the
Borrower shall on the Business Day on which such Voluntary Equity
Offering Proceeds are received, prepay Revolving Borrowings in an
aggregate amount equal to the entire amount of such Voluntary Equity
Offering Proceeds; provided that if the amount of such Voluntary Equity
Offering Proceeds exceeds the aggregate principal amount of Revolving
Borrowings outstanding immediately prior to such prepayment, then the
excess of such Voluntary Equity Offering Proceeds shall instead be
applied to (i) first, prepay the Swingline Loans until all outstanding
Swingline Loans have been prepaid, (ii) second, reimburse any
outstanding LC Disbursements, (iii) third, cash collateralize the
Letters of Credit by depositing the remainder of such excess in an
account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Lenders, until all
outstanding Letters of Credit have been so cash collateralized and (iv)
fourth, prepay Term Borrowings. In the event and on each occasion that
any Eligible Voluntary Offering Proceeds that were designated by the
Borrower (or deemed to be so designated) as Voluntary Equity Offering
Proceeds become Mandatory Equity Offering Proceeds, the Borrower and
the Mexico Borrower, as
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applicable, shall, on the Business Day on which such Voluntary Equity
Offering Proceeds become Mandatory Equity Offering Proceeds, prepay
Term Borrowings in an aggregate amount equal to (i) if either (A) such
Mandatory Equity Offering Proceeds are needed to satisfy a requirement
pursuant to Section 5.15 with respect to any fiscal quarter of the
Borrower ending on or before December 31, 2003, or (B) such Mandatory
Equity Offering Proceeds become Mandatory Equity Offering Proceeds on
or prior to December 31, 2003 ("Converted 2003 Proceeds"), 50% of the
amount of such Mandatory Equity Offering Proceeds or (ii) if such
Mandatory Equity Offering Proceeds are not Converted 2003 Proceeds,
100% of the amount of such Mandatory Equity Offering Proceeds. If, at
any time, the aggregate amount of cash held as cash collateral pursuant
to clause (y) of the proviso to clause (i) of the second sentence of
this Section or clause (ii) of the proviso to the third sentence of
this Section exceeds the LC Exposure at such time, then such excess
cash shall be released to the Borrower.
(b) Section 2.11(e)(ii) of the Credit Agreement is hereby amended
by inserting the text "(other than Specified Equity Offering Proceeds)" after
the text "the Borrower intends to utilize all or a specified portion of the Net
Proceeds of such Prepayment Event" in such section.
(c) The first sentence of Section 2.11(g) of the Credit Agreement
is hereby amended and restated in its entirety as follows:
The Borrower (or, in the case of prepayment of a Mexico Term
Borrowing, the Mexico Borrower) shall notify the Administrative Agent
(and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before
the date of prepayment, (ii) in the case of prepayment of an ABR
Borrowing, not later than 11:00 a.m., New York City time, one Business
Day before the date of prepayment or (iii) in the case of prepayment of
a Swingline Loan, not later than 12:00 noon, New York City time, on the
date of prepayment; provided that any notice of a prepayment given by
the Borrower in connection with a prepayment pursuant to Section
2.11(h) need only be given as early as practicable and in any event not
later than the date of such prepayment.
(d) Section 2.11 of the Credit Agreement is hereby amended by
adding the following as Section 2.11(h):
(h) If, at 3:00 p.m., New York City time, on any Business Day the
amount, determined reasonably and in good faith by the Borrower (the
"Cash Amount"), equal to (i) the aggregate amount of "cash and cash
equivalents" and "marketable securities" of the Borrower and the
Subsidiaries (other than Foreign
8
Subsidiaries), in each case that would be required to be reflected on a
consolidated balance sheet of the Borrower and the Subsidiaries
prepared as of such time in accordance with GAAP (excluding any such
"cash" that is not available funds), minus (ii) the aggregate amount of
payments in such cash and cash equivalents that will be made (and will
reduce such cash and cash equivalents) on such Business Day, is more
than $5,000,000, then on such Business Day the Borrower shall prepay
Revolving Borrowings and Swingline Loans to the extent necessary so
that, after giving effect to such prepayment and the receipt by the
Borrower of the proceeds of any Revolving Borrowings and Swingline
Loans made or to be made on such Business Day, the Cash Amount will not
exceed $5,000,000.
SECTION 4. Amendment to Section 4.02. Section 4.02 of the Credit
Agreement is hereby amended by adding the following as Section 4.02(c):
(c) At the time of the Borrowing Request with respect to such
Borrowing, the amount that the Borrower reasonably and in good faith
estimates will be the Cash Amount at 3:00 p.m., New York City time, on
the requested date of such Borrowing (after giving effect to such
Borrowing) shall not exceed $5,000,000, and such Borrowing Request
shall contain a statement to that effect and to the effect that the
Borrower reasonably and in good faith expects to be in compliance with
Section 6.17 as of the date of such Borrowing.
SECTION 5. Amendment to Article V. Article V of the Credit
Agreement is hereby amended by adding the following as Section 5.15:
SECTION 5.15. Trigger Events. If, on any day (the "Delivery Day")
on which the Borrower is required to deliver financial statements
pursuant to Section 5.01(a) or (b) with respect to any fiscal quarter
or fiscal year of the Borrower ending on or before December 31, 2004,
any Trigger Event shall have occurred with respect to the last day of
such fiscal quarter or fiscal year, then on or before the Delivery Day,
the Borrower shall obtain cash pursuant to a Specified Equity Offering
in an amount equal to the "Compliance Amount" at such time and apply
such cash to prepay the Loans in accordance with the second sentence of
Section 2.11(b); provided that the Borrower shall not be required to
obtain cash pursuant to Specified Equity Offerings pursuant to this
Section at any time to the extent that, as a result of doing so, the
aggregate amount of cash obtained by the Borrower pursuant to Specified
Equity Offerings (other than cash that constitutes Initial Equity
Offering Proceeds or Voluntary Equity Offering Proceeds) would exceed
$25,000,000. For purposes of this Section, "Compliance Amount" means,
at any time, the greater of (a) $5,000,000 for the first Trigger Event
or $1,000,000 for each subsequent Trigger Event and (b) the greater of
(i) the amount, if any, by which Total Debt (determined without regard
to any reduction pursuant to clause (c) of the definition of "Total
Debt") as of the last day of the most recently
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completed fiscal quarter of the Borrower exceeded the maximum amount of
Total Debt as of such day that could have existed without causing an
Event of Default as of such day under Section 6.14 (calculated using
Consolidated EBITDA for the period of four consecutive fiscal quarters
of the Borrower ended on such day) and (ii) the amount, if any, by
which the portion of Total Debt (determined without regard to any
reduction pursuant to clause (c) of the definition of "Total Debt")
accounted for by Senior Debt as of the last day of the most recently
completed fiscal quarter of the Borrower exceeded the maximum amount of
the portion of Total Debt accounted for by Senior Debt as of such day
that could have existed without causing the Senior Debt Leverage Ratio
to be in excess of the Target Senior Leverage Ratio as of such day
(calculated using Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower ended on such day).
SECTION 6. Amendment to Article VI. Article VI of the Credit
Agreement is hereby amended by adding the following as Section 6.17:
SECTION 6.17. Cash Held by Foreign Subsidiaries. The Borrower
will not permit at any time on any day (a) the aggregate amount of
"cash and cash equivalents" and "marketable securities" of the Foreign
Subsidiaries, in each case that would be required to be reflected on a
consolidated balance sheet of the Borrower and the Subsidiaries
prepared as of such time in accordance with GAAP, minus (b) the
aggregate amount of payments in such cash and cash equivalents that the
Borrower reasonably and in good faith determines will be made by the
Foreign Subsidiaries (and will reduce such cash and cash equivalents)
on such day to exceed $15,000,000.
SECTION 7. Amendment to Section 6.09. Section 6.09(a) of the
Credit Agreement is hereby amended by (a) replacing the word "and" immediately
before clause (iv) of such Section with the text "," and (b) inserting the text
"and (v) the Borrower may repurchase or otherwise acquire from any holder
thereof shares of Qualified Preferred Stock (whether outstanding on the date
hereof or issued in a Specified Equity Offering) or shares or any other units of
any other Security (as defined in the Purchase Agreement) issued in a Specified
Equity Offering (or issued upon the exercise of any warrant issued in a
Specified Equity Offering) for consideration consisting solely of (x) Securities
of the types referred to in the definition of Specified Equity Offering, (y)
cash in an aggregate amount not greater than the amount of Net Proceeds received
from a substantially concurrent issuance of Securities of such types or (z) a
combination of the Securities described in (x) and the cash described in (y).
SECTION 8. 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:
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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 6.60 to 1.00
April 1, 2003 through June 30, 2003 6.85 to 1.00
July 1, 2003 through September 30, 2003 6.50 to 1.00
October 1, 2003 through December 31, 2003 6.15 to 1.00
January 1, 2004 through March 31, 2004 5.80 to 1.00
April 1, 2004 through June 30, 2004 5.65 to 1.00
July 1, 2004 through September 30, 2004 5.40 to 1.00
October 1, 2004 through December 31, 2004 5.15 to 1.00
January 1, 2005 and thereafter 4.00 to 1.00
SECTION 9. 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 1.40 to 1.00
April 1, 2003 through June 30, 2003 1.40 to 1.00
July 1, 2003 through September 30, 2003 1.40 to 1.00
October 1, 2003 through December 31, 2003 1.45 to 1.00
January 1, 2004 through March 31, 2004 1.50 to 1.00
April 1, 2004 through June 30, 2004 1.60 to 1.00
July 1, 2004 through September 30, 2004 1.70 to 1.00
October 1, 2004 through December 31, 2004 1.80 to 1.00
January 1, 2005 and thereafter 2.25 to 1.00
SECTION 10. Amendment to Article VII. Article VII of the Credit
Agreement is hereby amended by (a) deleting the text "or" immediately before
paragraph (n) of such Article, (b) inserting the following text immediately
after paragraph (n) of such Article:
; or
(o) the Equity Purchaser or the Borrower shall assert that, for
any reason, the purchase agreement contemplated by clause (e) of
Section 13 of Amendment No. 5 is not a legal, valid or binding
obligation of the Equity Purchaser or the
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Borrower or is not enforceable against the Equity Purchaser or the
Borrower, or the Equity Purchaser or the Borrower shall fail to comply
with any of its obligations under such purchase agreement;
and (c) by adding the following sentence to the end of such Article:
Notwithstanding the foregoing, for purposes of this Agreement, from and after
the date on which any Specified Equity Offering Proceeds are received by the
Borrower pursuant to Section 5.15 and applied to prepay Loans or cash
collateralize the Letters of Credit in accordance with Section 2.11(b), any
Event of Default pursuant to Section 6.14 as of the last day of any fiscal
quarter of the Borrower that would not have arisen had such Specified Equity
Offering Proceeds been so received and applied to prepay Loans or cash
collateralize the Letters of Credit on or prior to such day, will be deemed
effective as of such day (unless the maturity of Loans has been accelerated
pursuant to Article VII prior to such day), not to be an Event of Default.
SECTION 11. 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 12. 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 March
21, 2003, an amendment fee (the "Amendment Fee") of 25 basis points on the
aggregate amount of the Commitments and outstanding Term Loans of such Lender
excluding the portion of such Loans prepaid, or to be prepaid, pursuant to
Section 13(d) of this Amendment.
SECTION 13. Conditions to Effectiveness. This Amendment shall
become effective as of March 24, 2003, 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 11 hereof are
true and correct
12
(as set forth on an officer's certificate delivered to the Administrative
Agent), (c) all fees and expenses required to be paid or reimbursed by the
Borrowers pursuant hereto or the Credit Agreement or otherwise, including all
invoiced fees and expenses of counsel to the Administrative Agent and the
Syndication Agent, shall have been paid or reimbursed, as applicable, (d) the
Borrower shall have obtained , at any time after March 1, 2003, at least
$10,000,000 in gross proceeds from a Specified Equity Offering, and the Borrower
shall have applied $10,000,000 to prepay Term Borrowings after such date and (e)
the Administrative Agent shall have received (i) an agreement between the Equity
Purchaser and the Borrower, duly executed and delivered on behalf of the Equity
Purchaser and the Borrower and in full force and effect (and identifying the
Administrative Agent, the Syndication Agent and the Lenders as third-party
beneficiaries), in substantially the form of Exhibit G hereto, pursuant to which
if, at any time and from time to time, the Borrower is required to obtain an
amount of cash from a Specified Equity Offering pursuant to Section 5.15 of the
Credit Agreement, then on such day the Equity Purchaser shall, unless the Equity
Purchaser shall cause an Affiliate thereof (other than the Borrower or any of
the Subsidiaries) or another Qualified Equity Provider to, purchase equity
securities from the Borrower or (at the option of the Equity Purchaser) make
equity contributions to the Borrower (in each case as contemplated by the
definition of "Specified Equity Offering"), and the Equity Purchaser shall or
shall cause such Affiliate or Other Qualified Equity Purchaser to pay to the
Administrative Agent (for the account of the Borrower) in respect of such
purchase or contributions cash in an aggregate amount equal to the Compliance
Amount at such time and (ii) a favorable written opinion (addressed to the
Administrative Agent, the Syndication Agent and the Lenders) of counsel to the
Equity Purchaser, in form and substance reasonably satisfactory to the
Administrative Agent, with respect to the Equity Purchaser and the purchase
agreement referred to in clause (e)(i) of this Section. The purchase agreement
referred to in clause (e) of this Section shall be a Loan Document for all
purposes (other than for purposes of Section 9.02 of the Credit Agreement), and
the Equity Purchaser shall be deemed to be (a) a Loan Party solely for purposes
of Section 4.02(a) of the Credit Agreement and (b) a Subsidiary solely for
purposes of paragraph (c) of Article VII of the Credit Agreement. Any prepayment
of a Term Borrowing described in clause (d) of this Section shall be deemed to
be a mandatory prepayment under Section 2.11(b) of the Credit Agreement.
SECTION 14. 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 15. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
13
SECTION 16. 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 17. Expenses. The Borrower agrees to reimburse the
Administrative Agent and the Syndication Agent for their out-of-pocket expenses
in connection with this Amendment, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Xxxxx, counsel for the Syndication Agent.
SECTION 18. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
14
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the day and
year first written above.
PLIANT CORPORATION, formerly known
as Huntsman Packaging Corporation,
by
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
ASPEN INDUSTRIAL, S.A. DE C.V.,
by
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Treasurer
DEUTSCHE BANK TRUST COMPANY
AMERICAS, formerly known as Bankers
Trust Company, individually and as
Administrative Agent,
by
/s/ M.A. Orlando
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
JPMORGAN CHASE BANK, formerly
known as The Chase Manhattan Bank, as
Syndication Agent,
by
/s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
15
AIMCO CDO SERIES 2000-A,
by
/s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
by
/s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Authorized Signatory
AIMCO CLO SERIES 2001-A,
by
/s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
by
/s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY,
by
/s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
by
/s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Authorized Signatory
16
CENTURION CDO II, LTD.,
By: American Express Asset Management
Group, Inc. as Collateral Manager
by
/s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
CENTURION CDO III, LTD.,
By: American Express Asset Management
Group, Inc. as Collateral Manager
by
/s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
CENTURION CDO VI, LTD.,
By: American Express Asset Management
Group, Inc. as Collateral Manager
by
/s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
SEQUILS - CENTURION V, LTD.,
By: American Express Asset Management
Group, Inc. as Collateral Manager
by
/s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
17
KZH CYPRESSTREE-1 LLC,
by
/s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
KZH ING-2 LLC,
by
/s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
KZH STERLING LLC,
by
/s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
AURUM CLO 2002-1 LTD.,
By: Xxxxx Xxx & Xxxxxxx Incorporated,
as Investment Manager
by
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President &
Portfolio Manager
BANK OF NOVA SCOTIA,
by
/s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
18
THE BANK OF NEW YORK,
by
/s/ Xxxxxxx X. Baerle
------------------------------------
Name: Xxxxxxx X. Baerle
Title: Vice President
BANK ONE, NA,
by
/s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
HANOVER SQUARE CLO LTD.,
By: Blackstone Debt Advisors L.P.,
as Collateral Manager
by
/s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS II, LTD.,
by
/s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Principal
SIERRA CLO I, LTD.,
by
/s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
19
WINGED FOOT FUNDING TRUST,
by
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Agent
LCM I LIMITED PARTNERSHIP,
By: Lyon Capital Management LLC,
as Attorney-in-Fact
by
/s/ Farboud Tavangar
------------------------------------
Name: Farboud Tavangar
Title: Senior Portfolio Manager
CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.,
As: Attoreny-in-Fact and on behalf of
First Allmerica Financial Life Insurance
Company as Portfolio Manager
by
/s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Principal
BRYN MAWR CLO, LTD.,
By: Deerfield Capital Management, LLC
as its Collateral Manager
by
/s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
20
ROSEMONT CLO, LTD.,
By: Deerfield Capital Management, LLC
as its Collateral Manager
by
/s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
SEQUILS-CUMBERLAND I, LTD.,
By: Deerfield Capital Management, LLC
as its Collateral Manager
by
/s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
MUIRFIELD TRADING LLC,
by
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
OLYMPIC FUNDING TRUST, SERIES 1999-1,
by
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Agent
21
ERSTE BANK,
by
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President, Erste Bank
New York Branch
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: First Vice President
FIRSTRUST BANK,
by
/s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
FLAGSHIP CLO II,
by
/s/ Xxxx Xxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Director
IKB INTERNATIONAL S.A.,
by
/s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
by
/s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
22
ARCHIMEDES FUNDING II, LTD.,
By: ING Capital Advisors LLC,
as Collateral Manager
by
/s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: Senior Vice President &
Portfolio Manager
ING-ORYX CLO, LTD.,
By: ING Capital Advisors LLC,
as its Collateral Manager
by
/s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: Senior Vice President &
Portfolio Manager
BALANCED HIGH-YIELD FUND I, LTD.,
By: ING Capital Advisors LLC,
as Asset Manager
by
/s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: Senior Vice President &
Portfolio Manager
PILGRIM CLO 1999-1 LTD.,
By: ING Investments, LLC
as its Investment Manager
by
/s/ Xxxxxxx X. XxXxxxx, CFA
------------------------------------
Name: Xxxxxxx X. XxXxxxx, CFA
Title: Vice President
23
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD,
By: ING Investments, LLC
as its Investment Manager
by
/s/ Xxxxxxx X. XxXxxxx, CFA
------------------------------------
Name: Xxxxxxx X. XxXxxxx, CFA
Title: Vice President
ING PRIME RATE TRUST,
By: ING Investments, LLC
as its Investment Manager
by
/s/ Xxxxxxx X. XxXxxxx, CFA
------------------------------------
Name: Xxxxxxx X. XxXxxxx, CFA
Title: Vice President
XXXXXX FINANCIAL, INC.,
by
/s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Duly Authorized Signatory
XXXXXXX SACHS CREDIT PARTNERS L.P.,
by
/s/ Xxxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory
KATONAH I, LTD.,
by
/s/ Xxxxx Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx Xxxxx
Title: Authorized Officer
24
KATONAH II, LTD.,
by
/s/ Xxxxx Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx Xxxxx
Title: Authorized Officer
KATONAH III, LTD.,
by
/s/ Xxxxx Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx Xxxxx
Title: Authorized Officer
KATONAH IV, LTD.,
by
/s/ Xxxxx Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx Xxxxx
Title: Authorized Officer
MAPLEWOOD (CAYMAN) LIMITED,
By: Xxxxx X. Xxxxxx & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Investment Manager
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
25
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY,
By: Xxxxx X. Xxxxxx & Company Inc.
as Investment Adviser
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
METROPOLITAN LIFE INSURANCE CORPORATION,
by
/s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
MONY LIFE INSURANCE COMPANY,
By: MONY Capital Management, Inc.,
as Investment Adviser
by
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Managing Director
XXXXXX XXXXXXX PRIME INCOME TRUST,
by
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Director
26
NATEXIS BANQUES POPULAIRES,
by
/s/ Xxxxx X. Xxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group
Manager
NATIONAL CITY BANK,
by
/s/ Xxxxxx X. Xxxxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Account Officer
CLYDESDALE CLO 2001-I, LTD.,
By: Nomura Corporate Research and Asset
Management Inc. as Collateral Manager
by
/s/ Xxxxxxxxx XxxXxxx
------------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Vice President
OAK HILL CREDIT PARTNERS I, LIMITED,
By: Oak Hill CLO Management I, LLC as
Investment Manager
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
00
XXX XXXX CREDIT PARTNERS II,
LIMITED,
By: Oak Hill CLO Management II, LLC as
Investment Manager
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
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/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
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/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
28
OCTAGON INVESTMENT PARTNERS II, LLC,
By: Octagon Credit Investors, LLC as
sub-Investment Manager
by
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS III, LTD.,
By: Octagon Credit Investors, LLC as
Portfolio Manager
by
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS IV, LTD.,
By: Octagon Credit Investors, LLC as
Collageral Manager
by
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS V, LTD.,
By: Octagon Credit Investors, LLC as
Portfolio Manager
by
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
29
GALAXY CLO 1999-1, LTD.,
by
/s/ W. Xxxxxxx Xxxxxx
------------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Authorized Agent
KZH SOLEIL LLC,
by
/s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
KZH SOLEIL-2 LLC,
by
/s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
SANKATY ADVISORS, LLC, AS
COLLATERAL MANAGER FOR XXXXX
POINT II CBO 2000-1 LTD., AS TERM
LENDER,
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director and
Portfolio Manager
SANKATY ADVISORS, LLC, AS COLLATERAL
MANAGER FOR CASTLE HILL I - INGOTS, LTD.,
AS TERM LENDER,
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director and
Portfolio Manager
30
SANKATY ADVISORS, LLC, AS COLLATERAL
MANAGER FOR CASTLE HILL II - INGOTS,
LTD., AS TERM LENDER,
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director and
Portfolio Manager
SANKATY ADVISORS, LLC, AS
COLLATERAL MANAGER FOR GREAT
POINT CLO 1999-1 LTD., AS TERM
LENDER,
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director and
Portfolio Manager
SANKATY ADVISORS, LLC, AS
COLLATERAL MANAGER FOR RACE
POINT CLO, LIMITED, AS TERM
LENDER,
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director and
Portfolio Manager
31
SANKATY ADVISORS, LLC, AS
COLLATERAL MANAGER FOR RACE
POINT II CLO, LIMITED, AS TERM
LENDER,
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director and
Portfolio Manager
SANKATY HIGH YIELD PARTNERS III, L.P.
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director and
Portfolio Manager
HARBOUR TOWN FUNDING LLC,
by
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
HARBOUR TOWN FUNDING TRUST,
by
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Agent
32
SMOKY RIVER CDO, L.P.,
By: RBC Leveraged Capital as Portfolio
Advisor
by
/s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Partner
XXXXXXXXX CLO LTD.,
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
by
/s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD,
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
by
/s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
WINDSOR LOAN FUNDING, LIMITED,
By: Xxxxxxxxx Capital Partners LLC as its
Investment Manager
by
/s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
33
XXXXXXXXX ARBITRAGE CDO, LTD.,
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
by
/s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX CARRERA CLO, LTD.,
By: Xxxxxxxxx Capital Partners LLC as its
Asset Manager
by
/s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX QUATTRO CLO, LTD.,
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
by
/s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXX CDO, LTD.,
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
by
/s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
34
SUNAMERICA SENIOR FLOATING RATE FUND
INC.,
By: Xxxxxxxxx Capital Partners LLC as
Subadvisor
by
/s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
LIBERTY FLOATING RATE ADVANTAGE FUND,
By: Xxxxx Xxx & Xxxxxxx Incorporated, as
Advisor
by
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President &
Portfolio Manager
CREDIT INDUSTRIEL ET COMMERCIAL,
by
/s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: First Vice President
by
/s/ Xxxxx X'Xxxxx
------------------------------------
Name: Xxxxx X'Xxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
by
/s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
35
XXX XXXXXX CLO I, LIMITED,
By: Xxx Xxxxxx Investment Advisory Corp
as Collateral Manager
by
/s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
XXX XXXXXX CLO II, LIMITED,
By: Xxx Xxxxxx Investment Advisory Corp
as Collateral Manager
by
/s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
XXX XXXXXX PRIME RATE INCOME TRUST,
By: Xxx Xxxxxx Investment Advisory Corp.
by
/s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Executive Director
XXX XXXXXX SENIOR FLOATING RATE FUND,
By: Xxx Xxxxxx Investment Advisory Corp.
by
/s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Executive Director
36
XXX XXXXXX SENIOR INCOME TRUST,
By: Xxx Xxxxxx Investment Advisory Corp.
by
/s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Executive Director
WACHOVIA BANK, N.A.,
by
/s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
XXXXXXX BANK,
by
/s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Gilsenen
Title: Vice President
XXXXX FARGO BANK, N.A.,
by
/s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
