EXHIBIT 10.9.2

                      SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS  SECOND  AMENDMENT  TO CREDIT  AGREEMENT,  dated as of May 3, 2002
(this  "Amendment"),  is among WINN-DIXIE  STORES,  INC. (the  "Borrower"),  the
        ---------                                               --------
Lenders  (as defined  below)  signatories  hereto and  WACHOVIA  BANK,  NATIONAL
ASSOCIATION   (successor   by  merger  to  First  Union   National   Bank),   as
administrative  agent for the Lenders  (in such  capacity,  the  "Administrative
                                                                  --------------
Agent").
-----
                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, the Borrower, certain financial institutions and other Persons
(such  capitalized  term and other  capitalized  terms used in these recitals to
have the  meanings  set forth or defined by reference in Part I below) from time
to time parties thereto (collectively, the "Lenders"), the Administrative Agent,
                                            -------
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated ("ML &
                                                                            ----
Co."), as the Syndication  Agent,  Harris Trust and Savings Bank, Fleet National
--
Bank and Credit Lyonnais New York Branch, as the Documentation Agents, and First
Union Securities,  Inc. (doing business as Wachovia Securities) and ML & Co., as
joint lead Arrangers, are parties to the Credit Agreement, dated as of March 29,
2001 (as modified  prior to the date hereof by the First  Amendment  dated as of
March  14,  2002,  the  "Existing  Credit  Agreement",  and  together  with this
                         ---------------------------
Amendment, the "Credit Agreement");
                ----------------

         WHEREAS, the Borrower has requested that the Lenders amend the Existing
Credit Agreement as set forth below; and

         WHEREAS,  the Lenders have agreed,  subject to the terms and conditions
hereinafter  set  forth,  to amend the  Existing  Credit  Agreement  in  certain
respects;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable   consideration  (the  receipt  and  sufficiency  of  which  is  hereby
acknowledged), the parties hereto hereby agree as follows:

                                     PART I
                                   DEFINITIONS

         SUBPART 1.1. Certain  Definitions.  The following terms (whether or not
                      --------------------
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):

         "Administrative Agent" is defined in the preamble.
          --------------------                    --------

         "Amendment" is defined in the preamble.
          ---------                    --------

         "Borrower" is defined in the preamble.
          --------                    --------

         "Credit Agreement" is defined in the first recital.
          ----------------                    -------------

<PAGE>

         "Existing Credit Agreement" is defined in the first recital.
          -------------------------                    -------------

         "Second Amendment Effective Date" is defined in Subpart 4.1.
          -------------------------------                -----------

         "Lenders" is defined in the first recital.
          -------                    -------------

         "ML & Co." is defined in the first recital.
          --------                    -------------

         SUBPART 1.2. Other  Definitions.  Terms for which meanings are provided
                      ------------------
in the Existing  Credit  Agreement are, unless  otherwise  defined herein or the
context otherwise requires, used in this Amendment with such meanings.

                                    PART II
                                   AMENDMENTS

         Effective on (and subject to the  occurrence  of) the Second  Amendment
Effective  Date, the Existing  Credit  Agreement is hereby amended in accordance
with this Part;  except as so amended or otherwise  modified by this  Amendment,
the Existing  Credit  Agreement and the Loan  Documents  shall  continue in full
force and effect in accordance with their terms.

         SUBPART 2.1.  Amendment to Article I. Article I of the Existing  Credit
                       ----------------------
Agreement is hereby amended in accordance with Subparts 2.1.1 through 2.1.3.
                                               --------------         -----

         SUBPART 2.2.1.  Section 1.1 of the Existing Credit  Agreement is hereby
amended by  inserting  the  following  definitions  therein  in the  appropriate
alphabetical order:

         "Fort Worth Division" means all plants, warehouses,  stores, equipment,
          -------------------
inventory and related assets and properties of the Borrower and its Subsidiaries
located in Texas or Oklahoma.

         "Second Amendment" means the Second Amendment, dated as of May 3, 2002,
          ----------------
to this Agreement among the Borrower,  the Administrative  Agent and the Lenders
parties thereto.

         "Second  Amendment  Effective  Date" is defined  in Subpart  4.1 of the
          -------------------------------                    -----------
Second Amendment.

         SUBPART 2.2.2.  Section 1.1 of the Existing Credit  Agreement is hereby
further amended by amending the definition of "EBITDA"  appearing therein by (a)
deleting the word "and" appearing immediately prior to subclause (v) thereof and
(b) inserting the following immediately after subclause (v) thereof:

         ", and (vi) non-recurring restructuring and other non-recurring charges
and a  non-recurring  inventory  write-down  relating  to the  Borrower  and its
Subsidiaries' divestiture of the Fort Worth Division disclosed in writing to the
Lenders prior to the Second Amendment Effective Date."



                                       2
<PAGE>

         SUBPART 2.2.3.  Section 1.1 of the Existing Credit  Agreement is hereby
further  amended by amending the  definition of "Tangible  Net Worth"  appearing
therein by inserting the phrase "; provided, that such calculation shall exclude
                                   --------
any impact upon the  consolidated  stockholders'  equity of the Borrower and its
Subsidiaries  resulting  from  their  divestiture  of the Fort  Worth  Division"
immediately prior to the punctuation mark "." in the fourth line thereof.

         SUBPART 2.2.  Amendment  to  Article  VII.  Article VII of the Existing
                       ---------------------------
Credit Agreement is hereby amended in accordance with Subpart 2.2.1.
                                                      -------------

         SUBPART  2.2.1.  Clause (b) of Section  7.2.11 of the  Existing  Credit
Agreement is hereby  amended by inserting  the phrase ";  provided,  that assets
                                                          --------
sold  during  the  2002  Fiscal  Year  shall  not  account  for  usage  of  such
$200,000,000 basket" immediately prior to the punctuation mark ";" at the end of
subclause (i) thereof.

                                    PART III
                       LIMITED WAIVER TO CREDIT AGREEMENT

         SUBPART 3.1. Effective on (and subject to the occurrence of) the Second
Amendment  Effective  Date, in  connection  with  Dispositions  made pursuant to
Section  7.2.11(b) of the Existing  Credit  Agreement  and  completed,  or to be
completed,  during the 2002 Fiscal  Year,  the  Lenders  waive  compliance  with
Section 7.2.11(b)(i) of the Existing Credit Agreement  restricting the aggregate
fair market value,  as well as the aggregate book value,  of all assets Disposed
of in any Fiscal  Year to a maximum of  $50,000,000  for (and only for) the 2002
Fiscal Year;  provided,  that such Dispositions  completed  following the Second
              --------
Amendment  Effective  Date shall be deemed to have fully  utilized the remaining
available  balance,  if any, as of the Second  Amendment  Effective Date for the
2002  Fiscal  Year  under such  $50,000,000  basket.  Except as so  waived,  the
Existing  Credit  Agreement and the other Loan Documents  shall continue in full
force and effect in accordance with their terms.

                                    PART IV
                           CONDITIONS TO EFFECTIVENESS

         SUBPART 4.1. Effectiveness. This Amendment and the amendments contained
                      -------------
herein shall  become  effective  on the date (the  "Second  Amendment  Effective
                                                    ----------------------------
Date")  when  each of the  conditions  set forth in this  Part  shall  have been
----
fulfilled to the satisfaction of the Administrative Agent.

         SUBPART 4.2.1.  Execution of  Counterparts.  The  Administrative  Agent
                         --------------------------
shall have received counterparts of this Amendment,  duly executed and delivered
on behalf of each Borrower, the Administrative Agent and the Required Lenders.

         SUBPART  4.2.2.  Amendment  Fee.  The  Administrative  Agent shall have
                          --------------
received  by no later  than  12:00 noon (New York  time),  May 6, 2002,  for the
account  of  each  Lender  having  delivered  an  executed  counterpart  of this
Amendment by no later than 5:00 p.m. (New York time),  May 3, 2002, an amendment
fee in an  aggregate  amount  equal  to .10% of the  sum of each  such  Lender's
Percentage of (a) the aggregate 364 Day Revolving  Loan  Commitment  Amount plus
(b) the  aggregate  Five Year  Revolving  Loan  Commitment  Amount  plus (c) the
aggregate  outstanding  principal  amount of the Term Loans (in each case, after
giving effect to this Amendment).

                                       3
<PAGE>

         SUBPART 4.2.3. Legal Details,  etc. All documents executed or submitted
                        -------------------
pursuant   hereto  shall  be   satisfactory   in  form  and   substance  to  the
Administrative  Agent and its counsel.  The Administrative Agent and its counsel
shall have  received  all  information  and such  counterpart  originals or such
certified or other copies or such materials as the  Administrative  Agent or its
counsel  may  reasonably  request,   and  all  legal  matters  incident  to  the
transactions  contemplated  by  this  Amendment  shall  be  satisfactory  to the
Administrative Agent and its counsel.

                                     PART V
                  MISCELLANEOUS; REPRESENTATIONS AND COVENANTS

         SUBPART 5.1.  Continuing  Effectiveness,  etc. As amended  hereby,  the
                       -------------------------------
Credit  Agreement  shall remain in full force and effect and is hereby  ratified
and confirmed in all respects.  After the Second  Amendment  Effective Date, all
references  in the Credit  Agreement and each other Loan Document to the "Credit
Agreement" shall refer to the Existing Credit Agreement,  after giving effect to
this  Amendment,  and this Amendment  shall be a Loan Document for all purposes.
The Borrower hereby  confirms its  obligations  under Section 10.3 of the Credit
Agreement to pay all fees and expenses of the Administrative Agent in connection
with this  Amendment and other ongoing  administration  of the Credit  Agreement
since the last invoice it received,  including reasonable fees and other charges
of Shearman & Sterling in connection therewith.

         SUBPART  5.2.   Amendment  Fee.  The  Borrower  shall  deliver  to  the
                         --------------
Administrative  Agent by no later than 12:00 noon (New York time), May 13, 2002,
for the account of each Lender having delivered an executed  counterpart of this
Amendment  on or after May 6, 2002 but prior to 5:00 p.m.  (New York time),  May
10, 2002,  an  amendment  fee in an amount equal to .05% of the sum of each such
Lender's  Percentage  of (a) the aggregate  364 Day  Revolving  Loan  Commitment
Amount plus (b) the aggregate Five Year Revolving  Loan  Commitment  Amount plus
(c) the aggregate  outstanding principal amount of the Term Loans (in each case,
after giving effect to this Amendment).

         SUBPART 5.3. Counterparts. This Amendment may be executed in any number
                      ------------
of counterparts and by the different parties on separate counterparts,  and each
such  counterpart  shall be deemed to be an original  but all such  counterparts
shall together constitute one and the same Amendment.

SUBPART 5.4.      Governing Law.  THIS AMENDMENT SHALL BE A CONTRACT MADE  UNDER
                  -------------
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

SUBPART 5.5.      Successors and Assigns.  This Amendment shall be binding  upon
                  ----------------------
the Borrower,  the Lenders and the Agents and their  respective  successors  and
assigns, and shall inure to their successors and assigns.




                                       4
<PAGE>

         SUBPART 5.6.  Representations  and  Warranties.  In order to induce the
                       --------------------------------
Lenders to execute and deliver  this  Amendment,  the  Borrower  represents  and
warrants to the Agents,  the Lenders and the Issuer that, after giving effect to
the terms of this Amendment,  the following statements are true and correct: (a)
the  representations  and  warranties  set forth in Article  VI of the  Existing
Credit  Agreement  and in the other Loan  Documents  are true and correct on the
Second  Amendment  Effective Date as if made on the Second  Amendment  Effective
Date and after giving effect to the Second  Amendment  (unless  stated to relate
solely to an earlier date,  in which case such  representations  and  warranties
were true and correct in all material  respects as of such earlier date); (b) as
of the Second  Amendment  Effective  Date, no  Dispositions  pursuant to Section
7.2.11(b) of the Existing  Credit  Agreement have been completed by the Borrower
and its  Subsidiaries  during  the 2002  Fiscal  Year;  and (c) no  Default  has
occurred and been continuing.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

















                                       5
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed and delivered by their respective authorized officers as of the day and
year first above written.


                                     WINN-DIXIE STORES, INC.


                                     By:     /S/ KELLIE D. ROSS
                                             ------------------
                                                 KELLIE D. ROSS

                                     Title:   Vice President Strategic Planning
                                              and Treasurer


LENDERS:


                                     WACHOVIA BANK, NATIONAL     ASSOCIATION,
                                       as Administrative Agent and as a Lender


                                     By: /S/  THOMAS M. HARPER
                                              ----------------
                                     Name:    THOMAS M. HARPER
                                     Title:   Senior Vice President



                                     ADDISON CDO, LIMITED (ACCT 1279)
                                     By:  Pacific Investment Management Company
                                          LLC, as its Investment Advisor

                                     By:/S/ MOHAN V. PHANSALKAR
                                            -------------------
                                     Name:  MOHAN V. PHANSALKER
                                     Title: Executive Vice President


                                     AERIES FINANCE-II LTD.
                                     By:    INVESCO SENIOR SECURED
                                            MANAGEMENT, INC. AS SUB-
                                            MANAGING AGENT

                                     By: /S/ ANNE M. MCCARTHY
                                             ----------------
                                     Name:   ANNE M. MCCARTHY
                                     Title:  Authorized Signatory


                                     AIM FLOATING RATE FUND
                                     By:    INVESCO SENIOR SECURED
                                            MANAGEMENT, INC. AS ATTORNEY
                                            IN FACT

                                     By:   /S/ ANNE M. MCCARTHY
                                               ----------------
                                     Name:     ANNE M. MCCARTHY
                                     Title:    Authorized Signatory



                                       6
<PAGE>



                                     BANGKOK BANK PUBLIC COMPANY LIMITED

                                     By:/S/ PIYARATANA CONDRON
                                            ------------------
                                     Name:  PIYARATANA CONDRON
                                     Title: Vice President


                                     BANK OF MONTREAL

                                     By:/S/  S. VALIA
                                             --------
                                     Name:   S. VALIA
                                     Title:  MD


                                     CAPTIVA III FINANCE LTD. (ACCT. 275)
                                     AS ADVISED BY PACIFIC INVESTMENT MANAGEMENT
                                     COMPANY LLC

                                     By:/S/  DAVID DYER
                                             ----------
                                     Name:   DAVID DYER
                                     Title:  DIRECTOR


                                     CAPTIVA IV FINANCE LTD. (ACCT. 1275)
                                     AS ADVISED BY PACIFIC INVESTMENT MANAGEMENT
                                     COMPANY LLC

                                     By:/S/  DAVID DYER
                                             ----------
                                     Name:   DAVID DYER
                                     Title:  DIRECTOR


                                     CERES II FINANCE LTD.
                                     BY: INVESCO SENIOR SECURED MANAGEMENT, INC.
                                     AS SUB-MANAGING AGENT (FINANCIAL)

                                     By:/S/  ANNE M. MCCARTHY
                                             ----------------
                                     Name:   ANNE M. MCCARTHY
                                     Title:  AUTHORIZED SIGNATORY



                                       7
<PAGE>



                                     CHARTER VIEW PORTFOLIO
                                     BY: INVESCO SENIOR SECURED MANAGEMENT, INC.
                                     AS INVESTMENT ADVISOR

                                     By:/S/  ANNE M. MCCARTHY
                                             ----------------
                                     Name:   ANNE M. MCCARTHY
                                     Title:  AUTHORIZED SIGNATORY


                                     CHEVY CHASE BANK, F.S.B.

                                     By:/S/  DORY HALATI
                                             -----------
                                     Name:   DORY HALATI
                                     Title:  VICE PRESIDENT


                                     CIBC

                                     By:/S/  DOMINIC J. SORRESSO
                                             -------------------
                                     Name:   DOMINIC J. SORRESSO
                                     Title:  EXECUTIVE DIRECTOR
                                             CIBC WORLD MARKETS CORP.,
                                             AS AGENT


                                     CITADEL HILL 2000, LTD

                                     By:/S/  STEPHEN LOCKHART
                                             ----------------
                                     Name:   STEPHEN LOCKHART
                                     Title:  AUTHORIZED SIGNATORY


                                     CLYDESDALE CLO 2001-1, LTD
                                     BY:  NOMURA CORPORATE RESEARCH AND
                                          ASSET MANGEMENT INC. AS COLLATERAL
                                          MANAGER

                                     By:/S/  RICHARD W. STEWART
                                             ------------------
                                     Name:   RICHARD W. STEWART
                                     Title:  DIRECTOR



                                       8
<PAGE>



                                     COBANK, ACB

                                     By:/S/  S. RICHARD DILL
                                             ---------------
                                     Name:   S. RICHARD DILL
                                     Title:  VICE PRESIDENT


                                     COMPASS BANK

                                     By:/S/  K. KEELY WAGGONER
                                             -----------------
                                     Name:   K. KEELY WAGGONER
                                     Title:  VICE PRESIDENT


                                     COSTANTINUS EATON VANCE CDO V, LTD.
                                     BY: EATON VANCE MANAGEMENT AS
                                         INVESTMENT ADVISOR

                                     By:/S/ PAYSON F. SWAFFIELD
                                            -------------------
                                     Name:  PAYSON F. SWAFFIELD
                                     Title: VICE PRESIDENT


                                     CREDIT LYONNAIS NEW YORK BRANCH

                                     By:/S/  ATTILA KOC
                                             ----------
                                     Name:   ATTILA KOC
                                     Title:  SENIOR VICE PRESIDENT


                                     CYPRESSTREE INVESTMENT MANAGEMENT  COMPANY,
                                     INC.
                                     AS: ATTORNEY-IN-FACT AND ON BEHALF OF
                                         FIRST ALLMERICA FINANCIAL LIFE
                                         INSURANCE COMPANY AS PORTFOLIO MANAGER

                                     By:/S/  PETER M. CAMPO
                                             --------------
                                     Name:   PETER M. CAMPO
                                     Title:  ASSOCIATE



                                       9
<PAGE>



                                     CYPRESSTREE INVESTMENT PARTNERS I, LTD
                                     BY: CYPRESSTREE INVESTMENT
                                         MANAGEMENT COMPANY INC.,  AS
                                         PORTFOLIO MANAGER

                                     By:/S/  PETER M. CAMPO
                                             --------------
                                     Name:   PETER M. CAMPO
                                     Title:  ASSOCIATE


                                     CYPRESSTREE INVESTMENT PARTNERS II, LTD
                                     BY: CYPRESSTREE INVESTMENT
                                         MANAGEMENT COMPANY INC.,  AS
                                         PORTFOLIO MANAGER

                                     By:/S/  PETER M. CAMPO
                                             --------------
                                     Name:   PETER M. CAMPO
                                     Title:  ASSOCIATE


                                     DELANO COMPANY (ACCT 274)
                                     BY: PACIFIC INVESTMENT MANAGEMENT
                                         COMPANY LLC.,  AS ITS INVESTMENT
                                         ADVISOR

                                     By:/S/  MOHAN V. PHANSALKAR
                                             -------------------
                                     Name:   MOHAN V. PHANSALKAR
                                     Title:  EXECUTIVE VICE PRESIDENT


                                     DENALI CAPITAL LLC,  MANAGING MEMBER OF  DC
                                     FUNDING  PARTNERS,  PORTFOLIO  MANAGER  FOR
                                     DENALI CAPITAL CLO I, LTD., OR AN AFFILIATE

                                     By:/S/  JOHN P. THACKER
                                             ---------------
                                     Name:   JOHN P. THACKER
                                     Title:  CHIEF CREDIT OFFICER





                                       10
<PAGE>



                                     DIVERSIFIED CREDIT PORTFOLIO LTD.
                                     BY: INVESCO SENIOR SECURED MANAGEMENT, INC.
                                     AS INVESTMENT ADVISOR

                                     By:/S/  ANNE M. MCCARTHY
                                             ----------------
                                     Name:   ANNE M. MCCARTHY
                                     Title:  AUTHORIZED SIGNATORY


                                     EAST WEST BANK


                                     By:/S/  NANCY S. MOORE
                                             --------------
                                     Name:   NANCY S. MOORE
                                     Title:  SENIOR VICE PRESIDENT


                                     EATON VANCE CDO III.LTD.
                                     BY: EATON VANCE MANAGEMENT AS
                                         INVESTMENT ADVISOR

                                     By:/S/  PAYSON F. SWAFFIELD
                                             -------------------
                                     Name:   PAYSON F. SWAFFIELD
                                     Title:  VICE PRESIDENT


                                     EATON VANCE CDO IV, LTD.
                                     BY: EATON VANCE MANAGEMENT AS
                                         INVESTMENT ADVISOR

                                     By:/S/  PAYSON F. SWAFFIELD
                                             -------------------
                                     Name:   PAYSON F. SWAFFIELD
                                     Title:  VICE PRESIDENT


                                     EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
                                     BY: EATON VANCE MANAGEMENT AS
                                         INVESTMENT ADVISOR

                                     By:/S/  PAYSON F. SWAFFIELD
                                             -------------------
                                     Name:   PAYSON F. SWAFFIELD
                                     Title:  VICE PRESIDENT



                                       11
<PAGE>



                                     EATON VANCE SENIOR INCOME TRUST
                                     BY: EATON VANCE MANAGEMENT AS
                                         INVESTMENT ADVISOR

                                     By:/S/  PAYSON F. SWAFFIELD
                                             -------------------
                                     Name:   PAYSON F. SWAFFIELD
                                     Title:  VICE PRESIDENT


                                     ELT LTD.

                                     By:/S/  DIANA L. MUSHILL
                                             ----------------
                                     Name:   DIANA L. MUSHILL
                                     Title:  AUTHORIZED AGENT


                                     FIRSTAR BANK, N.A.

                                     By:/S/  DEREK S. ROUDEBUSH
                                             ------------------
                                     Name:   DEREK S. ROUDEBUSH
                                     Title:  VICE PRESIDENT


                                     FLAGSHIP CLO 2001-1
                                     BY: FLAGSHIP CAPITAL MANAGEMENT, INC.

                                     By:/S/  ERIC S. MEYER
                                             -------------
                                     Name:   ERIC S. MEYER
                                     Title:  DIRECTOR


                                     FRANKLIN CLO II, LTD

                                     By:/S/  RICHARD D'ADDARIO
                                             -----------------
                                     Name:   RICHARD D'ADDARIO
                                     Title:  SENIOR VICE PRESIDENT


                                     FRANKLIN FLOATING RATE DAILY ACCESS FUND

                                     By:/S/  RICHARD D'ADDARIO
                                             -----------------
                                     Name:   RICHARD D'ADDARIO
                                     Title:  SENIOR VICE PRESIDENT



                                       12
<PAGE>



                                     FRANKLIN FLOATING RATE MASTER SERIES

                                     By:/S/  RICHARD D'ADDARIO
                                             -----------------
                                     Name:   RICHARD D'ADDARIO
                                     Title:  SENIOR VICE PRESIDENT


                                     FRANKLIN FLOATING RATE TRUST

                                     By:/S/  RICHARD D'ADDARIO
                                             -----------------
                                     Name:   RICHARD D'ADDARIO
                                     Title:  SENIOR VICE PRESIDENT


                                     GENERAL ELECTRIC CAPITAL CORPORATION

                                     By:/S/  ROBERT M. KADLICK
                                             -----------------
                                     Name:   ROBERT M. KADLICK
                                     Title:  DULY AUTHORIZED SIGNATORY


                                     GMAC BUSINESS CREDIT, LLC

                                     By:/S/  CRAIG NAILITT
                                             -------------
                                     Name:   CRAIG NAILITT
                                     Title:  ASSISTANT VICE PRESIDENT


                                     GRAYSON & COMPANY
                                     BY: BOSTON MANAGEMENT AND RESEARCH
                                         AS INVESTMENT ADVISOR

                                     By:/S/  PAYSON F. SWAFFIELD
                                             -------------------
                                     Name:   PAYSON F. SWAFFIELD
                                     Title:  VICE PRESIDENT


                                     GRAYSTON CLO 2001-1 LTD.
                                     BY: BEAR STEARNS ASSET MANAGEMENT AS
                                             ITS COLLATERAL MANAGER

                                     By:/S/  NJALL ROSENZWEIG
                                             ----------------
                                     Name:   NJALL ROSENZWEIG
                                     Title:  ASSOCIATE DIRECTOR



                                       13
<PAGE>



                                     HARBOURVIEW CDO II LTD, FUND

                                     By:/S/  DAVID FOXHOVEN
                                             --------------
                                     Name:   DAVID FOXHOVEN
                                     Title:  A.V.P.


                                     HARCH CLO I, LTD.

                                     By:/S/  MICHAEL E. LEWITT
                                             -----------------
                                     Name:   MICHAEL E. LEWITT
                                     Title:  AUTHORIZED SIGNATORY


                                     HARRIS TRUST AND SAVINGS BANK,
                                     AS DOCUMENTATION AGENT AND AS A LENDER

                                     By:/S/  SCOTT PLACE
                                             -----------
                                     Name:   SCOTT PLACE
                                     Title:  VICE PRESIDENT


                                     HELLER FINANCIAL, INC.

                                     By:/S/  ROBERT M. KADLICK
                                             -----------------
                                     Name:   ROBERT M. KADLICK
                                     Title:  DULY AUTHORIZED SIGNATORY


                                     IKB CAPITAL CORPORATION

                                     By:/S/  DAVID SNYDER
                                             ------------
                                     Name:   DAVID SNYDER
                                     Title:  PRESIDENT


                                     INDOSUEZ CAPITAL FUNDING III, LIMITED
                                     BY: INDOSUEZ CAPITAL AS PORTFOLIO ADVISOR

                                     By:/S/  CHARLES KOBAYASHI
                                             -----------------
                                     Name:   CHARLES KOBAYASHI
                                     Title:  PRINCIPAL AND PORTFOLIO MANAGER



                                       14
<PAGE>



                                     INDOSUEZ CAPITAL FUNDING VI, LIMITED
                                     BY: INDOSUEZ CAPITAL AS COLLATERAL MANAGER

                                     By:/S/  CHARLES KOBAYASHI
                                             -----------------
                                     Name:   CHARLES KOBAYASHI
                                     Title:    PRINCIPAL AND PORTFOLIO MANAGER


                                     INDOSUEZ CAPITAL FUNDING IV, L.P.,
                                     BY: RBC  LEVERAGED  CAPITAL  AS   PORTFOLIO
                                     ADVISOR

                                     By:/S/  MELISSA MARANO
                                             --------------
                                     Name:   MELISSA MARANO
                                     Title:  DIRECTOR


                                     ING PRIME RATE TRUST
                                     BY: ING INVESTMENTS, LLC AS ITS  INVESTMENT
                                     MANAGER

                                     By:/S/  JEFFREY A. BAKALAR
                                             ------------------
                                     Name:   JEFFREY A. BAKALAR
                                     Title:  SENIOR VICE PRESIDENT


                                     INVESCO CBO 2000-1 LTD.
                                     BY: INVESCO SENIOR SECURED MANAGEMENT, INC.
                                     AS PORTFOLIO ADVISOR

                                     By:/S/  ANNE M. MCCARTHY
                                             ----------------
                                     Name:   ANNE M. MCCARTHY
                                     Title:  AUTHORIZED SIGNATORY


                                     INVESCO EUROPEAN CDO I.S.A.
                                     BY: INVESCO SENIOR SECURED MANAGEMENT, INC.
                                     AS COLLATERAL MANAGER

                                     By:/S/  ANNE M. MCCARTHY
                                             ----------------
                                     Name:   ANNE M. MCCARTHY
                                     Title:  AUTHORIZED SIGNATORY



                                       15
<PAGE>



                                     JPMORGAN  CHASE  BANK,  AS  TRUSTEE  OF THE
                                     ANTARES  FUNDING  TRUST CREATED UNDER TRUST
                                     AGREEMENT DATED AS OF NOVEMBER 30, 1999

                                     By:/S/  LESLIE HUNDLEY
                                             --------------
                                     Name:   LESLIE HUNDLEY
                                     Title:    OFFICER


                                     LCM I LIMITED PARTNERSHIP
                                     BY: LYON CAPITAL MANAGEMENT LLC AS ATTORNEY
                                     IN FACT

                                     By:/S/  MARK A. CAMPELLONE
                                             ------------------
                                     Name:   MARK A. CAMPELLONE
                                     Title:  SENIOR PORTFOLIO MANAGER


                                     MERRILL LYNCH CAPITAL CORPORATION

                                     By:/S/  MICHAEL E. O'BRIEN
                                             ------------------
                                     Name:   MICHAEL E. O'BRIEN
                                     Title:  VICE PRESIDENT


                                     ML CLO XII PILGRIM AMERICA (CAYMAN) LTD,
                                     BY: ING INVESTMENTS, LLC AS ITS  INVESTMENT
                                     MANAGER

                                     By:/S/  JEFFREY A. BAKALAR
                                             ------------------
                                     Name:   JEFFREY A. BAKALAR
                                     Title:  SENIOR VICE PRESIDENT


                                     ML CLO XX PILGRIM AMERICA (CAYMAN) LTD,
                                     BY: ING INVESTMENTS, LLC AS ITS  INVESTMENT
                                     MANAGER

                                     By:/S/  JEFFREY A. BAKALAR
                                             ------------------
                                     Name:   JEFFREY A. BAKALAR
                                     Title:  SENIOR VICE PRESIDENT



                                       16
<PAGE>



                                     MOUNTAIN CAPITAL CLO 1 LTD.

                                     By:/S/  DARREN P. RILEY
                                             ---------------
                                     Name:   DARREN P. RILEY
                                     Title:  DIRECTOR


                                     MOUNTAIN CAPITAL CLO 11 LTD.

                                     By:/S/  DARREN P. RILEY
                                             ---------------
                                     Name:   DARREN P. RILEY
                                     Title:  DIRECTOR


                                     NATEXIS BANQUES POPULAIRES

                                     By:/S/  FRANK H. MADDEN, JR.
                                             -----------------
                                     Name:   FRANK H. MADDEN, JR.
                                     Title:  VICE PRESIDENT & GROUP MANAGER

                                     By:/S/  KRISTEN BRAINARD
                                             -----------------
                                     Name:   KRISTEN BRAINARD
                                     Title:  ASSOCIATE


                                     NOMURA BOND & LOAN FUND
                                     BY: UFJ TRUST COMPANY OF NEW YORK AS
                                         TRUSTEE
                                     BY: NOMURA CORPORATE RESEARCH AND
                                         ASSET MANAGEMENT INC., ATTORNEY IN FACT

                                     By:/S/  RICHARD W. STEWART
                                             -----------------
                                     Name:   RICHARD W. STEWART
                                     Title:  DIRECTOR


                                     NOVA CDO 2001, LTD.

                                     By:/S/  TYLER LINDBLAD
                                             --------------
                                     Name:   TYLER LINDBLAD
                                     Title:  DIRECTOR



                                       17
<PAGE>



                                     OAK HILL CREDIT PARTNERS I LIMITED
                                     BY: OAK HILL CLO MANAGEMENT, LLC AS
                                     INVESTMENT MANAGER

                                     By:/S/  SCOTT D. KRASE
                                             --------------
                                     Name:   SCOTT D. KRASE
                                     Title:  AUTHORIZED SIGNATORY



                                     OAK HILL SECURITIES FUND, L.P.
                                     BY:  OAK  HILL  SECURITES  GENPAR, L.P. ITS
                                          GENERAL PARTNER
                                     BY:  OAK  HILL  SECURITIES  MGP,  INC., ITS
                                          GENERAL PARTNER

                                     By:/S/  SCOTT D. KRASE
                                             --------------
                                     Name:   SCOTT D. KRASE
                                     Title:  AUTHORIZED SIGNATORY


                                     OAK HILL SECURITIES FUND II, L.P.
                                     BY:  OAK HILL SECURITES GENPAR II, L.P. ITS
                                          GENERAL PARTNER
                                     BY:  OAK HILL SECURITIES MGP II, INC.,  ITS
                                          GENERAL PARTNER

                                     By:/S/  SCOTT D. KRASE
                                             --------------
                                     Name:   SCOTT D. KRASE
                                     Title:  AUTHORIZED SIGNATORY


                                     OXFORD STRATEGIC INCOME FUND
                                     BY: EATON VANCE MANAGEMENT AS
                                         INVESTMENT ADVISOR

                                     By:/S/  PAYSON F. SWAFFIELD
                                             -------------------
                                     Name:   PAYSON F. SWAFFIELD
                                     Title:  VICE PRESIDENT



                                       18
<PAGE>



                                     PACIFICA PARTNERS I, LP BY IMPERIAL  CREDIT
                                     ASSET MANAGEMENT AS ITS INVESTMENT MANAGER

                                     By:/S/  DEAN K. KAWAI
                                             -------------
                                     Name:   DEAN K. KAWAI
                                     Title:  VICE PRESIDENT


                                     PILGRAM CLO 1999-1 LTD.
                                     BY: ING INVESTMENTS, LLC AS ITS
                                             INVESTMENT MANAGER

                                     By:/S/  JEFFREY A. BAKALAR
                                             ------------------
                                     Name:   JEFFREY A. BAKALAR
                                     Title:  SENIOR VICE PRESIDENT



                                     PINEHURST TRADING, INC.

                                     By:/S/  DIANA L. MUSHILL
                                             ----------------
                                     Name:   DIANA L. MUSHILL
                                     Title:  ASSISTANT VICE PRESIDENT


                                     BY: ING INVESTMENTS, LLC AS ITS
                                         INVESTMENT MANAGER

                                     By:/S/  JEFFREY A. BAKALAR
                                             ------------------
                                     Name:  JEFFREY A. BAKALAR
                                     Title: SENIOR VICE PRESIDENT


                                     RIVIERA FUNDING LLC

                                     By:/S/  DIANA L. MUSHILL
                                             ----------------
                                     Name:   DIANA L. MUSHILL
                                     Title:  ASSISTANT VICE PRESIDENT



                                       19
<PAGE>



                                     ROYALTON COMPANY (ACCT 280)
                                     BY: PACIFIC INVESTMENT MANAGEMENT
                                         COMPANY LLC, AS ITS INVESTMENT ADVISOR


                                     By:/S/  MOHAN V. PHANSALKAR
                                             -------------------
                                     Name:   MOHAN V. PHANSALKAR
                                     Title:  EXECUTIVE VICE PRESIDENT


                                     SALOMON BROTHERS HOLDING COMPANY, INC.

                                     By:/S/  PIERCE BATROUNI
                                             ---------------
                                     Name:   PIERCE BATROUNI


                                     SENIOR DEBT PORTFOLIO
                                     BY: BOSTON MANAGEMENT AND RESEARCH
                                         AS INVESTMENT ADVISOR

                                     By:/S/  PAYSON F. SWAFFIELD
                                             -------------------
                                     Name:   PAYSON F. SWAFFIELD
                                     Title:  VICE PRESIDENT


                                     SEQUILS-LIBERTY, LTD.
                                     BY: INVESCO SENIOR SECURED
                                         MANAGEMENT, INC. AS COLLATERAL MANAGER


                                     By:/S/  ANNE M. MCCARTHY
                                             -------------------
                                     Name:   ANNE M. MCCARTHY
                                     Title:  AUTHORIZED SIGNATORY


                                     SEQUILS-MAGNUM, LTD. (#1280)
                                     BY: PACIFIC INVESTMENT MANAGEMENT
                                         COMPANY LLC, AS ITS INVESTMENT ADVISOR

                                     By:/S/  MOHAN V. PHANSALKAR
                                             -------------------
                                     Name:   MOHAN V. PHANSALKAR
                                     Title:  EXECUTIVE VICE PRESIDENT



                                       20
<PAGE>



                                     STANWICH LOAN FUNDING LLC

                                     By:/S/  DIANA L. MUSHILL
                                             ----------------
                                     Name:   DIANA L. MUSHILL
                                     Title:  ASSISTANT VICE PRESIDENT


                                     THE SUMITOMO TRUST & BANKING CO., LTD.  NEW
                                     YORK BRANCH

                                     By:/S/  ELIZABETH A. QUIRK
                                             ------------------
                                     Name:   ELIZABETH A. QUIRK
                                     Title:  VICE PRESIDENT


                                     SUNTRUST BANK

                                     By:/S/  ELLYN RIVKEES
                                             -------------
                                     Name:   ELLYN RIVKEES
                                     Title:  DIRECTOR


                                     SUP PROVIDENT

                                     By:/S/  STEVE TOUVLLE
                                             -------------
                                     Name:   STEVE TOUVLLE


                                     TAIPEI BANK

                                     By:/S/  SOPHIA JING
                                             -----------
                                     Name:   SOPHIA JING
                                     Title:  VP & GENERAL MANAGER
                                             TAIPEI BANK, NY AGENCY


                                     TEXTRON FINANCIAL CORPORATION

                                     By:/S/  NAOTO HYASHIDA
                                             --------------
                                     Name:   NAOTO HYASHIDA
                                     Title:  DIRECTOR



                                       21
<PAGE>



                                     TORONTO DOMINION (NEW YORK), INC.

                                     By:/S/  SUSAN K. STRONG
                                             ---------------
                                     Name:   SUSAN K. STRONG
                                     Title:  VICE PRESIDENT


                                     TRANSMERICA  BUSINESS  CAPITAL  CORPORATION
                                     (AS SUCCESSOR IN INTEREST TO TRANSAMERICA
                                     BUSINESS CREDIT CORPORATION)

                                     By:/S/  STEVE GOETSCHINUS
                                             -----------------
                                     Name:   STEVE GOETSCHIUS
                                     Title:  SENIOR VICE PRESIDENT


                                     TRITON CBO III, LIMITED
                                     BY: INVESCO SENIOR SECURED
                                         MANAGEMENT, INC. AS INVESTMENT ADVISOR

                                     By:/S/  ANNE M. MCCARTHY
                                             ----------------
                                     Name:   ANNE M. MCCARTHY
                                     Title:  AUTHORIZED SIGNATORY