PLIANT CORP
AMENDMENT NUMBER 5 TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>11
<FILENAME>dex1022.txt
<DESCRIPTION>AMENDMENT NUMBER 5 TO CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                   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 J.P. Morgan Partners (BHCA), L.P.

<PAGE>

                                                                               2

               (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 J.P. Morgan 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:

<PAGE>

                                                                               3

               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

<PAGE>

                                                                               4

         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:

<TABLE>
<CAPTION>
========================================================================================================
            Leverage Ratio                 ABR Spread        Eurodollar Spread     Commitment Fee Rate
            --------------                 ----------        -----------------     -------------------
--------------------------------------------------------------------------------------------------------
<S>                                            <C>                  <C>                    <C>
              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
========================================================================================================
</TABLE>

               (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".

<PAGE>

                                                                               5

               (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

<PAGE>

                                                                               6

         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

<PAGE>

                                                                               7

         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

<PAGE>

                                                                               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

<PAGE>

                                                                               9

         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:

<PAGE>


                                                                            10
               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

<PAGE>

                                                                            11

         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

<PAGE>

                                                                              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.

<PAGE>

                                                                              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 & Moore, 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.


<PAGE>

                                                                              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/    Brian E. Johnson
                                            ------------------------------------
                                            Name:  Brian E. Johnson
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        ASPEN INDUSTRIAL, S.A. DE C.V.,

                                         by
                                            /s/    Brian E. Johnson
                                            ------------------------------------
                                            Name:  Brian E. Johnson
                                            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:  Marco Orlando
                                            Title: Director


                                       JPMORGAN CHASE BANK, formerly
                                       known as The Chase Manhattan Bank, as
                                       Syndication Agent,

                                         by
                                            /s/    Peter A. Dedousis
                                            ------------------------------------
                                            Name:  Peter A. Dedousis
                                            Title: Managing Director

<PAGE>

                                                                              15

                                       AIMCO CDO SERIES 2000-A,

                                         by
                                            /s/    Chris Goergen
                                            ------------------------------------
                                            Name:  Chris Goergen
                                            Title: Authorized Signatory


                                         by
                                            /s/    David Walsh
                                            ------------------------------------
                                            Name:  David Walsh
                                            Title: Authorized Signatory


                                       AIMCO CLO SERIES 2001-A,

                                         by
                                            /s/    Chris Goergen
                                            ------------------------------------
                                            Name:  Chris Goergen
                                            Title: Authorized Signatory


                                         by
                                            /s/    David Walsh
                                            ------------------------------------
                                            Name:  David Walsh
                                            Title: Authorized Signatory


                                       ALLSTATE LIFE INSURANCE COMPANY,

                                         by
                                            /s/    Chris Goergen
                                            ------------------------------------
                                            Name:  Chris Goergen
                                            Title: Authorized Signatory


                                         by
                                            /s/    David Walsh
                                            ------------------------------------
                                            Name:  David Walsh
                                            Title: Authorized Signatory

<PAGE>

                                                                              16

                                       CENTURION CDO II, LTD.,

                                       By: American Express Asset Management
                                       Group, Inc. as Collateral Manager

                                         by
                                            /s/    Leanne Stavrakis
                                            ------------------------------------
                                            Name:  Leanne Stavrakis
                                            Title: Director - Operations


                                       CENTURION CDO III, LTD.,

                                       By: American Express Asset Management
                                       Group, Inc. as Collateral Manager

                                         by
                                            /s/    Leanne Stavrakis
                                            ------------------------------------
                                            Name:  Leanne Stavrakis
                                            Title: Director - Operations


                                       CENTURION CDO VI, LTD.,

                                       By: American Express Asset Management
                                       Group, Inc. as Collateral Manager

                                         by
                                            /s/    Leanne Stavrakis
                                            ------------------------------------
                                            Name:  Leanne Stavrakis
                                            Title: Director - Operations


                                       SEQUILS - CENTURION V, LTD.,

                                       By: American Express Asset Management
                                       Group, Inc. as Collateral Manager

                                         by
                                            /s/    Leanne Stavrakis
                                            ------------------------------------
                                            Name:  Leanne Stavrakis
                                            Title: Director - Operations

<PAGE>

                                                                            17

                                       KZH CYPRESSTREE-1 LLC,

                                         by
                                            /s/    Dorian Herrera
                                            ------------------------------------
                                            Name:  Dorian Herrera
                                            Title: Authorized Agent


                                       KZH ING-2 LLC,

                                         by
                                            /s/    Dorian Herrera
                                            ------------------------------------
                                            Name:  Dorian Herrera
                                            Title: Authorized Agent


                                       KZH STERLING LLC,

                                         by
                                            /s/    Dorian Herrera
                                            ------------------------------------
                                            Name:  Dorian Herrera
                                            Title: Authorized Agent


                                       AURUM CLO 2002-1 LTD.,

                                       By: Stein Roe & Farnham Incorporated,
                                       as Investment Manager

                                         by
                                            /s/    James R. Fellows
                                            ------------------------------------
                                            Name:  James R. Fellows
                                            Title: Senior Vice President &
                                                   Portfolio Manager


                                       BANK OF NOVA SCOTIA,

                                         by
                                            /s/    Mark Sparrow
                                            ------------------------------------
                                            Name:  Mark Sparrow
                                            Title: Director

<PAGE>

                                                                              18

                                       THE BANK OF NEW YORK,

                                         by
                                            /s/    Lizanne J. Baerle
                                            ------------------------------------
                                            Name:  Lizanne J. Baerle
                                            Title: Vice President


                                       BANK ONE, NA,

                                         by
                                            /s/    Mark F. Nelson
                                            -----------------------------------
                                            Name:  Mark F. Nelson
                                            Title: Vice President


                                       HANOVER SQUARE CLO LTD.,

                                       By: Blackstone Debt Advisors L.P.,
                                       as Collateral Manager

                                         by
                                            /s/    Dean T. Criares
                                            ------------------------------------
                                            Name:  Dean T. Criares
                                            Title: Managing Director


                                       CARLYLE HIGH YIELD PARTNERS II, LTD.,

                                         by
                                            /s/    Linda Pace
                                            ------------------------------------
                                            Name:  Linda Pace
                                            Title: Principal


                                       SIERRA CLO I, LTD.,

                                         by
                                            /s/    Kevin J. Hickam
                                            ------------------------------------
                                            Name:  Kevin J. Hickam
                                            Title: Managing Director

<PAGE>

                                                                              19

                                       WINGED FOOT FUNDING TRUST,

                                         by
                                            /s/    Diana L. Mushill
                                            ------------------------------------
                                            Name:  Diana L. Mushill
                                            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/    Jeffrey Megar
                                            ------------------------------------
                                            Name:  Jeffrey Megar
                                            Title: Principal


                                       BRYN MAWR CLO, LTD.,

                                       By: Deerfield Capital Management, LLC
                                       as its Collateral Manager

                                         by
                                            /s/    Mark E. Wittnebel
                                            ------------------------------------
                                            Name:  Mark E. Wittnebel
                                            Title: Senior Vice President

<PAGE>

                                                                              20

                                       ROSEMONT CLO, LTD.,

                                       By: Deerfield Capital Management, LLC
                                       as its Collateral Manager

                                         by
                                            /s/    Mark E. Wittnebel
                                            ------------------------------------
                                            Name:  Mark E. Wittnebel
                                            Title: Senior Vice President


                                       SEQUILS-CUMBERLAND I, LTD.,

                                       By: Deerfield Capital Management, LLC
                                       as its Collateral Manager
                                         by
                                            /s/    Mark E. Wittnebel
                                            ------------------------------------
                                            Name:  Mark E. Wittnebel
                                            Title: Senior Vice President


                                       MUIRFIELD TRADING LLC,

                                         by
                                            /s/    Diana L. Mushill
                                            ------------------------------------
                                            Name:  Diana L. Mushill
                                            Title: Assistant Vice President


                                       OLYMPIC FUNDING TRUST, SERIES 1999-1,

                                         by
                                            /s/    Diana L. Mushill
                                            ------------------------------------
                                            Name:  Diana L. Mushill
                                            Title: Authorized Agent

<PAGE>

                                                                              21

                                       ERSTE BANK,

                                         by
                                            /s/    Brandon A. Meyerson
                                            ------------------------------------
                                            Name:  Brandon A. Meyerson
                                            Title: Vice President, Erste Bank
                                                   New York Branch


                                         by
                                            /s/    Bryan J. Lynch
                                            ------------------------------------
                                            Name:  Bryan J. Lynch
                                            Title: First Vice President


                                       FIRSTRUST BANK,

                                         by
                                            /s/    Bryan T. Denney
                                            ------------------------------------
                                            Name:  Bryan T. Denney
                                            Title: Vice President


                                       FLAGSHIP CLO II,

                                         by
                                            /s/    Mark Pelletier
                                            ------------------------------------
                                            Name:  Mark Pelletier
                                            Title: Director


                                       IKB INTERNATIONAL S.A.,

                                         by
                                            /s/    Manfred Zlwey
                                            ------------------------------------
                                            Name:  Manfred Zlwey
                                            Title: Director


                                         by
                                            /s/    Stephen Jessett
                                            ------------------------------------
                                            Name:  Stephen Jesset
                                            Title: Director

<PAGE>

                                                                              22

                                       ARCHIMEDES FUNDING II, LTD.,

                                       By: ING Capital Advisors LLC,
                                       as Collateral Manager

                                         by
                                            /s/    Gordon Cook
                                            ------------------------------------
                                            Name:  Gordon Cook
                                            Title: Senior Vice President &
                                                   Portfolio Manager


                                       ING-ORYX CLO, LTD.,

                                       By: ING Capital Advisors LLC,
                                       as its Collateral Manager

                                         by
                                            /s/    Gordon Cook
                                            ------------------------------------
                                            Name:  Gordon Cook
                                            Title: Senior Vice President &
                                                   Portfolio Manager


                                       BALANCED HIGH-YIELD FUND I, LTD.,

                                       By: ING Capital Advisors LLC,
                                       as Asset Manager

                                         by
                                            /s/    Gordon Cook
                                            ------------------------------------
                                            Name:  Gordon Cook
                                            Title: Senior Vice President &
                                                   Portfolio Manager


                                       PILGRIM CLO 1999-1 LTD.,

                                       By: ING Investments, LLC
                                       as its Investment Manager

                                         by
                                            /s/    Charles E. LeMieux, CFA
                                            ------------------------------------
                                            Name:  Charles E. LeMieux, CFA
                                            Title: Vice President

<PAGE>

                                                                              23

                                       ML CLO XII PILGRIM AMERICA (CAYMAN) LTD,

                                       By: ING Investments, LLC
                                       as its Investment Manager

                                         by
                                            /s/    Charles E. LeMieux, CFA
                                            ------------------------------------
                                            Name:  Charles E. LeMieux, CFA
                                            Title: Vice President


                                       ING PRIME RATE TRUST,

                                       By: ING Investments, LLC
                                       as its Investment Manager

                                         by
                                            /s/    Charles E. LeMieux, CFA
                                            ------------------------------------
                                            Name:  Charles E. LeMieux, CFA
                                            Title: Vice President


                                       HELLER FINANCIAL, INC.,

                                         by
                                            /s/    Robert M. Kadlick
                                            ------------------------------------
                                            Name:  Robert M. Kadlick
                                            Title: Duly Authorized Signatory


                                       GOLDMAN SACHS CREDIT PARTNERS L.P.,

                                         by
                                            /s/    Patricia Tessier
                                            ------------------------------------
                                            Name:  Patricia Tessier
                                            Title: Authorized Signatory


                                       KATONAH I, LTD.,

                                         by
                                            /s/    Ralph Della Rocca
                                            ------------------------------------
                                            Name:  Ralph Della Rocca
                                            Title: Authorized Officer

<PAGE>

                                                                              24

                                       KATONAH II, LTD.,

                                         by
                                            /s/    Ralph Della Rocca
                                            ------------------------------------
                                            Name:  Ralph Della Rocca
                                            Title: Authorized Officer


                                       KATONAH III, LTD.,

                                         by
                                            /s/    Ralph Della Rocca
                                            ------------------------------------
                                            Name:  Ralph Della Rocca
                                            Title: Authorized Officer


                                       KATONAH IV, LTD.,

                                         by
                                            /s/    Ralph Della Rocca
                                            ------------------------------------
                                            Name:  Ralph Della Rocca
                                            Title: Authorized Officer


                                       MAPLEWOOD (CAYMAN) LIMITED,

                                       By: David L. Babson & Company Inc. under
                                       delegated authority from Massachusetts
                                       Mutual Life Insurance Company as
                                       Investment Manager

                                         by
                                            /s/    Glenn P. Duffy
                                            ------------------------------------
                                            Name:  Glenn P. Duffy, CFA
                                            Title: Managing Director

<PAGE>

                                                                              25

                                       MASSACHUSETTS MUTUAL LIFE
                                       INSURANCE COMPANY,

                                       By: David L. Babson & Company Inc.
                                       as Investment Adviser

                                         by
                                            /s/    Glenn P. Duffy
                                            ------------------------------------
                                            Name:  Glenn P. Duffy, CFA
                                            Title: Managing Director


                                       METROPOLITAN LIFE INSURANCE CORPORATION,

                                         by
                                            /s/    James R. Dinger
                                            ------------------------------------
                                            Name:  James R. Dinger
                                            Title: Director


                                       MONY LIFE INSURANCE COMPANY,

                                       By: MONY Capital Management, Inc.,
                                       as Investment Adviser

                                         by
                                            /s/    Suzanne E. Walton
                                            ------------------------------------
                                            Name:  Suzanne E. Walton
                                            Title: Senior Managing Director


                                       MORGAN STANLEY PRIME INCOME TRUST,

                                         by
                                            /s/    Sheila A. Finnerty
                                            ------------------------------------
                                            Name:  Sheila A. Finnerty
                                            Title: Executive Director

<PAGE>

                                                                              26

                                       NATEXIS BANQUES POPULAIRES,

                                         by
                                            /s/    Frank H. Madden, Jr.
                                            ------------------------------------
                                            Name:  Frank H. Madden, Jr.
                                            Title: Vice President & Group
                                                   Manager


                                       NATIONAL CITY BANK,

                                         by
                                            /s/    Andrew J. Pernsteiner
                                            ------------------------------------
                                            Name:  Andrew J. Pernsteiner
                                            Title: Account Officer


                                       CLYDESDALE CLO 2001-I, LTD.,

                                       By: Nomura Corporate Research and Asset
                                       Management Inc. as Collateral Manager

                                         by
                                            /s/    Elizabeth MacLean
                                            ------------------------------------
                                            Name:  Elizabeth MacLean
                                            Title: Vice President


                                       OAK HILL CREDIT PARTNERS I, LIMITED,

                                       By: Oak Hill CLO Management I, LLC as
                                       Investment Manager

                                         by
                                            /s/    Scott D. Krase
                                            ------------------------------------
                                            Name:  Scott D. Krase
                                            Title: Authorized Signatory

<PAGE>

                                                                              27

                                       OAK HILL CREDIT PARTNERS II,
                                       LIMITED,

                                       By: Oak Hill CLO Management II, LLC as
                                       Investment Manager

                                         by
                                            /s/    Scott D. Krase
                                            ------------------------------------
                                            Name:  Scott D. Krase
                                            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/    Scott D. Krase
                                            ------------------------------------
                                            Name:  Scott D. Krase
                                            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/    Scott D. Krase
                                            ------------------------------------
                                            Name:  Scott D. Krase
                                            Title: Authorized Signatory


<PAGE>

                                                                              28

                                       OCTAGON INVESTMENT PARTNERS II, LLC,

                                       By: Octagon Credit Investors, LLC as
                                       sub-Investment Manager

                                         by
                                            /s/    Michael B. Nechamkin
                                            ------------------------------------
                                            Name:  Michael B. Nechamkin
                                            Title: Portfolio Manager


                                       OCTAGON INVESTMENT PARTNERS III, LTD.,

                                       By: Octagon Credit Investors, LLC as
                                       Portfolio Manager

                                         by
                                            /s/    Michael B. Nechamkin
                                            ------------------------------------
                                            Name:  Michael B. Nechamkin
                                            Title: Portfolio Manager


                                       OCTAGON INVESTMENT PARTNERS IV, LTD.,

                                       By: Octagon Credit Investors, LLC as
                                       Collageral Manager

                                         by
                                            /s/    Michael B. Nechamkin
                                            ------------------------------------
                                            Name:  Michael B. Nechamkin
                                            Title: Portfolio Manager


                                       OCTAGON INVESTMENT PARTNERS V, LTD.,

                                       By: Octagon Credit Investors, LLC as
                                       Portfolio Manager

                                         by
                                            /s/    Michael B. Nechamkin
                                            ------------------------------------
                                            Name:  Michael B. Nechamkin
                                            Title: Portfolio Manager

<PAGE>

                                                                              29

                                       GALAXY CLO 1999-1, LTD.,

                                          by
                                            /s/    W. Jeffrey Baxter
                                            ------------------------------------
                                            Name:  W. Jeffrey Baxter
                                            Title: Authorized Agent


                                       KZH SOLEIL LLC,

                                         by
                                            /s/    Dorian Herrera
                                            ------------------------------------
                                            Name:  Dorian Herrera
                                            Title: Authorized Agent


                                       KZH SOLEIL-2 LLC,

                                         by
                                            /s/    Dorian Herrera
                                            ------------------------------------
                                            Name:  Dorian Herrera
                                            Title: Authorized Agent


                                       SANKATY ADVISORS, LLC, AS
                                       COLLATERAL MANAGER FOR BRANT
                                       POINT II CBO 2000-1 LTD., AS TERM
                                       LENDER,

                                         by
                                            /s/    Diane J. Exter
                                            ------------------------------------
                                            Name:  Diane J. Exter
                                            Title: Managing Director and
                                                   Portfolio Manager


                                       SANKATY ADVISORS, LLC, AS COLLATERAL
                                       MANAGER FOR CASTLE HILL I - INGOTS, LTD.,
                                       AS TERM LENDER,

                                         by
                                            /s/    Diane J. Exter
                                            ------------------------------------
                                            Name:  Diane J. Exter
                                            Title: Managing Director and
                                                   Portfolio Manager

<PAGE>

                                                                              30

                                       SANKATY ADVISORS, LLC, AS COLLATERAL
                                       MANAGER FOR CASTLE HILL II - INGOTS,
                                       LTD., AS TERM LENDER,

                                         by
                                            /s/    Diane J. Exter
                                            ------------------------------------
                                            Name:  Diane J. Exter
                                            Title: Managing Director and
                                                   Portfolio Manager


                                       SANKATY ADVISORS, LLC, AS
                                       COLLATERAL MANAGER FOR GREAT
                                       POINT CLO 1999-1 LTD., AS TERM
                                       LENDER,

                                         by
                                            /s/    Diane J. Exter
                                            ------------------------------------
                                            Name:  Diane J. Exter
                                            Title: Managing Director and
                                                   Portfolio Manager


                                       SANKATY ADVISORS, LLC, AS
                                       COLLATERAL MANAGER FOR RACE
                                       POINT CLO, LIMITED, AS TERM
                                       LENDER,

                                         by
                                            /s/    Diane J. Exter
                                            ------------------------------------
                                            Name:  Diane J. Exter
                                            Title: Managing Director and
                                                   Portfolio Manager

<PAGE>

                                                                              31

                                       SANKATY ADVISORS, LLC, AS
                                       COLLATERAL MANAGER FOR RACE
                                       POINT II CLO, LIMITED, AS TERM
                                       LENDER,

                                         by
                                            /s/    Diane J. Exter
                                            ------------------------------------
                                            Name:  Diane J. Exter
                                            Title: Managing Director and
                                                   Portfolio Manager


                                       SANKATY HIGH YIELD PARTNERS III, L.P.

                                         by
                                            /s/    Diane J. Exter
                                            ------------------------------------
                                            Name:  Diane J. Exter
                                            Title: Managing Director and
                                                   Portfolio Manager


                                       HARBOUR TOWN FUNDING LLC,

                                         by
                                            /s/    Diana L. Mushill
                                            ------------------------------------
                                            Name:  Diana L. Mushill
                                            Title: Assistant Vice President


                                       HARBOUR TOWN FUNDING TRUST,

                                         by
                                            /s/    Diana L. Mushill
                                            ------------------------------------
                                            Name:  Diana L. Mushill
                                            Title: Authorized Agent

<PAGE>

                                                                              32

                                       SMOKY RIVER CDO, L.P.,

                                       By: RBC Leveraged Capital as Portfolio
                                       Advisor

                                         by
                                            /s/    Melissa Marano
                                            ------------------------------------
                                            Name:  Melissa Marano
                                            Title: Partner


                                       STANFIELD CLO LTD.,

                                       By: Stanfield Capital Partners LLC as its
                                       Collateral Manager

                                         by
                                            /s/    Christopher E. Jansen
                                            ------------------------------------
                                            Name:  Christopher E. Jansen
                                            Title: Managing Partner


                                       STANFIELD/RMF TRANSATLANTIC CDO LTD,

                                       By: Stanfield Capital Partners LLC as its
                                       Collateral Manager

                                         by
                                            /s/    Christopher E. Jansen
                                            ------------------------------------
                                            Name:  Christopher E. Jansen
                                            Title: Managing Partner


                                       WINDSOR LOAN FUNDING, LIMITED,

                                       By: Stanfield Capital Partners LLC as its
                                       Investment Manager

                                         by
                                            /s/    Christopher E. Jansen
                                            ------------------------------------
                                            Name:  Christopher E. Jansen
                                            Title: Managing Partner

<PAGE>

                                                                              33

                                       STANFIELD ARBITRAGE CDO, LTD.,

                                       By: Stanfield Capital Partners LLC as its
                                       Collateral Manager

                                         by
                                            /s/    Christopher E. Jansen
                                            ------------------------------------
                                            Name:  Christopher E. Jansen
                                            Title: Managing Partner


                                       STANFIELD CARRERA CLO, LTD.,

                                       By: Stanfield Capital Partners LLC as its
                                       Asset Manager

                                         by
                                            /s/    Christopher E. Jansen
                                            ------------------------------------
                                            Name:  Christopher E. Jansen
                                            Title: Managing Partner


                                       STANFIELD QUATTRO CLO, LTD.,

                                       By: Stanfield Capital Partners LLC as its
                                       Collateral Manager

                                         by
                                            /s/    Christopher E. Jansen
                                            ------------------------------------
                                            Name:  Christopher E. Jansen
                                            Title: Managing Partner


                                       HAMILTON CDO, LTD.,

                                       By: Stanfield Capital Partners LLC as its
                                       Collateral Manager
                                         by
                                            /s/    Christopher E. Jansen
                                            ------------------------------------
                                            Name:  Christopher E. Jansen
                                            Title: Managing Partner


<PAGE>

                                                                              34

                                       SUNAMERICA SENIOR FLOATING RATE FUND
                                       INC.,

                                       By: Stanfield Capital Partners LLC as
                                       Subadvisor

                                         by
                                            /s/    Christopher E. Jansen
                                            ------------------------------------
                                            Name:  Christopher E. Jansen
                                            Title: Managing Partner


                                       LIBERTY FLOATING RATE ADVANTAGE FUND,

                                       By: Stein Roe & Farnham Incorporated, as
                                       Advisor

                                         by
                                            /s/    James R. Fellows
                                            ------------------------------------
                                            Name:  James R. Fellows
                                            Title: Senior Vice President &
                                                   Portfolio Manager


                                       CREDIT INDUSTRIEL ET COMMERCIAL,

                                         by
                                            /s/    Sean Mounier
                                            ------------------------------------
                                            Name:  Sean Mounier
                                            Title: First Vice President


                                         by
                                            /s/    Brian O'Leary
                                            ------------------------------------
                                            Name:  Brian O'Leary
                                            Title: Vice President


                                       U.S. BANK NATIONAL ASSOCIATION,

                                         by
                                            /s/    Scott J. Bell
                                            ------------------------------------
                                            Name:  Scott J. Bell
                                            Title: Vice President

<PAGE>

                                                                              35

                                       VAN KAMPEN CLO I, LIMITED,

                                       By: Van Kampen Investment Advisory Corp
                                       as Collateral Manager

                                         by
                                            /s/    Frank Sherrod
                                            ------------------------------------
                                            Name:  Frank Sherrod
                                            Title: Vice President


                                       VAN KAMPEN CLO II, LIMITED,

                                       By: Van Kampen Investment Advisory Corp
                                       as Collateral Manager

                                         by
                                            /s/    Frank Sherrod
                                            ------------------------------------
                                            Name:  Frank Sherrod
                                            Title: Vice President


                                       VAN KAMPEN PRIME RATE INCOME TRUST,

                                       By: Van Kampen Investment Advisory Corp.

                                         by
                                            /s/    Brad Langs
                                            ------------------------------------
                                            Name:  Brad Langs
                                            Title: Executive Director


                                       VAN KAMPEN SENIOR FLOATING RATE FUND,

                                       By: Van Kampen Investment Advisory Corp.

                                         by
                                            /s/    Brad Langs
                                            ------------------------------------
                                            Name:  Brad Langs
                                            Title: Executive Director

<PAGE>

                                                                              36

                                       VAN KAMPEN SENIOR INCOME TRUST,

                                       By: Van Kampen Investment Advisory Corp.

                                         by
                                            /s/    Brad Langs
                                            ------------------------------------
                                            Name:  Brad Langs
                                            Title: Executive Director


                                       WACHOVIA BANK, N.A.,

                                         by
                                            /s/    David L. Driggers
                                            ------------------------------------
                                            Name:  David L. Driggers
                                            Title: Managing Director


                                       WEBSTER BANK,

                                         by
                                            /s/    John Gilsenan
                                            ------------------------------------
                                            Name:  John Gilsenen
                                            Title: Vice President


                                       WELLS FARGO BANK, N.A.,

                                         by
                                            /s/    Tyler Harvey
                                            ------------------------------------
                                            Name:  Tyler Harvey
                                            Title: Vice President


</TEXT>
</DOCUMENT>
