Exhibit 10.2





CONFORMED COPY





AMENDMENT No. 4 dated as of September 30, 2002 (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 September 30, 2000, Amendment No. 2
thereto dated July 10, 2001, and Amendment No. 3 thereto dated April 2, 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 listed on Schedule 2.01 to the
Credit Agreement (the Lenders), DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as
Syndication Agent, and THE BANK OF NOVA SCOTIA, as Documentation 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.





SECTION 1. Amendments to Section 1.01. (a) Section 1.01 of the Credit Agreement is hereby amended by deleting in their entirety the definitions of the following terms:





| | (i) |  | Additional Lender;
| | --- |  | --------------------




| | (ii) |  | Incremental Facility Termination Date;
| | ---- |  | ----------------------------------------




| | (iii) |  | Incremental Tranche B Commitments;
| | ----- |  | ------------------------------------




| | (iv) |  | Incremental Tranche B Commitment Termination Date;
| | ---- |  | ----------------------------------------------------




| | (v) |  | Incremental Tranche B Rate;
| | --- |  | -----------------------------




| | (vi) |  | Incremental Tranche B Term Loans.
| | ---- |  | -----------------------------------




(b)  The definition of Applicable Rate is hereby amended by replacing in its entirety the table set forth in the definition as
follows:






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Leverage Ratio

ABR Spread

Eurodollar Spread

Commitment Fee RateCategory 1 Greater than or equal to 5.50 to 1.00

2.50%

3.50%

0.750%Category 2 Less than 5.50 to 1 but greater than or equal to 5.00 to 1.00

2.50%

3.50%

0.625%Category 3 Less than 5.00 to 1.00 but greater than or equal to 4.25 to
1.00

2.00%

3.00%

0.500%Category 4 Less than 4.25 to 1.00

1.75%

2.75%

0.500%





(c)    The definition of
Permitted Acquisition in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:





Permitted Acquisition means any acquisition by the Borrower or a Restricted Subsidiary of the Borrower of all or substantially all the assets of, or all the shares of capital stock
of or other equity interests in, a Person or a division, line of business or other business unit of a Person if (a) no Default has occurred and is continuing or would result therefrom, (b) all transactions related thereto are consummated in all
material respects in accordance with applicable laws, (c) immediately after giving effect thereto, each Subsidiary formed for the purpose of or resulting from such acquisition shall be a Restricted Subsidiary and all the capital stock of each such
Subsidiary shall be owned directly by the Borrower or a Restricted Subsidiary of the Borrower and all actions required to be taken with respect to such acquired or newly formed Subsidiary under Sections 5.12 and 5.13 have been taken, (d) the
Borrower and its Restricted Subsidiaries are in compliance with the covenant contained in Section 6.13, (e) on a pro forma basis after giving effect to such acquisition, (1) the Borrower and its Restricted Subsidiaries are in compliance with the
covenant contained in Section 6.15 and (2) the Leverage Ratio is less than 4.00 to 1.00, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such
acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms, and assuming that any Revolving Loans borrowed in
connection with such acquisition are repaid with excess cash balances when available) had occurred on the first day of each relevant period for testing such compliance and (f) the Borrower has delivered to the Administrative Agent an officers
certificate to the effect set forth in clauses (a), (b), (c), (d) and (e) above, together with all relevant financial information for the Person or assets to be acquired. Notwithstanding the foregoing, each of the Uniplast Acquisition, the Decora
Acquisition and the Roll-O Sheets Acquisition is a Permitted Acquisition for purposes of this Agreement.





(d)    The definition of Restricted Payment in Section 1.01 of the Credit Agreement is hereby amended by inserting the following sentence at the end of such definition:





For the avoidance of doubt, the receipt by the Borrower of shares of its capital stock in settlement of any claim made by
the Borrower pursuant to the Uniplast Purchase Agreement as in effect on June 15, 2001, shall not be a Restricted Payment.




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(e)    The definition of Tranche B Rate in Section 1.01 of the Credit
Agreement is hereby amended and restated 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) 4.25% per annum, in the case of a Eurodollar Loan, and (ii) 3.25% per annum, in the case of an ABR Loan, or (b) if the Leverage Ratio is less than 4.25 to
1.00 (i) 4.00% per annum, in the case of a Eurodollar Loan, and (ii) 3.00% per annum, in the case of an ABR Loan.





(f)    Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order, to read as follows:





Adjusted Leverage Ratio means, on any date, the ratio of (a) Total Debt as of such date after giving
effect to any Restricted Payments made on such date or anticipated to be made in connection with the calculation of the Adjusted Leverage Ratio on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the
Borrower most recently ended, all determined on a consolidated basis in accordance with GAAP.





Roll-O Sheets Acquisition means the acquisition by the Borrower of all or substantially all the assets of Roll-O Sheets Canada Limited on August 15, 2002, for a cash purchase price not to exceed CD$2,500,000.





SECTION 2. Amendment to Section 2.21. Section 2.21 of the Credit Agreement is hereby deleted in its
entirety.





SECTION 3. Amendment to Section 5.11. Section 5.11 of the Credit Agreement is hereby amended by
(i) deleting the words (other than the Incremental Tranche B Term Loans) after the text proceeds of the Term Loans in the first sentence of such section and (ii) deleting the sentence The proceeds of the Incremental
Tranche B Term Loans will be used solely for Permitted Acquisitions after the text pursuant to the Debt Tender Offer in the second sentence of such section.





SECTION 4. Amendment to Section 6.05. Section 6.05(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:





(i)    investments in Joint Ventures and Unrestricted Subsidiaries (A) existing on November 6, 2002,
and set forth in Schedule 6.05(i)(A) and (B) in an aggregate amount, on a cumulative basis subsequent to November 6, 2002, not exceeding the sum of (x) $1,500,000 and (y) if the Leverage Ratio as of the last day of the most recently ended fiscal
quarter is less than 4.00 to 1.00, $3,500,000 (it being understood and agreed that no Default or Event of Default shall be deemed to have occurred solely due to an increase in the Leverage Ratio subsequent to the date of any investment made in
reliance on this clause (y)), provided that (A) if an Unrestricted Subsidiary is declared to be a Restricted Subsidiary, compliance with the foregoing limitations shall thereafter be determined as though such Subsidiary had never been an
Unrestricted Subsidiary, (B) for purposes of determining compliance with the foregoing limitations, any Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness or other monetary obligations of a Joint Venture or Unrestricted
Subsidiary shall be deemed to constitute an investment therein in an amount equal to the Indebtedness or other monetary obligations so Guaranteed and (C) commencing on November 6, 2002, prior to making any investment pursuant




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to clause (y) above, the Borrower shall have delivered to the Administrative
Agent an officers certificate certifying as to the Leverage Ratio on such date.





SECTION 5. Amendment to
Section 6.09. The table set forth in Section 6.09(a) of the Credit Agreement is hereby deleted and replaced in its entirety as follows:





Year Ending December 31

Amount2002

$
5,000,0002003

$
5,000,0002004 and each fiscal year thereafter

$
5,000,000





provided that (x) commencing with fiscal year 2003, the
Adjusted Leverage Ratio is less than 5.00 to 1:00; and (y) commencing with fiscal year 2004, if the Adjusted Leverage Ratio is (A) less than 4.50 to 1.00, the Borrower may make Restricted Payments pursuant to this clause (iv) in an amount not to
exceed $10,000,000 in any fiscal year and (B) less than 4.00 to 1.00 the Borrower may make Restricted Payments pursuant to this clause (iv) in an amount not to exceed $18,000,000 in any fiscal year (it being understood and agreed that no Default or
Event of Default shall be deemed to have occurred solely due to an increase in the Adjusted Leverage Ratio subsequent to the date of any Restricted Payment made in reliance on this clause (y)), provided, further that commencing on November 6,
2002, prior to making any Restricted Payments pursuant to this clause (iv), the Borrower shall have delivered to the Administrative Agent an officers certificate certifying as to the Adjusted Leverage Ratio on the relevant date.





SECTION 6. Amendment to Section 6.13. Section 6.13(a) of the Credit Agreement is hereby amended and restated in its
entirety as follows:





(a) The Borrower will not make, and will not permit its Restricted
Subsidiaries to make, Capital Expenditures other than Capital Expenditures made by the Borrower and its Restricted Subsidiaries in any fiscal year of the Borrower in an aggregate amount not exceeding (i) $30,000,000 in fiscal years 2003 and 2004 and
(ii) $40,000,000 in each fiscal year thereafter (the Permitted Amount) plus, for each fiscal year commencing with fiscal year 2005, an amount equal to 50% of the excess, if any, of the Permitted Amount for the immediately
preceding fiscal year over the aggregate amount of Capital Expenditures made in the immediately preceding fiscal year. The foregoing limitations shall not apply to (x) expenditures with proceeds resulting from sales of assets or capital stock or
equity issuances or from casualty or condemnation events, in each case to the extent such expenditures are permitted under this Agreement and (y) Permitted Acquisitions.




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SECTION 7. 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:





Period

RatioJuly 1, 2002 through September 30, 2002

5.50 to 1.00October 1, 2002 through December 31, 2002

6.10 to 1.00January 1, 2003 through March 31, 2003

6.10 to 1.00April 1, 2003 through June 30, 2003

6.00 to 1.00July 1, 2003 through September 30, 2003

5.50 to 1.00October 1, 2003 through December 31, 2003

5.50 to 1.00January 1, 2004 through March 31, 2004

4.75 to 1.00April 1, 2004 through June 30, 2004

4.75 to 1.00July 1, 2004 through September 30, 2004

4.50 to 1.00October 1, 2004 through December 31, 2004

4.50 to 1.00January 1, 2005 and thereafter

4.00 to 1.00





SECTION 8. 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

RatioJuly 1, 2002 through September 30, 2002

1.75 to 1.00October 1, 2002 through December 31, 2002

1.60 to 1.00January 1, 2003 through March 31, 2003

1.60 to 1.00April 1, 2003 through June 30, 2003

1.65 to 1.00July 1, 2003 through September 30, 2003

1.70 to 1.00October 1, 2003 through December 31, 2003

1.75 to 1.00January 1, 2004 through March 31, 2004

1.75 to 1.00April 1, 2004 through June 30, 2004

1.90 to 1.00July 1, 2004 through September 30, 2004

1.90 to 1.00October 1, 2004 through December 31, 2004

2.00 to 1.00January 1, 2005 and thereafter

2.25 to 1.00





SECTION 9. 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 10. 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




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counterpart of this Amendment prior to 5:00 p.m., New York City time, on November 6, 2002, an amendment fee (the
Amendment Fee) of 25 basis points on the aggregate amount of the Commitments and outstanding Loans of such Lender.





SECTION 11. Conditions to Effectiveness. This Amendment shall become effective as of September 30, 2002, 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 9 hereof are true and correct (as set forth on an officers certificate delivered to
the Administrative Agent) and (c) all fees and expenses required to be paid or reimbursed by the Borrowers pursuant hereto, the Credit Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent, shall
have been paid or reimbursed, as applicable.





SECTION 12. 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 13. Applicable
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.





SECTION 14. 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 15. Expenses. The Borrower agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent.





SECTION 16. Headings.
The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.




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IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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.
JOHNSONName:    Brian E. Johnson Title:    Executive V.P. and CFO


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

/S/    BRIAN E.
JOHNSONName:    Brian E. Johnson Title:    Executive V.P. and Treasurer





DEUTSCHE BANK TRUST COMPANY
AMERICAS, formerly known as Bankers Trust Company, individually and as Administrative Agent,By:

/S/    MARCO ORLANDOName:    Marco Orlando Title:    Director


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

/S/    PETER A. DEDOUSISName:    Peter A. Dedousis Title:    Managing Director




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



JPMORGAN CHASE BANKBy:

/s/    PETER A.
DEDOUSISName: Peter A. DedousisTitle: Managing Director




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



THE BANK OF NOVA
SCOTIABy:

/S/    N. BELLName: N. BellTitle: Senior Manager




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



DEUTSCHE BANK TRUST COMPANY
AMERICASBy:

/S/    M.A. ORLANDOName: Marco OrlandoTitle: Director




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



CREDIT INDUSTRIEL ET COMMERCIALBy:

/S/    SEAN
MOUNIERName: Sean MounierTitle: First Vice PresidentBy:

/S/    BRIAN
OLEARYName: Brian OLearyTitle: Vice President




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



WELLS FARGO BANK, N.A.By:

/S/    TYLER G.
HARVEYName: Tyler G. HarveyTitle: V.P.







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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



U.S. BANK NATIONAL ASSOCIATIONBy:

/S/    SCOTT J.
BELLName: Scott J. Bell Title:
Vice President




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



THE BANK OF NEW YORKBy:

/S/    MARK D.
WRIGLEYName: Mark D. Wrigley Title:
Vice President




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



BANK ONE, NABy:

/S/    MARK F.
NELSONName: Mark F. Nelson Title:
Vice President




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



WACHOVIA BANK, N.A.By:

/S/    MEG
BEVERIDGEName: Meg Beveridge Title:
Vice President




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



NATIONAL CITY BANKBy:

/S/    ANDREW J.
PERNSTEINERName: Andrew J. Pernsteiner Title: Account Officer




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



OAK HILL SECURITIES FUND, L.P.By:

Oak Hill Securities GenPar, L.P. its General PartnerBy:

Oak Hill Securities MGP, Inc., its General PartnerBy:

/S/    SCOTT D.
KRASEName: Scott D. Krase Title:
Vice President




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



THE MITSUBISHI TRUST AND BANKING
CORPORATIONBy:

/S/    YASUSHI ISHIKAWAName:Yasushi Ishikawa Title:
Senior Vice President




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



NATEXIS BANQUES POPULAIRESBy:

/S/    FRANK H. MADDEN, JR.Name: Frank H. Madden, Jr. Title: Vice President & Group ManagerBy:

/S/    CHRISTIAN GIORDANOName: Christian Giordano Title: Vice President




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



ERSTE BANKBy:

/S/    BRANDON A.
MEYERSONName:    Brandon A. Meyerson Title:    Vice President Erste Bank New York BranchBy:

/S/    JOHN S.
RUNNIONName:    John S. Runnion Title:    Managing Director Erste Bank New York Branch




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



MIZUHO CORPORATE BANK, LTD.By:

/S/    MASAHITO
FUKUDAName:    Masahito Fukuda Title:    Senior Vice President & Group Head




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name Of Institution



ZIONS FIRST NATIONAL BANKBy:

/S/    JIM C.
STANCHFIELDName: Jim C. Stanchfield Title: Vice President







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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002


To Approve the Amendment:





Name of Institution



OAK HILL CREDIT PARTNERS I,
LIMITED,By:

OAK HILL CLO MANAGEMENT I,
LLC, as Investment ManagerBy:

/s/    SCOTT D.
KRASEName: Scott D. Krase Title:
Authorized Signatory




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



FIRSTRUST BANKBy:

/S/    BRYAN T.
DENNEYName: Bryan T. Denney Title:
Vice President




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



WEBSTER BANKBy:

/S/    JOHN
GILSENANName: John Gilsenan Title:
Vice President





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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



IKB DEUTSCHE INDUSTRIEBANK AG Luxembourg BranchBy:

/S/    STEPHEN
JESSETTName: Stephen Jessett Title:
DirectorBy:

/S/Name: Dr. Frank Schaum Title:
Head of Structured Finance




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



AIMCO CDO SERIES 2000-ABy:

/S/    CHRIS
GOERGEn Name:    Chris
Goergen Title:    Authorized SignatoryBy:

/S/    JERRY D. ZINKULa Name:    Jerry D. Zinkula Title:    Authorized Signatory




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



AIMCO CLO SERIES 2001-ABy:

/s/    CHRIS
GOERGEN Chris
GoergenTitle: Authorized Signatory


By:

/S/    JERRY D.
ZINKULAName: Jerry D. Zinkula Title:
Authorized Signatory




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To
Approve the Amendment:





Name of Institution

ALLSTATE LIFE INSURANCE COMPANYBy:

/S/    CHRIS
GOERGEN Name: Chris Goergen
Title: Authorized SignatoryBy:

/S/    JERRY D.
ZINKULA Name: Jerry D.
Zinkula Title: Authorized Signatory







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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution

CENTURION CDO II, LTD.By:

American Express Asset Management Group Inc.as Collateral ManagerBy:

/S/    STEVEN B.
STAVER Name:    Steven B.
Staver Title:    Managing Director
















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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



CENTURION CDO VI, LTD.,By:

American Express Asset Management Group Inc. as Collateral ManagerBy:

/S/    STEVEN B.
STAVERName:    Steven B. Staver Title: Managing Director




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



KZH CYPRESSTREE-1 LLCBy:

/S/    JOYCE
FRASER-BRYANTName:    Joyce Fraser-Bryant Title:    Authorized Agent




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



KZH ING-2 LLCBy:

/S/    JOYCE
FRASER-BRYANTName: Joyce Fraser-Bryant Title: Authorized Agent




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



KZH STERLING LLCBy:

/S/    JOYCE
FRASER-BRYANTName: Joyce Fraser-Bryant Title: Authorized Agent




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



SEQUILS-CENTURION V. LTD.By:

American Express Asset Management Group Inc.as Collateral ManagerBy:

/S/    STEVEN B.
STAVERName: Steven B. Staver Title:
Managing Director




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill IIngots,
Ltd., as Term LenderBy:

/S/    DIANE J.
EXTERName: Diane J. Exter Title:
Managing Director Portfolio Manager




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill IIIngots,
Ltd., as Term LenderBy:

/S/    DIANE J.
EXTERName: Diane J. Exter Title:
Managing Director Portfolio Manager




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



SANKATY ADVISORS, LLC, as Collateral Manager for Great Point CLO 1999-1 Ltd.,
as Term LenderBy:

/S/    DIANE J.
EXTERName: Diane J. Exter Title:
Managing Director Portfolio Manager




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



HARBOUR TOWN FUNDING TRUSTBy:

/S/    ANN E.
MORRISName: Ann E. Morris Title:
Authorized Agent




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



HARBOUR TOWN FUNDING LLCBy:

/S/    ANN E.
MORRISName: Ann E. Morris Title:
Asst. Vice President




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



SANKATY ADVISORS, LLC, as Collateral Manager for Race Point CLO, Limited, as
Term Lender Company NameBy:

/S/    DIANE J.
EXTERName: Diane J. ExterTitle: Managing DirectorPortfolio Manager







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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



SANKATY ADVISORS, LLC, as Collateral Manager for Brant Point II CBO 2000-1
LTD, as Term LenderBy:

/S/    DIANE J.
EXTERName: Diane J. ExterTitle: Managing DirectorPortfolio Manager




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



SANKATY HIGH YIELD PARTNERS III, L.P.By:

/S/    DIANE J.
EXTERName: Diane J. ExterTitle: Managing DirectorPortfolio Manager




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



CARLYLE HIGH YIELD PARTNERS II,
LTD.,By:

/s/    LINDA PACEName: Linda PaceTitle: Principal




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



CARLYLE HIGH YIELD PARTNERS IV, LTD.,By:

/s/    LINDA PACEName: Linda PaceTitle: Principal




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



SIERRA CLO I,By:

/s/    JOHN M.
CASPARIANName: John M. CasparianTitle: Chief Operating OfficerCentre Pacific LLP (Manager)







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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



WINGED FOOT FUNDING TRUST,By:

/s/    ANN E.
MORRISName: Ann E. MorrisTitle: Authorized Agent




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



LCM I LIMITED PARTNERSHIP,By:

Lyon Capital Management LLC, as Attorney-in-FactBy:

/s/    FARBOUD
TAVANGARName: Farboud TavangarTitle: Senior Portfolio Manager







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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



CYPRESSTREE INVESTMENT MANAGEMENT COMPANY,
INC.,As:

Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio ManagerBy:

/s/    MICHAEL
ASHTONName: Michael AshtonTitle: Principal







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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



CYPRESSTREE INVESTMENT PARTNERS I, LTD.By:

CypressTree Investment Management Company, Inc., as Portfolio ManagerBy:

/s/    MICHAEL
ASHTONName: Michael AshtonTitle: Principal







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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



BRYN MAWR CLO, LTD.,By:

Deerfield Capital Management LLC, as itsCollateral ManagerBy:

/S/    MARK E.
WITTNEBELName: Mark E. Wittnebel Title:
Senior Vice President




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



ROSEMONT CLO, LTD.,By:

Deerfield Capital Management LLC, as itsCollateral ManagerBy:

/S/    MARK E.
WITTNEBELName: Mark E. Wittnebel Title: Senior Vice President




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



MUIRFIELD TRADING LLC,By:

/S/    ANN E.
MORRISName: Ann E. Morris Title:
Assistant Vice President




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



OLYMPIC FUNDING TRUST, SERIES
1999-1,By:

/S/    ANN E.
MORRISName: Ann E. Morris Title:
Authorized Agent




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 4, 2002





To Approve the Amendment:





Name of Institution



SEQUILS-CUMBERLAND I, LTD.,By:

Deerfield Capital Management LLC as its CollateralManagerBy:

/S/    MARK E.
WITTNEBELName: Mark E. Wittnebel Title:
Senior Vice President




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



FLAGSHIP CLO II,By: Flagship Capital ManagementBy:

/S/    MARK S.
PELLETIERName: Mark S. Pelletier Title:
Director




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



HELLER FINANCIAL, INC.By:

/S/    ROBERT M.
KADLICKName:    Robert M. Kadlick Title:    Duly Authorized Signatory







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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



PROMETHEUS INVESTMENT FUNDING NO. 1
LTD.,By:

HVB Credit Advisors LLCBy:

/S/    THOMAS L.
MOWATName:    Thomas L. Mowat Title:    DirectorBy:

/S/    ELIZABETH
TALLMADGEName:    Elizabeth Tallmadge Title:    Managing Director Chief Investment Officer







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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution

SMOKY RIVER CDO, L.P.,By:

RBC Leveraged Capital as Portfolio AdvisorBy:

/S/    MELISSA
MARANO Name:    Melissa
Marano Title:     Director







---

SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution

ARCHIMEDES FUNDING II, LTD.,By:

ING CAPITAL ADVISORS LLC,as Collateral ManagerBy:

/S/    GORDON
COOK Name:    Gordon
Cook Title:    Senior Vice President & Portfolio Manager







---

SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution

ING-ORYX CLO, LTD.By:

ING CAPITAL ADVISORS LLC,as Collateral ManagerBy:

/S/    GORDON
COOK Name:    Gordon
Cook Title:    Senior Vice President & Portfolio Manager






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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



BALANCED HIGH-YIELD FUND I, LTD.,By:

ING CAPITAL ADVISORS LLC, as Asset ManagerBy:

/s/    GORDON COOKName:    Gordon CookTitle:    Senior Vice President & Portfolio Manager







---

SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



KATONAH I, LTD.,By:

/S/    RALPH DELLA
ROCCAName:    Ralph Della Rocca Title:    Authorized Officer Katonah Capital, L.L.C. as Manager







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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



KATONAH III, LTD.,By:

/S/    RALPH DELLA
ROCCAName: Ralph Della Rocca Title:
Authorized Officer Katonah Capital, L.L.C. as
Manager




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



MAPLEWOOD (CAYMAN) LIMITED,By:   David L. Babson & Company Inc., under delegated authority from Massachusetts Mutual Life Insurance Company as Investment ManagerBy:

/S/    GLENN
DUFFYName: Glenn Duffy Title:
Managing Director




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,By:

David L. Babson & Company Inc.,as Investment AdviserBy:

/S/    Glenn DuffyName: Glenn Duffy Title:
Managing Director







---




SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



METROPOLITAN LIFE INSURANCE COMPANY,By:

/s/    JAMES R.
DINGLERName:    James R. DinglerTitle:    Director







---




SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



MONY CAPITAL MANAGEMENT INC.,By:

/s/    LEONARD
MAZLISHName:    Leonard MazlishTitle:    Senior Managing Director







---




SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



MORGAN STANLEY PRIME INCOME
TRUST,By:

/s/    SHEILA A.
FINNERTYName:    Sheila A. FinnertyTitle:    Executive Director







---




SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



NOMURA BOND & LOAN FUND,By:

UFJ TRUST COMPANY OF NEW YORK, as TrusteeBy:

NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. Attorney-in-FactBy:

/s/    ELIZABETH MACLEANName:    Elizabeth MacLeanTitle:    Vice President




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



CLYDESDALE CLO 2001-1, LTD.,By:

NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., as Collateral ManagerBy:

/S/    ELIZABETH
MACLEAN Name: Elizabeth
MacLean Title: Vice President







---

SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



OAK HILL SECURITIES FUND II, L.P.By:

Oak Hill Securities GenPar II, L.P.its General PartnerBy:

Oak Hill Securities MGP II, Inc.,its General PartnerBy:

/S/    SCOTT D.
KRASE Name:    Scott D.
Krase Title:    Vice President













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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:








Name of Institution



OCTAGON INVESTMENT PARTNERS II, LLC,By:

Octagon Credit Investors, LLC as sub-investment managerBy:

/S/    MICHAEL B.
NECHAMKINName: Michael B. NechamkinTitle: Portfolio Manager













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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution

OCTAGON INVESTMENT PARTNERS III, LTD.,By:

OCTAGON CREDIT INVESTORS, LLC, as Portfolio ManagerBy:

/S/    MICHAEL B.
NECHAMKIN Name:    Michael B. Nechamkin Title:     Portfolio Manager













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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



OCTAGON INVESTMENT PARTNERS IV, LTD.,By:

OCTAGON CREDIT INVESTORS, LLC, as Collateral ManagerBy:

/S/    MICHAEL B.
NECHAMKIN Name:    
Michael B. Nechamkin Title:    Portfolio Manager










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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



OCTAGON INVESTMENT PARTNERS IV, LTD.,By:

OCTAGON CREDIT INVESTORS, LLC, as Portfolio ManagerBy:

/S/    MICHAEL B.
NECHAMKIN Name:    
Michael B. Nechamkin Title:    Portfolio Manager




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



PILGRIM CLO 1999-1 LTD.,By:

ING INVESTMENTS, LLC, as its Investment ManagerBy:

/S/    CHARLES E.
LEMIEUX Name:    Charles E. LeMieux, CFA Title:    Vice President










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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



ML CLO XII PILGRIM AMERICA (CAYMAN)
LTD,By:

ING INVESTMENTS, LLC, as its Investment ManagerBy:

/S/    CHARLES E.
LEMIEUX Name:    Charles E. LeMieux, CFA Title:    Vice President







---

SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution

ING PRIME RATE TRUST,By:

ING INVESTMENTS, LLC,as its Investment ManagerBy:

/S/    CHARLES E.
LEMIEUX Name:    Charles E. LeMieux, CFA Title:    Vice President







---

SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution

STANFIELD CLO, LTD.,By:

STANFIELD CAPITAL PARTNERS LLC,as its Collateral ManagerBy:

/S/    CHRISTOPHER A.
BONDY Name:    Christopher A. Bondy Title:    Partner







---

SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution

WINDSOR LOAN FUNDING, LIMITED,By:

STANFIELD CAPITAL PARTNERS LLC,as its Investment ManagerBy:

/S/    CHRISTOPHER A.
BONDY Name:    Christopher A. Bondy Title:    Partner







---

SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution

STANFIELD ARBITRAGE CDO, LTD.,By:

STANFIELD CAPITAL PARTNERS LLC,as its Collateral ManagerBy:

/S/    CHRISTOPHER A.
BONDY Name:    Christopher A. Bondy Title:    Partner







---




SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



STANFIELD CARRERA CLO, LTD.,By:

STANFIELD CAPITAL PARTNERS LLC, as its Interim Asset ManagerBy:

/S/    CHRISTOPHER A.
BONDY Name:    
Christopher A. Bondy Title:    Partner




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



STANFIELD QUATTRO CLO, LTD.,By:

STANFIELD CAPITAL PARTNERS LLC, as its Collateral ManagerBy:

/S/    CHRISTOPHER A.
BONDY Name:    Christopher
A. Bondy Title:    Partner







---




SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



HAMILTON CDO, LTD.,By:

STANFIELD CAPITAL PARTNERS LLC, as its Collateral ManagerBy:

/S/    CHRISTOPHER A.
BONDY Name:    Christopher
A. Bondy Title:    Partner







---

SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



SUNAMERICA SENIOR FLOATING RATE
FUND INC.,By:

STANFIELD CAPITAL PARTNERS LLC, as SubadvisorBy:

/S/    CHRISTOPHER A.
BONDY Name:    Christopher
A. Bondy Title:    Partner







---




SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



AURUM CLO 2002-1 LTD.,by:

STEIN ROE & FARNHAM INCORPORATED,as Investment Managerby:

/S/    JAMES
R. FELLOWSName:    James R. FellowsTitle:    Sr. Vice President & PortfolioManager




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



LIBERTY FLOATING RATE ADVANTAGE
FUND,By:

STEIN ROE & FARNHAM INCORPORATED, as AdvisorBy:

/S/    JAMES R.
FELLOWS Name:    James R.
Fellows Title:    Sr. Vice President & Portfolio Manager




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002








To Approve the Amendment:



GALAXY CLO 1999-1 LTD.,Name of Institution



By:

/S/    W. JEFFREY BAXTERName:    W. Jeffrey Baxter Title:    Authorized Agent





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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:Name of Institution



KZH SOLEIL LLCBy:

/s/    Joyce Fraser-BryantName:    Joyce Fraser-Bryant Title:    Authorized Agent




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:Name of Institution



KZH SOLEIL-2 LLCBy:

/S/    JOYCE
FRASER-BRYANTName:    Joyce Fraser-Bryant Title:    Authorized Agent




---

SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



VAN KAMPEN CLO I, LIMITED,By:

Van Kampen Investment Advisory Corp., as Collateral ManagerBy:

/S/    SEAN B.
KELLEY Name:    Sean B.
Kelley Title:    Vice President




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



VAN KAMPEN CLO II, LIMITED,By:

Van Kampen Investment Advisory Corp., as Collateral ManagerBy:

/S/    SEAN B. KELLEY Name:    Sean B. Kelley Title:    Vice President




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SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



VAN KAMPEN PRIME RATE INCOME
TRUST,By:

Van Kampen Investment Advisory Corp.By:

/S/    CHRISTINA
JAMIESON Name:    Christina Jamieson Title:    Vice President




---

SIGNATURE PAGE TO


AMENDMENT,
DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



VAN KAMPEN SENIOR FLOATING RATE
FUND,By:

Van Kampen Investment Advisory Corp.By:

/S/    DARVIN D. PIERCE Name:    Darvin D. Pierce Title:    Executive Director




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SIGNATURE PAGE TO


AMENDMENT, DATED AS OF


NOVEMBER 6, 2002





To Approve the Amendment:





Name of Institution



VAN KAMPEN SENIOR INCOME
TRUST,By:

Van Kampen Investment Advisory Corp.By:

/S/    CHRISTINA
JAMIESON Name:    Christina Jamieson Title:    Vice President




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SCHEDULE 6.05(i)(A)





PLIANT CORPORATION





CREDIT AGREEMENT





Amendment No. 4


November 6, 2002





Section 6.05(i)(A) investments in Joint Ventures and Unrestricted Subsidiaries





Pliant Investment, Inc.

$
5,300,0001Alliant Company, LLC

$
375,0002


---




1 Investment in Pliant Investment , Inc. by Pliant Corporation.





2 Investment in Alliant Company, LLC by Pliant Investment, Inc., an Unrestricted Subsidiary.