RENT WAY INC
AMENDMENT NO. 6 TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>am6-fy01.txt
<DESCRIPTION>AMENDMENT NO. 6 TO CREDIT AGREEMENT
<TEXT>

EXHIBIT 10.26


AMENDMENT NO. 6 TO CREDIT AGREEMENT


         THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT (the "Amendment") is dated as
of October 5, 2001, and is made by and among RENT-WAY, INC., a Pennsylvania
corporation, for itself and as successor by merger to Rentavision, Inc., a New
York corporation (the "Borrower"), RENT-WAY OF TTIG, L.P., an Indiana limited
partnership (the "Co-Borrower"), each of the GUARANTORS, each of the LENDERS (as
defined in the Credit Agreement defined below), NATIONAL CITY BANK OF
PENNSYLVANIA in its capacity as administrative agent for the Lenders under the
Credit Agreement (hereinafter referred to in such capacity as the
"Administrative Agent"), BANK OF AMERICA, N.A., in its capacity as documentation
agent for the Lenders, and HARRIS TRUST AND SAVINGS BANK, in its capacity as
syndication agent.

                              W I T N E S S E T H:

                  WHEREAS, the parties hereto are parties to that certain Credit
Agreement dated as of September 23, 1999, as amended by Amendment No. 1 thereto
dated as of November 17, 1999, Amendment No. 2 thereto dated as of December 6,
1999, Amendment No. 3 thereto dated as of December 7, 1999 and Amendment No. 4
dated as of June 28, 2000, and Amendment No. 5 dated as of November 16, 2000
(collectively, the "Credit Agreement"), pursuant to which the Lenders provided
to the Borrower and the Co-Borrower a revolving credit facility in the maximum
principal amount of $114,444,444.46, Term Loans A in the principal amount of
$143,055,555.54 and Term Loans B in the principal amount of $177,500,000.00;

                  WHEREAS, the Borrower, the Co-Borrower, the Banks and the
Administrative Agent desire to amend and restate the Credit Agreement as
hereinafter provided.

                  NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, covenant and agree as follows:

                  1.  Definitions.
                      -----------

                  Defined terms used herein unless otherwise defined herein
shall have the meanings ascribed to them in the Credit Agreement as amended by
this Amendment.

                  2.  Amendment and Restatement of Credit Agreement
                      and Related Matters.
                      ---------------------------------------------

                     (a)  Articles I through  XI. The  parties  hereto do hereby
consent to the amendment and  restatement of the recitals and Articles I through
XI to the Credit Agreement as set forth on Exhibit 1 hereto and the Schedules to
the Credit  Agreement are hereby  replaced by the Schedules set forth in Exhibit
1.

                     (b) Exhibits.  Each of the exhibits  listed below is hereby
amended  and  restated  to read as set forth on the exhibit  attached
hereto:

                  EXHIBIT 1.1(S)(1)                  SECURITY AGREEMENT
                  EXHIBIT 8.3.4                QUARTERLY COMPLIANCE CERTIFICATE

The following new Exhibit is hereby added to the Credit Agreement in the form
attached hereto as exhibits hereto bearing the name and numerical reference set
forth below:

                  EXHIBIT 8.1.14                     WARRANT AGREEMENT

                  3.  Conditions of Effectiveness of Amendment
                      and Restatement of Credit Agreement and Related Matters.
                      -------------------------------------------------------

                  The  effectiveness  of the Amendment and Restatement of the
Credit Agreement and the effectiveness of the other matters set forth in Section
2 hereof are expressly  conditioned  upon  satisfaction of each of the following
conditions precedent:

                     (a)  Representations  and  Warranties;   No  Defaults.  The
representations  and  warranties of the Loan Parties  contained in Article VI of
the Credit Agreement shall be true and accurate on the date hereof with the same
effect as though such  representations and warranties had been made on and as of
such date (except  representations  and  warranties  which  relate  solely to an
earlier date or time,  which  representations  and warranties  shall be true and
correct on and as of the specific dates or times  referred to therein),  and the
Loan Parties shall have performed and complied with all covenants and conditions
under the Loan  Documents and hereof;  no Event of Default or Potential  Default
under the Credit  Agreement and the other Loan Documents shall have occurred and
be  continuing  or shall exist other than those  specific  Events of Default and
Potential Defaults which were waived by the Lenders in accordance with the terms
of Section 7.1.16 of the Credit Agreement,  as set forth in this Amendment;  and
an Authorized Officer shall have delivered to the  Administrative  Agent for the
benefit  of each  Lender a duly  executed  certificate  dated  the  date  hereof
certifying as to the items in this Section 3(a).

                     (b) Organization, Authorization and Incumbency. There shall
be  delivered  to the  Administrative  Agent for the  benefit  of each  Lender a
certificate,  dated as of the date  hereof  and  signed by the  Secretary  or an
Assistant  Secretary  of the  Borrower,  the  Co-Borrower  and  each  Guarantor,
certifying as appropriate as to:

                         (i) all action taken by such party in  connection  with
this Amendment and the other Loan Documents;

                         (ii) the names of the officer or officers authorized to
sign this Amendment and the other documents executed and delivered in connection
herewith and described in this Section 3 and the true signatures of such officer
or officers and,  specifying the Authorized  Officers permitted to act on behalf
of the  applicable  Loan Parties for purposes of the Loan Documents and the true
signatures of such officers,  on which the Administrative  Agent and each Lender
may conclusively rely; and

                         (iii) copies of its organizational documents, including
its  certificate  of  incorporation  and  bylaws  if  it is a  corporation,  its
certificate of partnership and partnership agreement if it is a partnership, and
its  certificate  of  organization  and  limited   liability  company  operating
agreement if it is a limited liability company, in each case as in effect on the
date hereof,  certified by the  appropriate  state official where such documents
are filed in a state office  together  with  certificates  from the  appropriate
state officials as to the continued existence and good standing of the Borrower,
the Co-Borrower and each Guarantor in each state where organized.

                     (c)  Opinions of Counsel.  There shall be  delivered to the
Administrative  Agent for the benefit of each Lender a written opinion dated the
date  hereof of  Hodgson  Russ LLP and Ronald D.  DeMoss,  counsel  and  general
counsel,  respectively  of the Loan  Parties,  such  opinions  to be in form and
substance satisfactory to the Administrative Agent.

                     (d) Security Agreement.  The Borrower,  the Co-Borrower and
the Guarantors shall have executed and delivered to the Administrative Agent for
the  benefit  of the  Lenders,  the  Security  Agreement  in form and  substance
satisfactory to the  Administrative  Agent,  together with all appropriate UCC-1
financing  statements  necessary to perfect and continue the  perfection  of the
Prior  Security  Interest  of the  Administrative  Agent for the  benefit of the
Lenders in the UCC Collateral pledged thereby.

                     (e) UCC Financing  Statements.  The Loan Parties shall have
delivered to the Administrative  Agent appropriate UCC financing  statements and
such other  documents  requested  in  connection  with the due  diligence of the
Administrative  Agent and the Lenders  and such  schedules  and other  documents
required by the amended and restated Articles I through XI attached as Exhibit 1
to this Amendment.

                     (f)  Insurance  Certificates.  The Loan Parties  shall have
delivered to the Administrative  Agent (i) an original  certificate of insurance
signed  by  the  Loan  Parties'  independent  insurance  broker  describing  and
certifying as to the existence of the insurance on the  Collateral in accordance
with the requirements of the Credit Agreement and the other Loan Documents,  all
in scope, form and substance acceptable to the Administrative Agent,  including,
without limitation,  an endorsement  specifying the Administrative Agent and the
Lenders as an additional  insured,  and lender loss payee as their interests may
appear, and (ii) a summary schedule  indicating all insurance then in force with
respect to the Loan Parties.

                     (g) Fees and  Expenses.  The Borrower  and the  Co-Borrower
shall pay or cause to be paid (i) to the Administrative Agent for the account of
each Lender which has executed and  delivered to the  Administrative  Agent this
Amendment on or before 5:00 p.m.  Pittsburgh time on October 4, 2001, a fee (the
"Amendment  Fee")  payable  to each  such  Lender,  in an  amount  equal to such
Lender's  Commitment  multiplied by .0050, and (ii) all other costs and expenses
accrued through the date hereof and the costs and expenses of the Administrative
Agent  including,  without  limitation,  reasonable  fees of the  Administrative
Agent's counsel in connection with this Amendment.

                     (h)  Consents.  All  consents  required to  effectuate  the
transactions  contemplated  hereby shall have been  obtained and copies  thereof
shall have been  delivered  to the  Administrative  Agent for the benefit of the
Lenders.

                     (i) No Material  Adverse  Change.  On the date hereof there
shall have been no Material  Adverse Change and since June 30, 2001, no Material
Adverse  Change shall have occurred with respect to the  operations or financial
condition of the Loan Parties.

                     (j) Litigation. Except as disclosed in the schedules to the
Credit  Agreement,  on the date  hereof no  action,  proceeding,  investigation,
regulation or  legislation  shall have been  instituted,  threatened or proposed
before any court, governmental agency or legislative body to enjoin, restrain or
prohibit, or to obtain damages in respect of, the Credit Agreement,  or any Loan
Documents or the consummation of the transactions  contemplated hereby or which,
in the Administrative Agent's reasonable discretion,  could result in a Material
Adverse Change.

                     (k)  Confirmation of Guaranty.  Each of the Guarantors,  by
its  execution  below  of  this   Amendment,   hereby  confirms  its  continuing
obligations  under the Guaranty  Agreement and the other Loan Documents to which
it is a party or to which it joined pursuant to a Guarantor Joinder, and each of
the Guarantors hereby confirms its continuing  obligations under the Guaranty by
execution and delivery of this Amendment.  Each of the Guarantors represents and
warrants  that it is a party to the Guaranty  Agreement,  either by execution of
the Guaranty  Agreement or by joinder to the  Guaranty  Agreement in  accordance
with the provisions of Section 11.18 of the Credit Agreement.

                     (l) Legal  Details;  Counterparts.  All legal  details  and
proceedings in connection with the  transactions  contemplated by this Amendment
shall be in form and substance  satisfactory to the  Administrative  Agent,  the
Administrative  Agent shall have received from the Loan Parties and the Required
Lenders an executed  original of this  Amendment  and the  Administrative  Agent
shall have received all such other  counterpart  originals or certified or other
copies of such documents and proceedings in connection  with such  transactions,
in form and substance satisfactory to the Administrative Agent.

                  4. Release; No Discharge.
                     ---------------------

                  As additional  consideration for the Administrative  Agent and
the Lenders entering into this Amendment,  the Borrower, the Co-Borrower and the
Guarantors each hereby fully and unconditionally releases and forever discharges
the Administrative Agent and the Lenders,  their agents,  employees,  directors,
officers, attorneys, branches, affiliates, subsidiaries,  successors and assigns
and all persons,  firms,  corporations and organizations  acting on any of their
behalves (the "Released  Parties") of and from any and all claims,  liabilities,
demands,  obligations,  damages, losses, actions and causes of action whatsoever
which the Borrower,  the Co-Borrower and the Guarantors may now have or claim to
have on  account of or in any way  affecting,  concerning  or arising  out of or
founded upon this Amendment,  the Credit  Agreement,  the Forbearance  Agreement
dated December 18, 2000, as amended,  among the parties hereto (the "Forbearance
Agreement"),  or any or all of the Loan  Documents  against  the  Administrative
Agent, any Lender or any other Released  Parties as of the date hereof,  whether
presently known or unknown and of any nature and extent  whatsoever,  including,
without limitation,  all such loss or damage of any kind heretofore sustained or
that may arise as a consequence  of the dealings,  discussions  or  negotiations
between or among the parties up to and including the date hereof,  including but
not limited to, the  administration or enforcement of the Credit Agreement,  the
Forbearance Agreement, the Loans, the Notes, the Obligations, or any of the Loan
Documents.

                  5. Force and Effect.
                     ----------------

                  Except as otherwise  expressly  modified by this Amendment and
the Loan  Documents  executed and delivered in connection  herewith,  the Credit
Agreement  and the other Loan  Documents  are hereby  ratified and confirmed and
shall remain in full force and effect after the date hereof.

                  6.  Governing  Law.
                      -------------

                  This Amendment shall be deemed to be a contract under the laws
of the  Commonwealth of  Pennsylvania  and for all purposes shall be governed by
and  construed  and  enforced  in  accordance  with  the  internal  laws  of the
Commonwealth of Pennsylvania without regard to its conflict of laws principles.

                  7. Effective Date; Certification of the Borrower.
                     ---------------------------------------------

                  This  Amendment  shall be dated  as of and  shall be  binding,
effective and  enforceable  upon the date of (i)  satisfaction of all conditions
set forth in Section 3 hereof and (ii)  receipt by the  Administrative  Agent of
duly executed original  counterparts of this Amendment from the Loan Parties and
the  Required  Lenders,  and from and after  such date this  Amendment  shall be
binding upon the Borrower, the Co-Borrower,  each Guarantor, each Lender and the
Administrative  Agent, and their respective  successors and assigns permitted by
the Credit Agreement.

                  8.  No Novation.
                      -----------

                  This Amendment amends and restates the Credit  Agreement,  but
is  not  intended  to  constitute,  and  does  not  constitute,  a  novation  or
satisfaction  of the  Obligations  of the  Borrower,  the  Co-Borrower  and  the
Guarantors under the Credit Agreement.



                              [INTENTIONALLY BLANK]


<PAGE>



         [SIGNATURE PAGE 1 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]


                  IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have caused this Amendment No. 6 to Credit Agreement to be
executed and delivered as of the day and year first above written.

                                       RENT-WAY, INC., "Borrower"


                                       By:
                                       ----------------------------------------
                                       Name: William A. McDonnell
                                       Title: Vice President
[Seal]

                                       RENT-WAY OF TTIG, L.P., "Co-Borrower"
                                       By: Rent-Way Developments, Inc.,
                                           its General Partner


                                       By:
                                       ----------------------------------------
                                       Name: William A. McDonnell
                                       Title: Vice President
[Seal]

                                       ACTION RENT-TO-OWN HOLDINGS OF
                                       SOUTH CAROLINA, INC., "Guarantor"


                                       By:
                                       ----------------------------------------
                                       Name: William A. McDonnell
                                       Title: Vice President
[Seal]



<PAGE>


         [SIGNATURE PAGE 2 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]


                                       RENT-WAY OF TOMORROW, INC.
                                       "Guarantor"


                                       By:
                                       ----------------------------------------
                                       Name: William A. McDonnell
                                       Title : Vice President
[Seal]

                                       RENT-WAY OF MICHIGAN, INC.
                                       "Guarantor"


                                       By:
                                       ----------------------------------------
                                       Name: William A. McDonnell
                                       Title: Vice President
[Seal]

                                       RENT-WAY DEVELOPMENTS, INC.
                                       "Guarantor"


                                       By:
                                       ----------------------------------------
                                       Name: William A. McDonnell
                                       Title: Vice President
[Seal]



<PAGE>



         [SIGNATURE PAGE 3 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]




                                       NATIONAL CITY BANK OF PENNSYLVANIA,
                                       as Administrative Agent and as a Lender



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


         [SIGNATURE PAGE 4 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]




                                       HARRIS TRUST AND SAVINGS BANK,
                                       as a Syndication Agent and as a Lender



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------




                                       BANK OF MONTREAL



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


         [SIGNATURE PAGE 5 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                        BANK OF AMERICA,  N.A.,
                                        as Documentation Agent and as a Lender



                                        By:
                                        ----------------------------------------
                                        Title:
                                        ---------------------------------------





<PAGE>


         [SIGNATURE PAGE 6 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                        LASALLE BANK NATIONAL ASSOCIATION



                                        By:
                                        ----------------------------------------
                                        Title:
                                        ----------------------------------------









<PAGE>


         [SIGNATURE PAGE 7 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]




                                        SUNTRUST BANK



                                        By:
                                        ----------------------------------------
                                        Title:
                                        ----------------------------------------





<PAGE>


         [SIGNATURE PAGE 8 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]




                                        MANUFACTURERS AND TRADERS TRUST COMPANY



                                        By:
                                        ----------------------------------------
                                        Title:
                                        ----------------------------------------





<PAGE>


         [SIGNATURE PAGE 9 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                        FIRSTAR BANK, NATIONAL ASSOCIATION



                                        By:
                                        ----------------------------------------
                                        Title:
                                        ----------------------------------------





<PAGE>


        [SIGNATURE PAGE 10 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]





                                        PNC BANK, NATIONAL ASSOCIATION



                                        By:
                                        ----------------------------------------
                                        Title:
                                        ----------------------------------------





<PAGE>


        [SIGNATURE PAGE 11 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                        FLEET NATIONAL BANK,
                                        successor by merger to Fleet Bank, N.A.



                                        By:
                                        ----------------------------------------
                                        Title:
                                        ----------------------------------------





<PAGE>


        [SIGNATURE PAGE 12 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                        FIRST DOMINION FUNDING II



                                        By:
                                        ----------------------------------------
                                        Title:
                                        ----------------------------------------









<PAGE>


        [SIGNATURE PAGE 13 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       FRANKLIN FLOATING RATE TRUST



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 14 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       HELLER FINANCIAL



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 15 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]


                                       ARCHIMEDES FUNDING II, LTD.
                                       By:  ING Capital Advisors, LLC
                                            as Collateral Manager

                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 16 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]


                                       ARCHIMEDES FUNDING III, LTD.
                                       By:  ING Capital Advisors, LLC
                                            as Collateral Manager

                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 17 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]


                                       SEQUILS-ING I (HBDGM), LTD.
                                       By:  ING Capital Advisors, LLC
                                            as Collateral Manager and Authorized
                                            Signatory

                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 18 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       AVALON  CAPITAL LTD.
                                       By:  INVESCO Senior Secured
                                            Management, Inc. as
                                            Portfolio Advisor



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 19 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                     MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------




                                       SUFFIELD CLO, LIMITED
                                       By:  David L. Babson & Company Inc.,
                                            as Collateral Manager



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 20 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       SIMSBURY CLO, LIMITED
                                       By:  Mass Mutual Life Insurance Company
                                            as Collateral Manager



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 21 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       MAPLEWOOD (CAYMAN) LTD.
                                       By:  Mass Mutual Life Insurance Company
                                            as Collateral Manager



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 22 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                   MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 23 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       MASTER SENIOR FLOATING RATE TRUST



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 24 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       PPM SPYGLASS FUNDING TRUST



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 25 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       OLYMPIC FUNDING TRUST SERIES 1999-1



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 26 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       KZH RIVERSIDE LLC



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------









<PAGE>


        [SIGNATURE PAGE 27 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       KEMPER FLOATING RATE FUND



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 28 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       FIFTH THIRD BANK (NORTHEASTERN OHIO)



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 29 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       BANK ONE, N.A.



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 30 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       MUIRFIELD TRADING LLC



                                       By:
                                       ----------------------------------------
                                       Title:
                                       ----------------------------------------





<PAGE>


        [SIGNATURE PAGE 31 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       FIRST DOMINION FUNDING I



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 32 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       KATONAH I, LTD.



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 33 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       AMARA 2 FINANCE LTD
                                       By: INVESCO Senior Secured
                                           Management, Inc.
                                           as Portfolio Advisor



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 34 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       AERIES FINANCE-II LTD.
                                       By:  INVESCO Senior Secured
                                            Management, Inc.
                                            as Sub-Managing Agent



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 35 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                     AVALON CAPITAL LTD. 2
                                     By: INVESCO Senior Secured Management, Inc.
                                         as Portfolio Advisor



                                     By:
                                     -------------------------------------------
                                     Title:
                                     -------------------------------------------





<PAGE>


        [SIGNATURE PAGE 36 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                     CERES II FINANCE LTD.
                                     By: INVESCO Senior Secured Management, Inc.
                                         as Sub-Managing Agent (Financial)



                                     By:
                                     -------------------------------------------
                                     Title:
                                     -------------------------------------------





<PAGE>


        [SIGNATURE PAGE 37 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       KZH ING-1 LLC



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 38 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       KZH ING-2 LLC



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 39 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       KZH ING-3 LLC



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 40 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       CENTURION CDO II, LTD.
                                       By: American Express Asset
                                           Management Group Inc.



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 41 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       WILBRAHAM CBO LTD.
                                       By: David L. Babson & Company Inc.,
                                           as Investment Manager



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>


        [SIGNATURE PAGE 42 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       FRANKLIN FLOATING RATE MASTER SERIES



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





<PAGE>




        [SIGNATURE PAGE 43 OF 43 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]



                                       KZH STERLING LLC



                                       By:
                                       -----------------------------------------
                                       Title:
                                       -----------------------------------------





</TEXT>
</DOCUMENT>
