<PAGE>
[CONFORMED COPY]
AMENDMENT NO. 5
AMENDMENT NO. 5 dated as of August 10, 2000, between POLYMER GROUP,
INC. ("PGI"); each of the other "Borrowers" identified under the caption
"BORROWERS" on the signature pages hereto; each of the Domestic Non-Borrower
Guarantors identified under the caption "DOMESTIC NON-BORROWER GUARANTORS" on
the signature pages hereto; each of the lenders identified under the caption
"LENDERS" on the signature pages hereto (the "Lenders"); and THE CHASE MANHATTAN
BANK, as administrative agent for the Lenders (in such capacity, together with
its successors in such capacity, the "Administrative Agent").
PGI, the other Borrowers, the Domestic Non-Borrower Guarantors, the
Lenders referred to and the Administrative Agent are parties to a Second
Amended, Restated and Consolidated Credit Agreement dated as of July 3, 1997 (as
heretofore amended, the "Credit Agreement"), providing for the Lenders to extend
credit (by way of revolving credit loans, term loans and letters of credit) to
the Borrowers in U.S. Dollars and in certain Alternative Currencies in an
aggregate amount at any time not exceeding U.S. $600,000,000. The parties
hereto desire to amend the Credit Agreement to amend the definition of
Applicable Margin, the Leverage Ratio and the Fixed Charges Ratio and to amend
the Credit Agreement in certain other respects. Accordingly, the parties hereto
hereby agree as follows:
Section 1. Definitions. Capitalized terms used but not otherwise
defined herein have the meanings given them in the Credit Agreement.
Section 2. Amendments. Subject to the conditions specified in
Section 4 hereof, the Credit Agreement shall be amended as follows:
Section 2.01. General. References in the Credit Agreement to "this
Agreement" (and indirect references such as "hereunder", "hereby", "herein" and
"hereof") shall be deemed to be references to the Credit Agreement as amended
hereby.
Section 2.02. Definitions. Section 1.01 of the Credit Agreement shall
be amended by adding the following new definitions and inserting the same in the
appropriate alphabetical locations, as follows:
"Amendment No. 5 Effective Date" shall mean the date on which
Amendment No. 5 shall have been executed and delivered by all parties
thereto and all other conditions to the effectiveness of such amendment
shall have been satisfied.
"Leverage Ratio" shall mean, as at any date, the ratio of Indebtedness
of PGI and its Restricted Subsidiaries (determined on a consolidated basis
without duplication in accordance with GAAP, provided, however, that the
aggregate outstanding face or principal amount of all Transferred Assets in
connection with any Permitted Receivables Financing shall be deemed for
purposes of this definition to be Indebtedness of PGI and
Amendment No. 5
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its Restricted Subsidiaries) on such date to EBITDA for the period of four
fiscal quarters ending on or most recently ended prior to such date.
"Permitted Receivables Financing" shall mean any transaction involving
one or more sales or other conveyances by PGI and/or any Restricted
Subsidiary of any accounts receivable (together with certain related
property relating thereto and the right to collections thereon, the
"Transferred Assets") to a Subsidiary or Affiliate of PGI or a Restricted
Subsidiary (with respect to any such transaction a "Receivables Financing
SPC"), which Receivables Financing SPC either (x) sells (as determined in
accordance with GAAP) such Transferred Assets (or undivided interests
therein) to any Person that is not a Subsidiary or Affiliate of PGI or a
Restricted Subsidiary (with respect to any such transaction, a "Receivables
Financier"), (y) borrows from such Receivables Financier and secures such
borrowings by a pledge of such Transferred Assets and/or (z) otherwise
finances its acquisition of such Transferred Assets, and, in connection
therewith, conveys an interest in such Transferred Assets to the
Receivables Financier, provided that (i) no such transaction shall involve
any recourse to PGI or any Restricted Subsidiary (other than the
Receivables Financing SPC) for any reason other than (A) repurchases of
non-eligible receivables, (B) indemnifications for losses, other than
credit losses related to the receivables transferred in such financing, and
(C) payment of costs, fees, expenses and indemnities relating to such
receivables financing, (ii) no such transaction shall include any Guarantee
by PGI or any Restricted Subsidiary, it being understood that payment by
PGI or any Restricted Subsidiary of any amount of the type described in the
immediately preceding clause (i) which is owing by it to the Receivables
Financing SPC shall not be deemed to be a Guarantee and (iii) the
Administrative Agent shall be reasonably satisfied that the structure of
and the terms of any such transaction, including any applicable discount at
which receivables are sold to the Receivables Financier and any termination
events, shall be (in the good faith understanding of the Administrative
Agent) consistent with those prevailing in the market for similar
transactions or shall otherwise be reasonably acceptable to the
Administrative Agent.
"Redemption Payment" shall mean, collectively, (i) any payment or
other distribution on account of the purchase, redemption, retirement or
other acquisition of any shares of any class of stock of PGI and its
Restricted Subsidiaries and (ii) any purchase, redemption, retirement or
other acquisition for value of, or the setting apart of any money for a
sinking, defeasance or other analogous fund for the purchase, redemption,
retirement or other acquisition of, or the voluntary payment or prepayment
of the principal of or interest on, or any other amount owing in respect
of, any Subordinated Indebtedness, but excluding (x) the refinancing of the
Senior Subordinated Notes to the extent permitted by Section 9.07(h) hereof
and (y) regularly scheduled payments or prepayments of principal and
interest in respect thereof required pursuant to the Senior Subordinated
Debt Documents, the Future Refinancing Debt Documents or the Subordinated
Acquisition Debt Documents, as the case may be.
"Senior Indebtedness" shall mean all Indebtedness of PGI and its
Restricted Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP, provided, however, that the aggregate
outstanding face or principal amount of all Transferred Assets in
connection with any Permitted Receivables Financing shall be
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deemed for purposes of this definition to be Indebtedness of PGI and its
Restricted Subsidiaries), other than Subordinated Indebtedness.
Section 2.03. Revisions to Existing Definition.
--------------------------------
(a) The definition of "Applicable Margin" in Section 1.01 of the
Credit Agreement shall be amended by deleting the first sentence (including the
grid) in its entirety and replacing it with the following:
"Applicable Margin" shall mean with respect to Eurocurrency Revolving
Credit Loans, Base Rate Revolving Credit Loans, Canadian Base Rate Loans,
letter of credit fees (as such term is used in Section 2.03(g) hereof),
commitment fees (as such term is used in Section 2.05 hereof), Eurocurrency
Term B Loans, Base Rate Term B Loans, Eurocurrency Term B-1 Loans, Base
Rate Term B-1 Loans, Eurocurrency Term C Loans and Base Rate Term C Loans
during any Accrual Period (as defined below), the respective rates set
forth below for such Loans of such Class and Type and such fees for such
Accrual Period, which rates shall be based upon the Leverage Ratio for such
Accrual Period:
<TABLE>
<CAPTION>
Base Rate
Revolving
Credit
Loans and Eurocurrency Base Rate
Eurocurrency Canadian Letter Term B and Term B and Base Rate
Leverage Revolving Base Rate Of Commitment Term B-1 Term B-1 Eurocurrency Term C
Ratio Credit Loans Loans Credit Fees Fees Loans Loans Term C Loans Loans
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Greater
than or
Equal to
5.50 3.00% 2.00% 3.00% 0.50% 3.50% 2.50% 3.75% 2.75%
----------------------------------------------------------------------------------------------------------------------------
Less than
5.50 2.75% 1.75% 2.75% 0.50% 3.25% 2.25% 3.50% 2.50%
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(b) The definition of "Applicable Margin" shall be further amended by
deleting the last paragraph in its entirety and replacing it with the following:
"Anything in this Agreement to the contrary notwithstanding, the
Applicable Margin shall be the highest applicable rate provided for above
(i.e., 3.00% for Eurocurrency Revolving Credit Loans, 2.00% for Base Rate
Revolving Credit Loans and Canadian Base Rate Loans, 3.00% for letter of
credit fees, 0.50% for commitment fees, 3.50% for Eurocurrency Term B Loans
and Eurocurrency Term B-1 Loans, 2.50% for Base Rate Term B Loans and Base
Rate Term B-1 Loans, 3.75% for Eurocurrency Term C Loans and 2.75% for Base
Rate Term C Loans) (i) during any period when an Event of Default shall
have occurred and be continuing or (ii) if the Obligors shall default in
the delivery of any financial statements pursuant to Section 9.01(a) or
9.01(b) hereof, or in the delivery of the certificate of a senior financial
officer pursuant to Section 9.05(d)(iv)(z)."
Amendment No. 5
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Section 2.04. Changes of Commitments. Section 2.04(a) of the Credit
shall be amended to read in its entirety as follows:
"(a) The aggregate amount of the Facility A and Facility B Revolving
Credit Commitments shall be automatically reduced to zero on the Revolving
Credit Termination Date. The Term B Loan Commitments shall be automatically
terminated on the earlier of (i) the Term B Loan Closing Date (following
the making of the loans under Section 2.01(c) hereof to be made on such
Date) and (ii) the Term B Loan Commitment Termination Date. The Term B-1
Loan Commitments shall be automatically terminated on the Term B-1 Loan
Closing Date (following the making of the loans under Section 2.01(d)
hereof to be made on such Date). The Term C Loan Commitments shall be
automatically terminated on the Term C Loan Closing Date (following the
making of the loans under Section 2.01(e) hereof to be made on such Date)
or, if the Term C Loan Closing Date does not occur prior to the Term C Loan
Commitment Termination Date, on the Term C Loan Commitment Termination
Date.
The aggregate amount of the Facility A Revolving Credit Commitments
shall be automatically reduced on each Reduction Date set forth below by
the amount set forth opposite the Reduction Date set forth below (or such
lesser amount as will bring the Facility A Revolving Credit Commitments to
zero):
<TABLE>
<CAPTION>
Amount of
Facility A Revolving Credit
Reduction Date Commitment Reduction
-------------- ---------------------------
<S> <C>
December 20, 2001 U.S. $25,000,000
June 20, 2002 U.S. $25,000,000
December 20, 2002 U.S. $25,000,000
</TABLE>
Upon any such reduction, PGI shall make any necessary prepayments in order
that the aggregate outstanding principal amount of the Facility A Revolving
Credit Loans shall not exceed the then-outstanding amount of the Facility A
Revolving Credit Commitments, such prepayments to be applied first to
Facility A Revolving Credit Loans denominated in U.S. Dollars, and second to
Facility A Revolving Credit Loans denominated in Dutch Guilders."
Section 2.05. Prohibition of Fundamental Changes. Section 9.05 of the
Credit Agreement shall be amended by deleting the word "and" at the end of
paragraph (d)(iii) thereof, adding the word "and" to the end of paragraph
(d)(iv)(z) thereof and amending preamble to paragraph (iv) thereof to read in
its entirety as follows:
"(iv) at any time on and after the last day of the first fiscal
quarter of 2002, PGI or any of its Restricted Subsidiaries may make any
Acquisition, so long as"
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Section 2.06. Prohibition of Fundamental Changes. Section 9.05(d) of
the Credit Agreement shall be amended by adding the following paragraphs (v)
and (vi) thereof to read in their entirety as follows:
"(v) at any time during the period from and after the Amendment No. 5
Effective Date to but excluding the last day of the first fiscal quarter of
2002, PGI or any of its Restricted Subsidiaries may any Acquisition so long
as the aggregate amount of consideration paid in respect of all such
Acquisitions does not exceed $10,000,000; and
(vi) nothing in this Section 9.05 shall prohibit the transfer, sale or
other conveyance of accounts receivable and related property by PGI or any
of its Restricted Subsidiaries pursuant to a Permitted Receivables
Financing, provided that the aggregate consideration received by a
Receivables Financing SPC (as such term is defined in the definition of
Permitted Receivables Financing in Section 1.01 hereof) in respect of all
such Permitted Receivables Financings shall not exceed $100,000,000,
provided further that all such consideration shall, upon receipt, be applied
towards the prepayment of the Term C Loans, Term B-1 Loans, Term B Loans and
Revolving Credit Loans (and Letter of Credit Liabilities) and the reduction
of the Revolving Credit Commitments pro rata in accordance with the
respective then outstanding aggregate principal amounts of Term C Loans,
Term B-1 Loans, Term B Loans and Revolving Credit Commitments in the manner
specified in Section 2.10(e) hereof."
Section 2.07. Limitation on Liens. Section 9.06 of the Credit
Agreement shall be amended by deleting the word "and" at the end of paragraph
(j) thereof, adding the word "and" to the end of paragraph (k) thereof and
adding the following new paragraph (l) to read in its entirety as follows:
"(l) Liens created or granted in favor of a Receivables Financing SPC
or Receivables Financier (as such terms are defined in the definition of
Permitted Receivables Financing in Section 1.01 hereof) in connection with a
Permitted Receivables Financing permitted by Section 9.05(d)(vi) hereof but
only to the extent that any such Lien relates to the applicable receivables
and related property (or undivided interests therein) actually sold,
contributed, financed or otherwise conveyed or pledged pursuant to such
financing."
Section 2.08. Restricted Payments. Section 9.09 of the Credit
Agreement shall be amended by deleting the final paragraph thereof and replacing
it in its entirety with the following:
"Notwithstanding the foregoing, (a) PGI may make cash payments to
officers and employees in respect of shares of stock (or options therefor)
granted to such officers and employees upon the termination of employment of
such officer or employee (so long as the aggregate amount thereof paid in
any single fiscal year shall not exceed U.S. $750,000) (and such cash
payments shall not be included in determining the amount of Restricted
Payments permitted above) and (b) no Obligor will, nor will it permit any of
its Restricted Subsidiaries to make any Redemption Payment at any time
during the period
Amendment No. 5
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from and after the Amendment No. 5 Effective Date to but excluding the last
day of the first fiscal quarter of 2002."
Section 2.09. Leverage Ratio. Section 9.10(a) of the Credit
Agreement shall be amended to read in its entirety as follows:
"(a) Leverage Ratio. PGI will not permit the Leverage Ratio to
exceed the following respective ratios at the end of any fiscal quarter
which falls within the following respective periods:
<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
From the Amendment No. 5 Effective Date
through but excluding the last day
of the fourth fiscal quarter in 2000 6.80 to 1
From the last day of the fourth fiscal
quarter in 2000 through but excluding the
last day of the first fiscal quarter in 2001 6.85 to 1
From the last day of the first fiscal
quarter in 2001 through but excluding the
last day of the second fiscal quarter in 2001 6.75 to 1
From the last day of the second fiscal
quarter in 2001 through but excluding the
last day of the third fiscal quarter in 2001 6.25 to 1
From the last day of the third fiscal
quarter in 2001 through but excluding the
last day of the fourth fiscal quarter in 2001 5.50 to 1
From the last day of the fourth fiscal
quarter in 2001 through but excluding the last
day of the first fiscal quarter in 2002 5.00 to 1
From the last day of the first fiscal
quarter in 2002 through but excluding the last
day of the first fiscal quarter in 2003 4.50 to 1
From the last day of the first fiscal
quarter in 2003 and at all times thereafter 4.25 to 1"
</TABLE>
Amendment No. 5
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Section 2.10. Fixed Charges Ratio. Section 9.10(c) of the Credit
Agreement shall be amended to read in its entirety as follows:
"(c) Fixed Charges Ratio. PGI will not permit the Fixed Charges
Ratio to be less than the following respective ratios at the end of any
fiscal quarter which falls within the following respective periods:
<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
From the Amendment No. 5 Effective Date
through but excluding the last day
of the fourth fiscal quarter in 2000 1.10 to 1
From the last day of the fourth fiscal
quarter in 2000 through but excluding the
last day of the first fiscal quarter in 2001 1.00 to 1
From the last day of the first fiscal
quarter in 2001 through but excluding the
last day of the second fiscal quarter in 2001 0.55 to 1
From the last day of the second fiscal
quarter in 2001 through but excluding the
last day of the third fiscal quarter in 2001 0.75 to 1
From the last day of the third fiscal
quarter in 2001 through but excluding the
last day of the fourth fiscal quarter in 2001 1.10 to 1
From the last day of the fourth fiscal
quarter in 2001 through but excluding the last 1.30 to 1
day of the first fiscal quarter in 2002
From the last day of the first fiscal
quarter in 2002 and at all times thereafter 1.40 to 1"
</TABLE>
Section 2.11. Capital Expenditures. Section 9 of the of the Credit
Agreement shall be amended by adding the following Section 9.20 thereto to read
in its entirety as follows:
"9.20 Capital Expenditures. Notwithstanding anything to the contrary
herein contained, PGI shall not permit the aggregate amount of Capital
Expenditures made by PGI and its Restricted Subsidiaries to exceed
$120,000,000 in fiscal year 2000 or $80,000,000 in fiscal year 2001. Within
30 days from the end of fiscal year 2000 and fiscal year 2001, PGI shall
furnish to the Administrative Agent a certificate of a senior
Amendment No. 5
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-8-
financial officer of PGI setting forth in reasonable detail the aggregate
amount of Capital Expenditures spent by PGI and its Restricted Subsidiaries
during the such respective fiscal year."
Section 3. Representations and Warranties. Each Obligor represents
and warrants to the Lenders and the Administrative Agent that the
representations and warranties set forth in Section 8 of the Credit Agreement as
amended hereby are true and complete on the date hereof as if made on and as of
the date hereof and as if each reference in said Section 8 to "this Agreement"
include reference to this Amendment No. 5 and to the Credit Agreement as amended
hereby.
Section 4. Conditions. This Amendment shall become effective as of
August 10, 2000 (the "Effective Date") upon the satisfaction prior to such date
of each of the following conditions precedent to effectiveness (each document
referred to below to be in form and substance satisfactory to the Administrative
Agent):
Section 4.01 Execution. This Amendment No. 5 shall have been
executed and delivered by each Obligor, by Lenders constituting the
Majority Lenders under the Credit Agreement and by the Administrative
Agent.
Section 4.02 Corporate Documents. The Administrative Agent shall
have received certified copies of the charter and by-laws (or equivalent
documents) of each Group Member (or a certification by PGI that said
documents have not been modified or amended since April 18, 2000) and of
all documents evidencing corporate authority for each Group Member
(including, without limitation, resolutions of their respective Boards of
Directors and evidence of the incumbency of officers) with respect to the
execution, delivery and performance of this Amendment and the Credit
Agreement as amended hereby.
Section 4.03 Opinion of Counsel to the Group Members. The
Administrative Agent shall have received an opinion, dated the Effective
Date, of Kirkland & Ellis, special New York counsel to the Group Members,
covering such matters relating hereto as the Administrative Agent may
require (and each Obligor hereby instructs such counsel to deliver such
opinion to the Lenders and to the Administrative Agent).
Section 4.04. Fees and Expenses. The Administrative Agent shall have
received all fees and other amounts due and payable on or prior to the
Effective Date, including (i) such amendment, upfront and other fees as
have been agreed to be paid in connection with the amendment of the Credit
Agreement as contemplated hereby and (ii) to the extent invoiced,
reimbursement or payment of all reasonable out-of-pocket expenses incurred
by the Administrative Agent in connection with this Amendment No. 5.
Section 6. Information Updates. PGI affirms its intention that,
during the period commencing on the date that this Amendment No. 5 shall become
effective to but excluding the last day of the first fiscal quarter of 2002, it
shall, at the request of the Administrative Agent or the Majority Lenders,
participate in one telephone conference call per fiscal quarter in which it
Amendment No. 5
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shall provide to the Lenders an overview of, and an opportunity to ask any
questions reasonably related to, its business and operations.
Section 6. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 5 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 5 by signing any such counterpart. This
Amendment No. 5 shall be governed by, and construed in accordance with, the law
of the State of New York.
Amendment No. 5
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to
be duly executed and delivered as of the day and year first above written.
THE BORROWERS
-------------
POLYMER GROUP, INC. PGI NONWOVENS B.V.
By: /s/ Jerry Zucker By: /s/ Jerry Zucker
--------------------------- ------------------------------
Title: President Title: President
CHICOPEE HOLDINGS B.V. FABRENE INC.
By: /s/ Jerry Zucker By: /s/ Jerry Zucker
--------------------------- ------------------------------
Title: President Title: President
DOMESTIC NON-BORROWER GUARANTORS
--------------------------------
FIBERTECH GROUP, INC. CHICOPEE, INC.
By: /s/ Jerry Zucker By: /s/ Jerry Zucker
--------------------------- ------------------------------
Title: Title:
PGI POLYMER, INC. PGI EUROPE, INC.
By: /s/ Jerry Zucker By: /s/ Jerry Zucker
--------------------------- ------------------------------
Title: Title: Chairman, President and CEO
TECHNETICS GROUP, INC. FABRENE GROUP, L.L.C.
By: /s/ Jerry Zucker By: /s/ Jerry Zucker
--------------------------- ------------------------------
Title: Title:
Amendment No. 5
---------------
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FABRENE CORP. FIBERGOL CORPORATION
By: /s/ Jerry Zucker By: /s/ Jerry Zucker
--------------------------- ------------------------------
Title: Title:
FABRENE GROUP, INC. PNA CORP.
By: /s/ Jerry Zucker By: /s/ Jerry Zucker
--------------------------- ------------------------------
Title: President Title: President
FNA POLYMER CORP. FABPRO ORIENTED POLYMERS, INC.
By: /s/ Jerry Zucker By: /s/ Jerry Zucker
--------------------------- ------------------------------
Title: President Title: President
Amendment No. 5
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LENDERS
-------
THE CHASE MANHATTAN BANK THE CHASE MANHATTAN
as Lender and Administrative Agent BANK OF CANADA
By: /s/ Peter Dedousis By: /s/ Christine Chan
--------------------------- ------------------------------
Title: Managing Director
By: /s/ Drew McDonald
------------------------------
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA,
as Canadian Dollar Lender
By: /s/ William E. Zarrett By:/s/ Judy McKay
--------------------------- ------------------------------
Title: Managing Director Title: Director
BHF (USA) CAPITAL CORPORATION FIRST UNION NATIONAL BANK
By: /s/ Dana L. McDougall By: /s/ David J.C. Sllander
--------------------------- ------------------------------
Title: Vice President Title: Vice President
By: /s/ Aurelio Almonte
-------------------
Title: Associate
BALANCED HIGH YIELD FUND I LTD., BALANCED HIGH YIELD FUND II LTD.,
By: BHF (USA) Capital Corporation By: BHF (USA) Capital Corporation,
acting as Attorney-in-Fact acting as Attorney-in-Fact
By: /s/ Dana L. McDougall By: /s/ Dana L. McDougall
--------------------------- ------------------------------
Title: Vice President Title: Vice President
By: /s/ Aurelio Almonte By: /s/ Aurelio Almonte
--------------------------- ------------------------------
Title: Associate Title: Associate
Amendment No. 5
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CIBC INC. CREDIT INDUSTRIEL
ET COMMERCIAL
By: /s/ Stephanie E. DeVane By: /s/ Brian O'Leary
--------------------------- ------------------------------
Title: Executive Director Title: Vice President
By: /s/ Marcus Edward
------------------------------
Title: Vice President
WACHOVIA BANK, N.A. DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK AG
By: /s/ Donald E. Sellers, Jr. By: /s/ Sabine Wendt
--------------------------- ------------------------------
Title: Senior Vice President Title: Vice President
By: /s/ Lynne McCarthy
------------------------------
Title: Vice President
MERITA BANK PLC., NATIONAL CITY BANK
NEW YORK BRANCH
By: /s/ Garry Weiss By: /s/ John Platek
--------------------------- ------------------------------
Title: Vice President Title: Account Officer
By: /s/ Charles J. Lansdown
---------------------------
Title: Senior Vice President
Amendment No. 5
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ERSTE BANK THE DAI-ICHI KANGYO
BANK, LIMITED
By: /s/ Arcinee Hovanassian By: /s/ Naoki Yamamori
------------------------------ --------------------------------
Title: Vice President Title: Senior Vice President
Department Head
By: /s/ John S. Runnion
-------------------
Title: First Vice President
BANK ONE, NA (MAIN OFFICE SEQUILS I, LTD.
CHICAGO) By: TCW Advisors, Inc. as its
f.k.a. The First National Bank of Collateral Manager
Chicago
By: /s/ Steven P. Sullivan By: /s/ Mark L. Gold
------------------------------ ------------------------------
Title: Corporate Banking Title: Managing Director
Officer
By: /s/ Jonathan R. Insull
------------------------------
Title: Senior Vice President
DELANO COMPANY CAPTIVA IV FINANCE LTD.
By: Pacific Investment Management as advised by Pacific Investment
Company as its investment Management Company
advisor
By: /s/ Mohan V. Phansalkar By: /s/ John H. Cullinane
------------------------------ --------------------------------
Title: Senior Vice President Title: Director
Amendment No. 5
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ARCHIMEDES FUNDING II, LTD. ING HIGH INCOME PRINCIPAL
By: ING Capital Advisors LLC PRESERVATION FUND HOLDINGS, LDC
as Collateral Manager By: ING Capital Advisors LLC,
as Investment Advisor
By: /s/ Richard Barger By: /s/ Richard Barger
------------------------------ ------------------------------
Title: Vice President Title: Vice President
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Richard Barger
------------------------------
Title: Vice President
MORGAN STANLEY DEAN WITTER AVALON CAPITAL LTD.
PRIME INCOME TRUST By: INVESCO Senior Secured Management
as Portfolio Advisor
By: /s/ Peter Gewirtz By:
------------------------------ ------------------------------
Title: Vice President Title:
By:
------------------------------
Title:
PILGRIM PRIME RATE TRUST VAN KAMPEN CLO I, LTD.
By: Pilgrim Investments, Inc. By: Van Kampen Management Inc.
as its Investment Manager as Collateral Manager
By: By: /s/ Darvin D. Pierce
------------------------------ ------------------------------
Title: Title: Vice President
Amendment No. 5
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SENIOR DEBT PORTFOLIO EATON VANCE INSTITUTIONAL
By: Boston Management and Research SENIOR LOAN FUND
as Investment Advisor By: Eaton Vance Management,
as Investment Adviser
By: /s/ Payson F. Swaffield By: /s/ Payson F. Swaffield
------------------------------ ------------------------------
Title: Vice President Title: Vice President
EATON VANCE SENIOR INCOME TRUST SRV - HIGHLAND, INC.
By: Eaton Vance Management,
as Investment Adviser
By: /s/ Payson F. Swaffield By: /s/ Ann E. Morris
------------------------------ ------------------------------
Title: Vice President Title: Asst. Vice President
SUNTRUST BANK
By:
------------------------------
Title:
By:
------------------------------
Title:
ABN AMRO BANK, N.V. STAR BANK, N.A.
By: /s/ Thomas M. Toerpe By:
------------------------------ ------------------------------
Title: Vice President Title:
By: /s/ Laurie D. Flom
------------------------------
Title: Group Vice President
Amendment No. 5
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CYPRESSTREE INVESTMENT FUND, NORTH AMERICAN SENIOR
FLOATING
LLC RATE FUND
By: Cypress Tree Investment Management By: Cypress Tree Investment Management
Company, Inc., Company, Inc.,
its Managing Member as Portfolio Manager
By: /s/ Jeffrey W. Heuer By: /s/ Jeffrey W. Heuer
-------------------- --------------------
Title: Principal Title: Principal
CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC.
As: Attorney-in-Fact and on behalf of
First Allmerica Financial Life
Insurance Company as Portfolio
Manager
By: /s/ Jeffrey W. Heuer
--------------------
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS CYPRESSTREE SENIOR FLOATING
II LTD., RATE FUND
By: CypressTree Investment Management By: CypressTree Investment Management
Company, Inc., Company, Inc.,
as Portfolio Manager as Portfolio Manager
By: /s/ Jeffrey W. Heuer By: /s/ Jeffrey W. Heuer
-------------------- --------------------
Title: Principal Title: Principal
Amendment No. 5
---------------
<PAGE>
-18-
KZH CRESCENT LLC KZH CRESCENT-2 LLC
By: /s/ Peter Chin By: /s/ Peter Chin
------------------------------ ------------------------------
Title: Authorized Agent Title: Authorized Agent
KZH CYPRESSTREE-1 LLC KZH ING-2 LLC
By: /s/ Peter Chin By: /s/ Peter Chin
------------------------------ ------------------------------
Title: Authorized Agent Title: Authorized Agent
KZH SHOSHONE LLC KZH CRESCENT-3 LLC
By: /s/ Peter Chin By: /s/ Peter Chin
------------------------------ ------------------------------
Title: Authorized Agent Title: Authorized Agent
BLACK DIAMOND CLO 2000-1 LTD. STEIN ROE FLOATING RATE
LIMITED LIABILITY COMPANY
By: /s/ John H. Gullinane By: /s/ James R. Fellows
------------------------------ ------------------------------
Title: Director Title: Senior Vice President
Stein Roe & Farnham
Incorporated, as Advisor to
the Stein Roe Floating Rate
Limited Liability Company
Amendment No. 5
---------------
<PAGE>
-19-
OXFORD STRATEGIC INCOME FUND SIGNATURE 4 LIMITED
By: Eaton Vance Management By: John Hancock Life Insurance Company
as Investment Advisor as Portfolio Advisor
By: /s/ Payson F. Swaffield By: /s/ Stephen J. Blewitt
------------------------------ ------------------------------
Title: Vice President Title: Managing Director
SEQUILS IV, LTD. BANK OF MONTREAL
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Mark L. Gold By: /s/ Eric Scoffield
------------------------------ ------------------------------
Title: Managing Director Title: Vice President
By: /s/ Jonathan R. Insull
------------------------------
ROYALTON COMPANY PILGRIM CLO 1999-1 LTD.
By: Pacific Investment Management By: Pilgrim Investments, Inc.
Company as its Investment Advisor as its investment manager
By: /s/ Mohan V. Phansalkar By: /s/ Charles E. LeMieux
------------------------------ ------------------------------
Title: Senior Vice President Title: Vice President
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Eric Kochanowakl
------------------------------
Title: Associate
Amendment No. 5
---------------
<PAGE>
-20-
ATHENA CDO, LIMITED MAPLEWOOD (CAYMAN) LIMITED
By: Pacific Investment Management By: David L. Babson & Company Inc.
Company as its Investment Advisor under delegated authority from
Massachusetts Mutual Life Insurance
Company as Investment Manager
By: /s/ Mohan V. Phansalkar
------------------------------
Title: Senior Vice President
By: /s/ Mary Ann McCarthy
------------------------------
Title: Managing Director
ARCHIMEDES FUNDING III, LTD. MASSACHUSETTS MUTUAL LIFE
By: ING Capital Advisors LLC, INSURANCE COMPANY
as Collateral Manager By: David L. Babson & Company Inc.
as Investment Adviser
By: /s/ Richard Barger By: /s/ Mary Ann McCarthy
------------------------------ ------------------------------
Title: Vice President Title: Managing Director
SWISS LIFE US RAINBOW LIMITED FLOATING RATE PORTFOLIO
By: ING Capital Advisors LLC By: INVESCO Senior Secured Management
as Investment Advisor Inc. as attorney in fact
By: /s/ Richard Barger By: /s/ Joseph Rotondo
------------------------------ ------------------------------
Title: Vice President Title: Authorized Signatory
OAK HILL SECURITIES FUND II, L.P. CERES II FINANCE LTD.
By: Oak Hill Securities GenPar II, L.P. By: INVESCO Senior Secured Management,
its General Partner Inc. as Sub-Managing Agent
(Financial)
By: Oak Hill Securities MGP II, L.P.
its General Partner By: /s/ Joseph Rotondo
------------------------------
Title: Authorized Signatory
By: /s/ Scott D. Krase
------------------------------
Title: Vice President
Amendment No.5
--------------
<PAGE>
-21-
OCTAGON INVESTMENT PARTNERS II, LLC OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC By: Octagon Credit Investors, LLC
As sub-investment manager as Portfolio Manager
By: /s/ Michael B. Nechamkin By: /s/ Michael B. Nechamkin
------------------------------ ------------------------------
Title: Portfolio Manager Title: Portfolio Manager
OPPENHEIMER SENIOR FLOATING RATE
FUND
By: /s/ Robert Bishop
------------------------------
Title Vice President:
HARBOURVIEW CDO II LTD.
By: /s/ Robert Bishop
------------------------------
Title: Vice President
ELF FUNDING TRUST 1
Highland Capital Management, L.P.
As Collateral Manager
HIGHLAND LEGACY LIMITED, L.P.
Highland Capital Management, L.P.
As Collateral Manager
By: /s/ James Donero
------------------------------
Title: President
Highland Capital Management L.P.
Amendment No. 5
---------------
