<PAGE>

                                                                   Exhibit 10.29


         AMENDMENT NO. 9 AND AGREEMENT dated as of October 18, 2001 (this
"Amendment"), to the Credit Agreement dated as of January 7, 1998, as amended by
Amendment No. 1 and Waiver dated as of March 16, 1998, Amendment No. 2 and
Waiver dated as of May 21, 1998, Amendment No. 3 and Waiver dated as of July 16,
1998, Amendment No. 4 dated as of November 12, 1998, Amendment No. 5 dated as of
March 12, 1999, Amendment No. 6 dated as of December 20, 1999, Amendment No. 7
dated as of June 20, 2000, and Amendment No. 8 and Agreement dated as of
December 26, 2000 (the "Credit Agreement"), among DENNY'S, INC., a California
corporation, EL POLLO LOCO, INC., a Delaware corporation, FLAGSTAR ENTERPRISES,
INC., an Alabama corporation, ADVANTICA SYSTEMS, INC. (formerly Flagstar
Systems, Inc.), a Delaware corporation, QUINCY' S RESTAURANTS, INC., an Alabama
corporation (each of the foregoing, except for FLAGSTAR ENTERPRISES, INC.,
QUINCY'S RESTAURANTS, INC. and EL POLLO LOCO, INC., for purposes of this
Amendment and the Credit Agreement, individually, a "Borrower" and,
collectively, the "Borrowers"), ADVANTICA RESTAURANT GROUP, INC., a Delaware
corporation ("Parent"), the Lenders (as defined in Article I of the Credit
Agreement) and THE CHASE MANHATTAN BANK, a New York banking corporation, as
swingline lender (in such capacity, the "Swingline Lender"), as issuing bank, as
administrative agent (in such capacity, the "Administrative Agent") and as
collateral agent (in such capacity, the "Collateral Agent") for the Lenders.

         A. The Lenders have extended credit to the Borrowers, and have agreed
to extend credit to the Borrowers, in each case pursuant to the terms and
subject to the conditions set forth in the Credit Agreement.

         B. Parent and the Borrowers have requested that the Required Lenders
agree to amend certain provisions of the Credit Agreement.

         C. The Required Lenders are willing to agree to such amendments, on the
terms and subject to the conditions set forth herein.

         D. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Credit Agreement after giving effect to this
Amendment.

         Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:

         SECTION 1. Amendment. (a) Section 1.01 of the Credit Agreement is
hereby amended as follows:

                  (i) by inserting the following definitions in the appropriate
         alphabetical order:

                           "Advantica/Denny's Holdings Notes" shall mean the
                  senior unsecured notes (a) to be issued by Parent and Denny's
                  Holdings, as joint obligors, as part of the New Senior Notes
                  Exchange and (b) having terms and conditions (including the
                  terms and conditions thereof relating to the interest rate,
                  fees, maturity, prepayment requirements, mandatory call or
                  redemption features,


<PAGE>


                  covenants, events of default and remedies) substantially
                  similar to the terms and conditions therefor described in the
                  draft Description of Notes dated October 25, 2001, previously
                  delivered to the Administrative Agent (without giving effect
                  to any amendments to such draft Description of Notes that are
                  adverse to the Lenders and have not been approved by the
                  Administrative Agent), and otherwise reasonably satisfactory
                  to the Administrative Agent; provided that such senior
                  unsecured notes shall not be due before January 14, 2007, and
                  shall bear a fixed rate of interest over their life.";

                           "Advantica/Denny's Holdings Notes Documents" shall
                  mean the Advantica/Denny's Holdings Notes, the
                  Advantica/Denny's Holdings Notes Indenture and all material
                  agreements, documents and instruments related thereto, in each
                  case as amended, supplemented or otherwise modified from time
                  to time in accordance with the terms hereof and thereof.";

                           "Advantica/Denny's Holdings Notes Indenture" shall
                  mean the Indenture with respect to the Advantica/Denny's
                  Holdings Notes among Parent, Denny's Holdings and the
                  Advantica/Denny's Holdings Notes Trustee, as amended,
                  supplemented or otherwise modified from time to time in
                  accordance with the terms hereof and thereof.";

                           "Advantica/Denny's Holdings Notes Trustee" shall mean
                  U.S. Bank National Association, as Trustee for the holders of
                  the Advantica/Denny's Holdings Notes, and its successors and
                  assigns in such capacity.";

                           "New Senior Notes Exchange" shall mean the delivery
                  by Parent of Advantica/Denny's Holdings Notes to holders of
                  New Senior Notes in exchange for New Senior Notes held by such
                  holders; provided that (a) the aggregate amount of interest
                  that will accrue in any period in respect of the
                  Advantica/Denny's Holdings Notes and New Senior Notes that
                  will be outstanding immediately after giving effect to the New
                  Senior Notes Exchange shall be less than the aggregate amount
                  of interest that would have accrued in such period in respect
                  of the New Senior Notes that were outstanding immediately
                  prior to giving effect to the New Senior Notes Exchange (in
                  each case, such interest being the interest that will accrue
                  or would have accrued, as the case may be, pursuant to the
                  terms of the applicable notes), (b) the aggregate principal
                  amount of Indebtedness evidenced by the Advantica/Denny's
                  Holdings Notes and the New Senior Notes immediately after
                  giving effect to the New Senior Notes Exchange shall be less
                  than the aggregate principal amount of Indebtedness evidenced
                  by the New Senior Notes immediately prior to giving effect to
                  the New Senior Notes Exchange, (c) the New Senior Notes
                  Exchange shall be completed on or prior to June 30, 2002, (d)
                  before and after giving effect to the New Senior Notes
                  Exchange, no Default or Event of Default shall have occurred
                  and be continuing, (e) all transactions related to the New
                  Senior Notes Exchange shall be reasonably satisfactory to the
                  Administrative Agent, (f) upon the date of consummation of the
                  New Senior Notes Exchange, the Administrative Agent shall have
                  received a certificate of a Financial Officer of Parent dated
                  such date and certifying that consummation of the New Senior
                  Notes Exchange will not result in a default under, a breach of
                  or a termination pursuant to the terms of, any material


<PAGE>


                  agreement of Parent or any of the Subsidiaries and (g) upon
                  the date of consummation of the New Senior Notes Exchange, the
                  Administrative Agent, on behalf of itself, the Lenders and the
                  Issuing Bank, shall have received a favorable written opinion
                  of Alston & Bird LLP, counsel for Parent and the Borrowers,
                  dated as of such date and subject only to customary exceptions
                  and qualifications, (i) that consummation of the New Senior
                  Notes Exchange will not violate any applicable law, statute,
                  consent decree, rule or regulation or result in a default
                  under, a breach of or a termination pursuant to the terms of,
                  any material agreement of Parent or any of the Subsidiaries
                  and (ii) covering such other matters relating to the New
                  Senior Notes Exchange as the Administrative Agent may
                  reasonably request.";

                  (ii) by inserting the text "; provided further that any sale
         of property received in respect of payments made by Parent under the
         Advantica Guarantee shall be deemed to be an Asset Sale" in the
         definition of the term "Asset Sale";

                  (iii) by inserting the text "or with respect to Denny's
         Holdings" immediately after the text "with respect to Parent" in clause
         (d) of the definition of the term "Change in Control";

                  (iv) by inserting the text "or under the Advantica/Denny's
         Holdings Notes Documents" immediately after the text "in respect of
         Indebtedness to which Parent is a party" in clause (d) of the
         definition of the term "Change in Control";

                  (v) by deleting the text "and (b)" in the definition of the
         term "Consolidated Senior Secured Debt" and replacing it with the text
         ", (b) the aggregate principal amount of Advantica/Denny's Holdings
         Notes outstanding on such date and (c)";

                  (vi) by inserting the text "the Advantica/Denny's Holdings
         Notes Documents," immediately after the text ", the New Senior Notes
         Documents," in clause (a) of the definition of the term "Permitted
         Amendments"; and

                  (vii) by inserting the text "the Advantica/Denny's Holdings
         Notes Documents," immediately after the text ", the New Senior Notes
         Documents," in clause (b)(i) of the definition of the term "Permitted
         Amendments".

         (b) Section 2.05 of the Credit Agreement is hereby amended by deleting
the text "3.25%" in paragraph (c) of such Section and replacing it with the text
"4.00%".

         (c) Section 2.06 of the Credit Agreement is hereby amended as follows:

                  (i) by deleting the text "2.25%" in Section 2.06(a) and
         replacing it with the text "3.00%"; and

                  (ii) by deleting the text "3.25%" in Section 2.06(b) and
         replacing it with the text "4.00%".

         (d) Section 2.09 of the Credit Agreement is hereby amended as follows:


<PAGE>


                  (i) by deleting the proviso to Section 2.09(b) and replacing
         it with the following new proviso:

         "provided, however, that (i) the Commitments shall be reduced by an
         amount equal to 100% of the Net Cash Proceeds received with respect to
         any Asset Sale made pursuant to clause (y) of Section 5.14(b) if, and
         to the extent that, the aggregate amount of the Net Cash Proceeds
         received with respect to all such Asset Sales exceeds $5,000,000 and
         (ii) Parent shall deliver to the Administrative Agent a certificate of
         a Financial Officer promptly (and in any event within three Business
         Days) following receipt of any such Net Cash Proceeds setting forth a
         reasonably detailed calculation of the amount of such Net Cash
         Proceeds."; and

                  (ii) by inserting the following new Section 2.09(dd)
         immediately after Section 2.09(d):

                  "(dd) In the event that Parent or any of the Specified
                  Subsidiaries shall at any time or from time to time receive
                  any (i) principal payment in cash in respect of the payments
                  made by Parent under the Advantica Guarantee, (ii) cash
                  payment in respect of a permanent reduction in L/C Exposure
                  (as defined in the FRI-M Credit Agreement) or (iii) Net Cash
                  Proceeds from the sale, transfer or other disposition of any
                  property received in lieu of either of the cash payments
                  described in clauses (i) and (ii) above, the Commitments shall
                  automatically be reduced at such time by an amount (rounded
                  down to the nearest integral multiple of $100,000) equal to
                  100% of such principal payment, payment in respect of such
                  reduction in L/C Exposure or Net Cash Proceeds, as the case
                  may be; provided that (i) the aggregate amount of reductions
                  in the Commitments pursuant to this paragraph (dd) shall not
                  exceed $50,000,000, (ii) the Commitments shall not be reduced
                  pursuant to this paragraph (dd) until the aggregate amount of
                  such principal payments, payments in respect of reductions in
                  L/C Exposure and Net Cash Proceeds equals at least $5,000,000,
                  (iii) no reduction in the Commitments pursuant to this
                  paragraph (dd) subsequent to the initial such reduction shall
                  be required until the aggregate amount of such principal
                  payments, payments in respect of reductions in L/C Exposure
                  and Net Cash Proceeds received since the previous reduction in
                  Commitments pursuant to this paragraph (dd) equals at least
                  $1,000,000 and (iv) Parent shall deliver to the Administrative
                  Agent a certificate of a Financial Officer promptly (and in
                  any event within three Business Days) following receipt of any
                  such principal payments, payments in respect of reductions in
                  L/C Exposure or Net Cash Proceeds, as the case may be, setting
                  forth (A) the amount of such principal payment, payment in
                  respect of a reduction in L/C Exposure or Net Cash Proceeds,
                  as the case may be, and (B) in the case of receipt of any such
                  Net Cash Proceeds, a reasonably detailed calculation of the
                  amount of such Net Cash Proceeds.".

         (e) Section 5.14 of the Credit Agreement is hereby amended as follows:

                  (i) by inserting the text "(a)" immediately before the first
         sentence of such Section 5.14(a):


<PAGE>


                  (ii) by inserting the following new Section 5.14(b)
         immediately after Section 5.14(a):

                  "(b) Notwithstanding anything in this Agreement to the
                  contrary, including Section 6.05, Denny's Realty (i) shall do
                  all things necessary to preserve, renew and keep in full force
                  its legal existence, (ii) shall not merge into or consolidate
                  with any other person (including Parent, any Borrower and any
                  other Subsidiary), or permit any person to merge into or
                  consolidate with it, or liquidate or dissolve and (iii) shall
                  not sell, transfer or otherwise dispose of any land,
                  restaurants, fixtures, improvements or other real property to
                  any person, including Parent, any Borrower and any other
                  Subsidiary; provided that this Section 5.14(b) shall not
                  prohibit (x) any transaction expressly permitted pursuant to
                  Section 6.05(m) or (y) so long as no Default or Event of
                  Default has occurred and is continuing, the sale, transfer or
                  other disposition by Denny's Realty of any land, restaurants,
                  fixtures, improvements or other real property for a
                  consideration determined by the board of directors of Denny's
                  Realty to be greater than or equal to the Fair Market Value of
                  the assets disposed of, provided that the aggregate Fair
                  Market Value of such assets disposed of pursuant to this
                  clause (y) shall not exceed $15,000,000 during the term of
                  this Agreement."; and

                  (iii) by inserting the following new Section 5.14(c) at the
         end of Section 5.14:

                  "(c) Denny's Realty shall comply in all respects and at all
                  times with both its Bylaws and its Restated Certificate of
                  Incorporation, in each case in the form delivered to the
                  Administrative Agent prior to the date hereof.".

         (f) Section 6.01 (b) of the Credit Agreement is hereby amended as
follows:

                  (i) by deleting the text "and (iv)" and replacing it with the
         text ", (iv) the Advantica/Denny's Holdings Notes Documents and (v)";
         and

                  (ii) by inserting the following text at the end of such
         Section immediately before the semicolon:

                  "..., provided that Indebtedness evidenced by the
                  Advantica/Denny's Holdings Notes shall be incurred only
                  pursuant to the New Senior Notes Exchange.".

         (g) Section 6.04 of the Credit Agreement is hereby amended as follows:

                  (i) by deleting the text "and" at the end of Section 6.04(m);

                  (ii) by deleting the period at the end of Section 6.04(n) and
         replacing it with the text ` ; and"; and

                  (iii) by inserting the following new Section 6.04(0) at the
         end of Section 6.04:

                  "(o) investments by Parent and Denny's Holdings in New Senior
                  Notes to the extent permitted by Section 6.08(a)."

<PAGE>


         (h) Section 6.05 of the Credit Agreement is hereby amended as follows:

                  (i) by deleting the text "and" immediately after the semicolon
         at the end of Section 6.05(1);

                  (ii) by inserting the text "and" immediately after the
         semicolon at the end of Section 6.05(m); and

                  (iii) by inserting the following new Section 6.05(n) at the
         end of Section 6.05:

                  "(n) Parent and Denny's Holdings may effect the New Senior
                  Notes Exchange and the other transactions incidental to
                  effecting the New Senior Notes Exchange;"

         (i) Section 6.06 of the Credit Agreement is hereby amended as follows:

                  (i) by deleting the text "subject to Section 6.15(a)"
         immediately following the text "provided, however, that (i)" in Section
         6.06(a) and replacing it with the text "subject to Section 6.15"; and

                  (ii) by deleting the text "and (F)" in Section 6.06(b) and
         replacing it with the text ", (F) the Advantica/Denny's Holdings Notes
         Documents or (G)".

         (j) Section 6.07 of the Credit Agreement is hereby amended by deleting
the text "and (ii)" and replacing it with the text ", (ii) for the New Senior
Notes Exchange and the consummation of the transactions expressly contemplated
thereby and (iii)".

         (k) Section 6.08 of the Credit Agreement is hereby amended as follows:

                  (i) by deleting the text "and" at the end of clause (iii) of
         Section 6.08(a);

                  (ii) by inserting the text "and" immediately after the
         semicolon at the end of clause (iv) of Section 6.08(a);

                  (iii) by inserting the following new clause (v) immediately
         after clause (iv) of Section 6.08(a):

                  "(v) Parent and Denny's Holdings shall be permitted to acquire
                  voluntarily New Senior Notes pursuant to the New Senior Notes
                  Exchange;"

                  (iv) by inserting the text "the Advantica/Denny's Holdings
         Notes Documents," immediately after the text "the New Senior Notes
         Documents," in Section 6.08(b); and

                  (v) by substituting the following new Section 6.08(c) for the
         existing Section 6.08(c):

                           "(c) If, as a result of the receipt of any cash
                  proceeds by Parent or any Subsidiary in connection with an
                  Asset Sale, FRD, Denny's Holdings


<PAGE>


                  or Parent would be required by the terms of the FRD Senior
                  Notes Indenture, the Advantica/Denny's Holdings Notes
                  Indenture or the New Senior Notes Indenture to make an offer
                  to repurchase FRD Senior Notes, Advantica/Denny's Holdings
                  Notes or New Senior Notes, respectively, prior to the
                  respective maturity dates of such Notes, then Parent shall or
                  shall cause one or more of the Subsidiaries to invest such
                  cash proceeds in assets or businesses of Parent or the
                  Subsidiaries in a manner that is permitted by the other
                  provisions of this Agreement and that will eliminate any
                  requirement under the FRD Senior Notes Indenture, the
                  Advantica/Denny's Holdings Notes Indenture or the New Senior
                  Notes Indenture to offer to repurchase FRD Senior Notes,
                  Advantica/Denny's Holdings Notes or New Senior Notes,
                  respectively. Any such investment shall be made prior to the
                  first day on which FRD, Denny's Holdings or Parent, as the
                  case may be, would be required to commence a tender offer to
                  repurchase with such cash proceeds FRD Senior Notes,
                  Advantica/Denny's Holdings Notes or New Senior Notes, under
                  the FRD Senior Notes Indenture, Advantica/Denny's Holdings
                  Notes Indenture or New Senior Notes Indenture, respectively."

         (l) Section 6.11 of the Credit Agreement is hereby amended by deleting
the table at the end of such Section and replacing it with the following table
and text:

                           "Date                     Ratio
                            ----                     -----
                           December 31, 2001         4.75 to 1.00
                           March 31, 2002            5.00 to 1.00
                           June 30, 2002, and        5. 10 to 1.00
                           thereafter

         Following consummation of the New Senior Notes Exchange, each of the
         ratios set forth in the table above shall be adjusted to equal the
         difference (rounded to the nearest hundredth) between (a) such ratio as
         set forth in the table and (b) (i) the quotient obtained by dividing
         (A) the aggregate amount of the reduction in Consolidated Total Debt
         (net of transaction expenses and taxes, in each case resulting from
         consummation of the New Senior Notes Exchange) resulting from
         consummation of the New Senior Notes Exchange by (B) $1,000,000,
         multiplied by (ii) 0.0078.".

         (m) Section 6.15 of the Credit Agreement is hereby amended as follows:

                  (i) by inserting the text "New Senior Notes acquired by Parent
         or contributed to Parent pursuant to the New Senior Notes Exchange,"
         immediately after the text "(i) own or acquire any assets other than"
         in the second sentence of such Section;

                  (ii) by deleting the text "$500,000" in the second sentence of
         such Section and replacing it with the text "$250,000";

                  (iii) by deleting the text "or (4)" in the second sentence of
         such Section and replacing it with the text ", (4) any payment to be
         made by Parent is due in


<PAGE>


         respect of the Advantica/Denny's Holdings Notes (and no Default or
         Event of Default shall have occurred and be continuing) or (5)";

                  (iv) by inserting the text "the Advantica/Denny's Holdings
         Notes Indenture," immediately after the text "liabilities under the New
         Senior Notes Indenture," in clause (ii)(A) of the second sentence of
         such Section; and

                  (v) by inserting the following sentence at the end of such
         Section:

                  "Parent shall not permit Denny's Holdings to (i) own or
                  acquire any assets (other than New Senior Notes acquired by
                  Denny's Holdings pursuant to the New Senior Notes Exchange,
                  shares of capital stock of Denny's Holdings' subsidiaries,
                  cash and Permitted Investments, provided that the amount of
                  such cash, together with the Fair Market Value of such
                  Permitted Investments, shall not at any time exceed $50,000
                  other than on any day on which (1) any payment to be made by
                  Denny's Holdings is due in respect of the Advantica/Denny's
                  Holdings Notes (and no Default or Event of Default shall have
                  occurred and be continuing) or (2) any payment is due in
                  respect of any liabilities referred to in clause (ii)(B) or
                  (C), in which event Denny's Holdings may during such day hold
                  additional cash in an amount up to the aggregate amount of
                  such payment to enable Denny's Holdings to make such payment)
                  or (ii) incur any liabilities (other than (A) liabilities
                  under the Loan Documents or the Advantica/Denny's Holdings
                  Notes Documents, (B) liabilities imposed by law, including tax
                  liabilities, and (C) other liabilities incidental to its
                  existence and permitted business and activities)."

         SECTION 2. Agreement. Parent hereby agrees that, notwithstanding the
assignment to Denny's of all rights (the "Subrogation Rights") of the lenders
and issuing banks under the New FRI-M Credit Agreement against each Borrower and
Guarantor (each as defined in the New FRI-M Credit Agreement) other than Parent,
to which Parent is subrogated, if it shall receive any subrogation payment in
respect of any Subrogation Right, Parent shall immediately contribute such
payment to Denny's as a capital contribution.

         SECTION 3. Amendment Fee. In consideration of the agreements of the
Required 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 October
29, 2001, an amendment fee (the "Amendment Fee") in an amount equal to 0.25% of
such Lender's Commitment as of such date.

         SECTION 4. Representations and Warranties. Parent and the Borrowers
represent and warrant to the Administrative Agent and to each of the Lenders
that:

                  (a) This Amendment has been duly authorized, executed and
         delivered by Parent and each of the Borrowers and constitutes their
         legal, valid and binding obligations, enforceable in accordance with
         its terms except as such enforceability may be limited by bankruptcy,
         insolvency, reorganization, moratorium or other similar laws affecting
         creditors' rights generally and by general principles of equity


<PAGE>


         (regardless of whether such enforceability is considered in a
         proceeding at law or in equity).

                  (b) Before and 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 with the same
         effect as if made on the date hereof, except to the extent such
         representations and warranties expressly relate to an earlier date.

                  (c) Before and after giving effect to this Amendment, no Event
         of Default or Default has occurred and is continuing.

         SECTION 5. Conditions to Effectiveness. This Amendment shall become
effective as of the date (the "Effectiveness Date") on which all of the
following conditions are satisfied:

                  (a) The representations and warranties set forth in Section 4
         hereof shall be true and correct with the same effect as if made on the
         Effectiveness Date, except to the extent such representations and
         warranties expressly relate to an earlier date, and the Administrative
         Agent shall have received a certificate, dated the Effectiveness Date
         and signed by a Financial Officer of Parent, confirming compliance with
         such condition.

                  (b) The Administrative Agent shall have received (i)
         counterparts of this Amendment that, when taken together, bear the
         signatures of Parent, each of the Borrowers and the Required Lenders
         and (ii) the Amendment Fee.

         SECTION 6. 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. On and after the
Effectiveness Date, any reference to the Credit Agreement shall mean the Credit
Agreement as amended hereby.

         SECTION 7. Loan Document. This Amendment shall be a Loan Document for
all purposes.

         SECTION 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 9. 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
counterpart of a signature page of this Amendment by telecopy shall be effective
as delivery of a manually executed counterpart of this Amendment.

         SECTION 10. Expenses. Parent and the Borrowers agree 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.


<PAGE>


         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.


                                            ADVANTICA RESTAURANT GROUP, INC.,

                                            by
                                                 /s/ Kenneth E. Jones
                                            ------------------------------------
                                            Name:  Kenneth E. Jones
                                            Title: Vice President and Treasurer


                                            DENNY'S, INC.,

                                            by
                                                 /s/ Kenneth E. Jones
                                            ------------------------------------
                                            Name:  Kenneth E. Jones
                                            Title: Vice President and Treasurer


                                            ADVANTICA SYSTEMS, INC.,

                                            by
                                                 /s/ Kenneth E. Jones
                                            ------------------------------------
                                            Name:  Kenneth E. Jones
                                            Title: Vice President and Treasurer


                                            THE CHASE MANHATTAN BANK,
                                            individually and as Administrative
                                            Agent, Collateral Agent, Swingline
                                            Lender and Issuing Bank,

                                            by:
                                                 /s/ Barry R. Bergman
                                            ------------------------------------
                                            Name:  Barry R. Bergman
                                            Title: Vice President




<PAGE>


                                        SIGNATURE PAGE TO AMENDMENT NO. 9
                                        DATED AS OF OCTOBER 18, 2001


                  To approve the Amendment:

                  Name of Institution :  Farallon Capital Investors, LLP
                                       -----------------------------------------

                                        by
                                        Name:  /s/ David Cohen
                                             -----------------------------------
                                        Title:




<PAGE>


                                            SIGNATURE PAGE TO AMENDMENT NO. 9
                                            DATED AS OF OCTOBER 18, 2001


                  To approve the Amendment:

                  Name of Institution Foothill Income Trust II, L.P
                                      ----------------------------------

                                            by
                                            FIT II GP, LLC, its general partner
                                            /s/ Dennis R. Ascher
                                            ------------------------------------
                                            Name:  Dennis R. Ascher
                                            Title: Managing Member




<PAGE>


                                        SIGNATURE PAGE TO AMENDMENT NO. 9
                                        DATED AS OF OCTOBER 18, 2001


                  To approve the Amendment:

                  Name of Institution :  PB Capital Corporation
                                        -------------------------
                                        by
                                        /s/ Nina Zhou
                                        ----------------------------------------
                                        Name:  Nina Zhou
                                        Title: Associate

                                        /s/ Jeffrey Frost
                                        ----------------------------------------
                                        Name:  Jeffrey Frost
                                        Title: Managing Director Client Services




<PAGE>


                                       SIGNATURE PAGE TO AMENDMENT NO. 9
                                       DATED AS OF OCTOBER 18, 2001


                  To approve the Amendment:

                  Name of Institution: Transamerica Business Capital Corporation
                                       -----------------------------------------
                                       (as successor to
                                       Transamerica Business Credit Corp.)

                                       by
                                       /s/ Steve Goetschius
                                       -----------------------------------------
                                       Name:  Steve Goetschius
                                       Title: Senior Vice President


<PAGE>


                                            SIGNATURE PAGE TO AMENDMENT NO. 9
                                            DATED AS OF OCTOBER 18, 2001


                  To approve the Amendment:

                  Name of Institution :  AmSouth Bank
                                        ---------------------
                                            by
                                            /s/ Kathleen F. Kerlinger
                                            ------------------------------------
                                            Name:  Kathleen F. Kerlinger
                                            Title: Attorney-In-Fact


<PAGE>


                                       SIGNATURE PAGE TO AMENDMENT NO. 9
                                       DATED AS OF OCTOBER 18, 2001


                  To approve the Amendment:

                  Name of Institution :  KZH CNC LLC
                                       --------------

                                       by
                                       /s/ Susan Lee
                                       -----------------------------------------
                                       Name:  Susan Lee
                                       Title: Authorized Agent