##### 



Exhibit 10(s)

OXFORD HEALTH PLANS, INC.

FIRST AMENDMENT
TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT(this Amendment) is dated as of
December 2, 2003 and entered into by and among Oxford Health Plans, Inc., a
Delaware corporation (Company), the financial institutions listed on the
signature pages hereof (Lenders), Credit Suisse First Boston, as
Administrative Agent for Lenders (Administrative Agent), Bank of America,
N.A., as Syndication Agent (the Syndication Agent), and Fleet National Bank
and JP Morgan Chase Bank, each as a Documentation Agent (the Documentation
Agents), and is made with reference to that certain Credit Agreement, dated
as of April 25, 2003 (the Credit Agreement), by and among Company, Lenders,
Agent, Syndication Agent and Documentation Agents. Capitalized terms used
herein without definition shall have the same meanings herein as set forth in
the Credit Agreement.

RECITAL

WHEREAS,Company and Lenders desire to amend the Credit Agreement to
decrease the Applicable Base Rate Margin and the Applicable LIBOR Margin
applicable to the Term Loans as set forth herein;

NOW, THEREFORE,in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

Section 1.   AMENDMENT TO THE CREDIT AGREEMENT

1.1   Amendment to Section 1.1: Definitions

Subsection 1.1 of the Credit Agreement is hereby amended as follows:

A.The definition of Applicable Base Rate Margin is hereby deleted and
the following is inserted in lieu thereof:

Applicable Base Rate Marginmeans, as at any date of determination, a
percentage per annum for Revolving Loans or Term Loans as set forth below
opposite the applicable Credit Ratings:





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##### 



|                       |  |                  |      |                  |  |  |      |  
|---------------------- |  | ---------------- | ---- | ---------------- |  |  | ---- | -
|                       |  | Revolving Loans  |      | Term Loans      
|Credit Ratings         |  | Base Rate Margin |      | Base Rate Margin
|                       |  |                  |      |                 
|BBB- or Baa3 or higher |  |                  | 1.00 | %                |  |  | 1.00 | %
|BB+ or Ba1             |  |                  | 1.25 | %                |  |  | 1.25 | %
|BB or Ba2 or lower     |  |                  | 1.50 | %                |  |  | 1.50 | %

; provided that in the event of split Credit Ratings, the applicable level
shall be the highest level for which the criteria for either rating is met,
unless the ratings differential is more than one ratings level, in which case
the rating one level below the higher of the two Credit Ratings will determine
the Applicable Base Rate Margin; provided further if either S&P or Moodys does
not provide a Credit Rating, the lowest level of Credit Ratings will apply;
provided further that for all periods prior to the First Amendment Effective
Date, Applicable Base Rate Margin shall have the meaning set forth in this
Agreement as in effect prior to such date.

B.   The definition of Applicable LIBOR Margin is hereby deleted and the
following is inserted in lieu thereof:

Applicable LIBOR Marginmeans, as at any date of determination, a
percentage per annum for Revolving Loans or Term Loans as set forth below
opposite the applicable Credit Ratings:

|                       |  |                 |      |              |  |  |      |  
|---------------------- |  | --------------- | ---- | ------------ |  |  | ---- | -
|                       |  | Revolving Loans |      | Term Loans  
|Credit Ratings         |  | LIBOR Margin    |      | LIBOR Margin
|                       |  |                 |      |             
|BBB- or Baa3 or higher |  |                 | 2.00 | %            |  |  | 2.00 | %
|BB+ or Ba1             |  |                 | 2.25 | %            |  |  | 2.25 | %
|BB or Ba2 or lower     |  |                 | 2.50 | %            |  |  | 2.50 | %

; provided that in the event of split Credit Ratings, the applicable level
shall be the highest level for which the criteria for either rating is met,
unless the ratings differential is more than one ratings level, in which case
the rating one level below the higher of the two Credit Ratings will determine
the Applicable LIBOR Margin; provided further if either S&P or Moodys does not
provide a Credit Rating, the lowest level of Credit Ratings will apply;
provided further that for all periods prior to the First Amendment Effective
Date, Applicable LIBOR Margin shall have the meaning set forth in this
Agreement as in effect prior to such date.

C.   Subsection 1.1 is further amended by adding the following definition:

First Amendment Effective Date means December 2, 2003.

Section 2.   CONDITIONS TO EFFECTIVENESS

Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent:

2



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##### 



A.     On or before the First Amendment Effective Date, Company shall deliver
to Lenders (or to Administrative Agent for Lenders) the following, each, unless
otherwise noted, dated the First Amendment Effective Date:



| | 1. |  | Signature and incumbency certificates of its
officers executing this Amendment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Copies of this Amendment executed by Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | 3. |  | An Officers Certificate, in form and substance
reasonably satisfactory to Administrative Agent, to the effect
that the representations and warranties in Section 5 of the
Credit Agreement are true, correct and complete in all
material respects on and as of the First Amendment Effective
Date to the same extent as though made on and as of that date
(or, to the extent such representations and warranties relate
to an earlier date, such representations and warranties were
true, correct and complete in all material respects on and as
of such earlier date).

B.On or before the First Amendment Effective Date, all corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its
counsel shall be satisfactory in form and substance to Administrative Agent and
such counsel, and Administrative Agent and such counsel shall have received all
such counterpart originals or certified copies of such documents as
Administrative Agent may reasonably request.

C.Each Lender with outstanding Term Loans and Administrative Agent shall
have executed and delivered copies of this Amendment to Administrative Agent.

Section 3. REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Amendment and to amend the
Credit Agreement in the manner provided herein, Company represents and warrants
to each Lender that the following statements are true, correct and complete:

A.     Corporate Power and Authority. Company has all requisite corporate
power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement and the other Loan Documents as amended by this Amendment (the
Amended Agreement).

B.     Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly
authorized by all necessary corporate action on the part of Company.

C.     No Conflict. The execution and delivery by Company of this Amendment
and the performance by Company of the Amended Agreement does not and will not
(i) violate any provision of any law or any governmental rule or regulation
applicable to Company or any of its Subsidiaries, the Certificate or Articles
of Incorporation or Bylaws of Company or any of its Subsidiaries or any order,
judgment or decree of any court or other agency of government binding

3



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##### 



on Company or any of its Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of Company or any of its Subsidiaries, (iii)
result in or require the creation or imposition of any Lien upon any of the
properties or assets of Company or any of its Subsidiaries or (iv) require any
approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of Company or any of its Subsidiaries.

D.     Governmental Consents. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement does not and
will not require any registration with, consent or approval of, or notice to,
or other action to, with or by, any federal, state or other governmental
authority or regulatory body.

E.     Binding Obligation. This Amendment has been duly executed and
delivered by Company and this Amendment and the Amended Agreement are the
legally valid and binding obligations of Company, enforceable against Company
in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors rights generally or by equitable principles relating to
enforceability.

F.     Incorporation of Representations and Warranties From Credit Agreement.
The representations and warranties contained in Section 5 of the Credit
Agreement are and will be true, correct and complete in all material respects
on and as of the First Amendment Effective Date to the same extent as though
made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.

G.     Absence of Default. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.

Section 4. MISCELLANEOUS

A.     Reference to and Effect on the Credit Agreement and the Other Loan
Documents.



| |                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) On and after the First Amendment Effective Date, each reference
in the Credit Agreement or the other Loan Documents amended hereby to
this Agreement, hereunder, hereof, herein or words of like import
referring to the Credit Agreement or such other Loan Document shall mean
and be a reference to the Amended Agreement.



| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.                                                                                                                
|
| | (iii)  The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
Agent or any Lender under, the Credit Agreement or any of the other Loan
Documents.

4



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##### 



B.     Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive
effect.

C.     Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

D.     Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically
attached to the same document.

[Remainder of page intentionally left blank]

5



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##### 



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

|                                               |  |                                                            
|---------------------------------------------- |  | -----------------------------------------------------------
|OXFORD HEALTH PLANS, INC.                      |  | HAMILTON CDO, LTD.                                         
|                                               |  | By: Stanfield Capital Partners LLC as its Collateral       
|                                               |  | Manager                                                    
|By: /s/ R. Winston Haydon                      |  | By: /s/ Christopher E. Jansen                              
|                                               |  |                                                            
|Name: R. Winston Haydon                        |  | Name: Christopher E. Jansen                                
|Title:   Vice President                        |  | Title:   Managing Partner                                  
|                                               |  |                                                            
|CREDIT SUISSE FIRST BOSTON,acting through its  |  | WINDSOR LOAN FUNDING, LIMITED                              
|Cayman Islands Branch, as Administrative Agent |  | By: Stanfield Capital Partners LLC as its
InvestmentManager
|                                               |  | By: /s/ Christopher E. Jansen                              
|By: /s/ David Miller                           |  |                                                            
|                                               |  | Name: Christopher E. Jansen                                
|Name: David Miller                             |  | Title:   Managing Partner                                  
|Title:   M.D.                                  |  |                                                            
|                                               |  |                                                            
|By: /s/ Tom Newberry                           |  |                                                            
|                                               |  |                                                            
|Name: Tom Newberry                             |  |                                                            
|Title:   M.D.                                  |  |                                                            
|                                               |  |                                                            
|HANOVER SQUARE CLO LTD.                        |  | STANFIELD ARBITRAGE CDO, LTD.                              
|                                               |  | By: /s/ Christopher E. Jansen                              
|By: /s/ Dean Criares                           |  |                                                            
|                                               |  | Name: Christopher E. Jansen                                
|Name: Dean Criares                             |  | Title:   Managing Partner                                  
|Title:   Managing Director                     |  |                                                            
|                                               |  |                                                            
|GENERAL ELECTRIC CAPITAL                       |  | SUNAMERICA SENIOR FLOATING RATE FUND                       
|CORPORATION, as Servicer, on behalf of CFG     |  | INC.                                                       
|ASSET FUNDING LLC.                             |  | By: Stanfield Capital Partners LLC                         
|                                               |  | By: /s/ Christopher E. Jansen                              
|By: /s/ Brian P. Schwinn                       |  |                                                            
|                                               |  | Name: Christopher E. Jansen                                
|Name: Brian P. Schwinn                         |  | Title:   Managing Partner                                  
|Title:    Duly Authorized Signatory            |  |                                                            
|                                               |  |                                                            
|KZH CYPRESSTREE I LLC                         |  | SRF 2000, INC.                                             
|By: /s/ Dorian Herrera                         |  | By /s/ Diana H. Himes                                      
|                                               |  |                                                            
|Name: Dorian Herrera                           |  | Name: Diana M. Himes                                       
|Title:   Authorized Agent                      |  | Title:   Assistant Vice President                          
|                                               |  |                                                            
|HAMILTON FLOATING RATE FUND, LLC               |  | AMMC CDO I, LIMITED                                        
|By: /s/ Dean Stephan                           |  | By: American Money Management Corp., as Collateral         
|                                               |  | Manager                                                    
|Name: Dean Stephan                             |  | By: /s/ Chester M. Eng                                     
|Title:   Managing Director                     |  |                                                            
|                                               |  | Name: Chester M. Eng                                       
|                                               |  | Title:   Senior Vice President                             
|                                               |  |                                                            
|CARLYLE HIGH YIELD PARTNERS
IV, LTD.           |  | AMMC CDO II, LIMITED                                       
|                                               |  | By: American Money Management Corp., as Collateral         
|By: /s/ Linda Pace                             |  | Manager                                                    
|                                               |  | By: /s/ Chester M. Eng                                     
|Name: Linda Pace                               |  |                                                            
|Title:   Principal                             |  | Name: Chester M. Eng                                       
|                                               |  | Title:   Senior Vice President                             

S-1



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##### 



|                                                     |  |                                                       
|---------------------------------------------------- |  | ------------------------------------------------------
|CARLYLE HIGH YIELD PARTNERS
III, LTD.                |  | TRS ECLIPSE LLC                                       
|                                                     |  | By: /s/ Alice L. Wagner                               
|By: /s/ Linda Pace                                   |  |                                                       
|                                                     |  | Name: Alice L. Wagner                                 
|Name: Linda Pace                                     |  | Title:   Vice President                               
|Title:   Principal                                   |  |                                                       
|                                                     |  |                                                       
|CARLYLE HIGH YIELD PARTNERS
II, LTD.                 |  | MOUNTAIN CAPITAL CLO I, LTD                           
|By: /s/ Linda Pace                                   |  | By: /s/ Chris Siddons                                 
|                                                     |  |                                                       
|Name: Linda Pace                                     |  | Name: Chris Siddons                                   
|Title:   Principal                                   |  | Title:   Director                                     
|                                                     |  |                                                       
|BLACK ROCK SENIOR LOAN TRUST                         |  | OPPENHEIMER SENIOR FLOATING RATE FUND                 
|MAGNETITE II CBD, LTD                                |  | By: /s/ Bill Campbell                                 
|MAGNETITE ASSET INVESTORS III, LT                    |  |                                                       
|MAGNETITE IV LLO, LTD                                |  | Name: Bill Campbell                                   
|MAGNETITE V LLO, LTD                                 |  | Title:   Manager                                      
|SENIOR LOAN FUND                                     |  |                                                       
|                                                     |  |                                                       
|By: /s/ M. Williams                                  |  |                                                       
|                                                     |  |                                                       
|Name: M. Williams                                    |  |                                                       
|Title:   Managing Director                           |  |                                                       
|                                                     |  |                                                       
|AMERICAN EXPRESS CERTIFICATE COMPANY                 |  | HARBOURVIEW CLO IV, LTD.                              
|By: /s/ Yvonne E. Stevens                            |  | By /s/ Bill Campbell                                  
|                                                     |  |                                                       
|Name: Yvonne E. Stevens                              |  | Name: Bill Campbell                                   
|Title:   Senior Managing Director                    |  | Title:   Manager                                      
|                                                     |  |                                                       
|IDS LIFE INSURANCE COMPANY                           |  | LONGHORN CDO II, LTD                                  
|By: American Express Asset Management Group, Inc. As |  | By: Merrill Lynch Investment Managers, L.P. as        
|Collateral Manager                                   |  | Investment Advisor                                    
|By: /s/ Yvonne E. Stevens                            |  | By: /s/ Savitri Alex                                  
|Name: Yvonne E. Stevens                              |  |                                                       
|Title:   Senior Managing Director                    |  | Name: Savitri Alex                                    
|                                                     |  | Title:   Authorized Signatory                         
|                                                     |  |                                                       
|CENTURION CDO II, LTD.                               |  | LONGHORN CDO III, LTD                                 
|By: /s/ Leanne Stavrakis                             |  | By: Merrill Lynch Investment Managers, L.P. as        
|                                                     |  | Investment Advisor                                    
|Name: Leanne Stavrakis                               |  | By: /s/ Savitri Alex                                  
|Title:   Director - Operations                       |  |                                                       
|                                                     |  | Name: Savitri Alex                                    
|                                                     |  | Title:   Authorized Signatory                         
|                                                     |  |                                                       
|SEQUILS - CENTURION V, LTD.                          |  | LONGHORN CDO (CAYMAN), LTD                            
|By: /s/ Leanne Stavrakis                             |  | By: Merrill Lynch Investment Managers, L.P.as         
|                                                     |  | Investment Advisor                                    
|Name: Leanne Stavrakis                               |  | By: /s/ Savitri Alex                                  
|Title:   Director - Operations                       |  |                                                       
|                                                     |  | Name: Savitri Alex                                    
|                                                     |  | Title:   Authorized Signatory                         
|                                                     |  |                                                       
|SEQUILS - CENTURION VI, LTD.                         |  | MASTER SENIOR FLOATING RATE TRUST                     
|By: American Express Asset Management Group, Inc. As |  | By: /s/ Savitri Alex                                  
|Collateral Manager                                   |  |                                                       
|By: /s/ Leanne Stavrakis                             |  | Name: Savitri Alex                                    
|                                                     |  | Title:   Authorized Signatory                         
|Name: Leanne Stavrakis                               |  |                                                       
|Title:   Director - Operations                       |  |                                                       
|                                                     |  |                                                       
|THE TRAVELERS INSURANCE COMPANY                      |  | SEQUILS  CUMBERLAND I, LTD.                          
|                                                     |  | By: Deerfield Capital Management LLC as its Collateral
|By: /s/ Denise T. Duffee                             |  | Manager                                               
|                                                     |  | By: /s/ Dale Burrow                                   
|Name: Denise T. Duffee                               |  |                                                       
|Title:   Investment Officer                          |  | Name: Dale Burrow                                     
|                                                     |  | Title:   Senior Vice President                        

S-2



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##### 



|                                                     |                          |                                                        |                                   |                                                       
|---------------------------------------------------- | ------------------------ | ------------------------------------------------------ | --------------------------------- | ------------------------------------------------------
|CITICORP INSURANCE AND INVESTMENT                    |                          | ROSEMONT CLO, LTD.                                    
|TRUST                                                |                          | By: Deerfield Capital Management LLC as its Collateral
|By: Travelers Asset Management International Company |                          | Manager                                               
|LLC                                                  |                          | By: /s/ Dale Burrow                                   
|By: /s/ Denise T. Duffee                             |                          |                                                       
|                                                     |                          | Name: Dale Burrow                                     
|Name:                                                | Denise T. Duffee         |                                                        | Title:   Senior Vice President   
|Title:                                               | Investment Officer       |                                                        |                                  
|                                                     |                          |                                                        |                                   |                                                       
|KATONAH I, LTD.                                      |                          | BRYN MAWR CLO, Ltd                                    
|                                                     |                          |                                                        |                                   | By: Deerfield Capital Management LLC as its Collateral
|By: /s/ Ralph Della Rocco                            |                          | Manager                                               
|                                                     |                          | By: /s/ Dale Burrow                                   
|Name:                                                | Ralph Della Rocco        |                                                        |                                  
|Title:                                               | Authorized Officer       |                                                        | Name: Dale Burrow                
|                                                     | Katonah Capital, LLC     |                                                        | Title:   Senior Vice President   
|                                                     | As Manager               |                                                        |                                  
|                                                     |                          |                                                        |                                   |                                                       
|KATONAH II, LTD.                                     |                          | FOREST CREEK CLO, LTD                                 
|                                                     |                          |                                                        |                                   | By: Deerfield Capital Management LLC as its Collateral
|By: /s/ Ralph Della Rocco                            |                          | Manager                                               
|                                                     |                          | By: /s/ Dale Burrow                                   
|Name:                                                | Ralph Della Rocco        |                                                        |                                  
|Title:                                               | Authorized Officer       |                                                        | Name: Dale Burrow                
|                                                     | Katonah Capital, LLC     |                                                        | Title:   Senior Vice President   
|                                                     | As Manager               |                                                        |                                  
|                                                     |                          |                                                        |                                   |                                                       
|KATONAH III, LTD.                                    |                          | LONG LANE MASTER TRUST II                             
|                                                     |                          |                                                        |                                   | By Fleet National Bank as Trust Administrator with    
|By: /s/ Ralph Della Rocco                            |                          | respect to Series Eclipse                             
|                                                     |                          | By: /s/ Roger C. Ackerman                             
|Name:                                                | Ralph Della Rocco        |                                                        |                                  
|Title:                                               | Authorized Officer       |                                                        | Name Roger C. Ackerman           
|                                                     | Katonah Capital, LLC     |                                                        | Title:   Director                
|                                                     | As Manager               |                                                        |                                  
|                                                     |                          |                                                        |                                   |                                                       
|KATONAH IV, LTD.                                     |                          | CITIGROUP INVESTMENTS CORPORATE LOAN                  
|                                                     |                          |                                                        |                                   | FUND INC.                                             
|By: /s/ Ralph Della Rocco                            |                          | By: Travelers Asset Management International Company  
|                                                     |                          | LLC                                                   
|Name:                                                | Ralph Della Rocco        |                                                        | By: /s/ Maura Connor             
|Title:                                               | Authorized Officer       |                                                        |                                  
|                                                     | Katonah Capital, LLC     |                                                        | Name: Maura Connor               
|                                                     | As Manager               |                                                        | Title:   Vice President          
|                                                     |                          |                                                        |                                   |                                                       
|KATONAH V, LTD.                                      |                          | ANTARS CAPITAL CORPORATION                            
|                                                     |                          |                                                        |                                   | By: /s/ John G. Martin                                
|By: /s/ Ralph Della Rocco                            |                          |                                                       
|                                                     |                          | Name: John G. Martin                                  
|Name:                                                | Ralph Della Rocco        |                                                        | Title:   Managing Director       
|Title:                                               | Authorized Officer       |                                                        |                                  
|                                                     | Katonah Capital, LLC     |                                                        |                                  
|                                                     | As Manager               |                                                        |                                  
|                                                     |                          |                                                        |                                   |                                                       
|1888 FUND, LTD.                                      |                          | TRUMBULL THC, LTD                                     
|By: /s/ Kaitlin Trinh                                |                          | By: /s/ Stacey L. Melek                               
|                                                     |                          |                                                       
|Name:                                                | Kaitlin Trinh            |                                                        | Name: Stacey L. Malek            
|Title:                                               | Fund Controller          |                                                        | Title:   Attorney in Fact        
|                                                     |                          |                                                        |                                   |                                                       
|SIERRA CLO I                                         |                          | TORONTO DOMINION
(NEW YORK), INC.                     
|By: /s/ John M. Casparian                            |                          | By: /s/ Stacey L. Melek                               
|                                                     |                          |                                                       
|Name:                                                | John M. Casparian        |                                                        | Name: Stacey L. Malek            
|Title:                                               | Chief Operating Officer, |                                                        | Title:   Vice President          
|                                                     | Centre Pacific, Manager  |                                                        |                                  
|                                                     |                          |                                                        |                                   |                                                       
|INDOSUEZ CAPITAL FUNDING VI, LTD                     |                          | MONY LIFE INSURANCE COMPANY                           
|By: Indosuez Capital as Collateral Manager           |                          | By: MONY Capital Management, Inc., as Investment      
|                                                     |                          |                                                        |                                   | Advisor                                               
|By: /s/ Paul O. Travers                              |                          | By: /s/ Suzanne E. Walton                             
|                                                     |                          |                                                       
|Name:                                                | Paul O. Travers          |                                                        | Name: Suzanne E. Walton          
|Title:                                               | Managing Director        |                                                        | Title:   Senior Managing Director

S-3



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##### 



|                                                     |  |                                             
|---------------------------------------------------- |  | --------------------------------------------
|GOLDENTREE LOAN OPPORTUNITIES I, LTD.                |  | ATRIUM CDO                                  
|By: GOLDENTREE ASSET MANAGEMENT, LP                  |  | By: /s/ David Lerner                        
|By: /s/ Frederick S. Haddad                          |  |                                             
|                                                     |  | Name: David Lerner                          
|Name: Frederick S. Haddad                            |  | Title:   Authorized Signatory               
|Title:   Portfolio Manager                           |  |                                             
|                                                     |  |                                             
|BY: PPM AMERICA, INC., AS ATTORNEY-IN-               |  | CSAM FUNDING I                              
|FACT, ON BEHALF OF JACKSON NATIONAL                  |  | By: /s/ David Lerner                        
|LIFE INSURANCE COMPANY                               |  |                                             
|By: /s/ David C. Wagner                              |  | Name: David Lerner                          
|                                                     |  | Title:   Authorized Signatory               
|Name: David C. Wagner                                |  |                                             
|Title:   Managing Director                           |  |                                             
|                                                     |  |                                             
|DENALI CAPITAL LLC,managing member of DC             |  | CSAM FUNDING II                             
|FUNDING PARTNERS, portfolio manager for DENALI       |  | By: /s/ David Lerner                        
|CAPITAL CLO II, LTD., or an affiliate                |  |                                             
|By: /s/ John P. Thacker                              |  | Name: David Lerner                          
|                                                     |  | Title:   Authorized Signatory               
|Name: John P. Thacker                                |  |                                             
|Title:   Chief Credit Officer                        |  |                                             
|                                                     |  |                                             
|DENALI CAPITAL LLC,managing member of DC             |  | CSAM FUNDING III                            
|FUNDING PARTNERS, portfolio manager for DENALI       |  | By: /s/ David Lerner                        
|CAPITAL CLO II, LTD., or an affiliate                |  |                                             
|By: /s/ John P. Thacker                              |  | Name: David Lerner                          
|                                                     |  | Title:   Authorized Signatory               
|Name: John P. Thacker                                |  |                                             
|Title:   Chief Credit Officer                        |  |                                             
|                                                     |  |                                             
|GULF STREAM  COMPASS CLO 2002-I, LTD.               |  | FIRST DOMINION FUNDING I                    
|By: Gulf Stream Asset Management, LLC as collateral  |  | By: /s/ David Lerner                        
|Manager                                              |  |                                             
|By: /s/ Barry K. Love                                |  | Name: David Lerner                          
|                                                     |  | Title:   Authorized Signatory               
|Name: Barry K. Love                                  |  |                                             
|Title:   Chief Credit Officer                        |  |                                             
|                                                     |  |                                             
|FOOTHILL INCOME TRUST II, L.P.                       |  | FIRST DOMINION FUNDING II                   
|By FIT II GP, LLC, Its General Partner               |  | By: /s/ David Lerner                        
|By: /s/ Jeff Nikova                                  |  |                                             
|                                                     |  | Name: David Lerner                          
|Name: Jeff Nikova                                    |  | Title:   Authorized Signatory               
|Title:   Managing Member                             |  |                                             
|                                                     |  |                                             
|VENTURE CDO 2002, LTD.                               |  | FIRST DOMINION FUNDING III                  
|By its investment advisor, MJX Asset Management, LLC |  | By: /s/ David Lerner                        
|By: /s/ Kenneth Ostmann                              |  |                                             
|                                                     |  | Name: David Lerner                          
|Name Kenneth Ostmann                                 |  | Title:   Authorized Signatory               
|Title:   Director                                    |  |                                             
|                                                     |  |                                             
|CREDIT LYONNAIS NEW YORK BRANCH                      |  | FIDELITY ADVISOR SERIES II: Fidelity Advisor
|By /s/ Charles Heidsieck                             |  | Floating Rate High Income Fund              
|                                                     |  | By: /s/ John H. Costello                    
|Name: Charles Heidsieck                              |  |                                             
|Title:   Senior Vice President                       |  | Name: John H. Costello                      
|                                                     |  | Title:   Assistant Treasurer                

|                                               |                             |                                           |                              | 
|---------------------------------------------- | --------------------------- | ----------------------------------------- | ---------------------------- | 
|LCM I LIMITED PARTNERSHIP                      |                             | BALLYROCK CDO I LIMITED,                 
|By: Lyon Capital Management LLC, As Collateral |                             | By: BALLYROCK Investment Advisors LLC, as
|Manager                                        |                             | Collateral Manager                       
|By /s/ F. Tavagar                              |                             | By: /s/ Lisa Rymut                       
|                                               |                             |                                          
|Name:                                          | F. Tavangar                 |                                           | Name: Lisa Rymut            
|Title:                                         | Lyon Capital Management LLC |                                           | Title:   Assistant Treasurer
|                                               | Farbound Tavangar           |                                           |                             
|                                               | Senior Portfolio Manager    |                                           |                             
|                                               |                             |                                           |                              | 
|MUIRFIELD TRADIN;G LLC                         |                             | BALLYROCK CDO II Limited,                
|By: /s/ Diana M. Himes                         |                             | By: BALLYROCK Investment Advisors LLC, as
|                                               |                             | Collateral Manager                       
|Name:                                          | Diana M. Himes              |                                           | By: /s/ Lisa Rymut          
|Title:                                         | Assistant Vice President    |                                           |                             

S-4



---



##### 



|                                      |  |                                                   
|------------------------------------- |  | --------------------------------------------------
|                                      |  | Name: Lisa Rymut
Title:   Assistant Treasurer     
|                                      |  |                                                   
|OLLYMPIC FUNDING TRUST, SERIES 1999-I |  | ING SENIOR INCOME FUND                            
|By: /s/ Diana M. Himes                |  | By: Aeltus Investment Management, Inc. as its     
|                                      |  | investment Manager                                
|Name: Diana M. Himes                  |  | By: /s/ Michel Prince, CFA                        
|Title:   Authorized Agent             |  |                                                   
|                                      |  | Name: Michel Prince, CFA                          
|                                      |  | Title:   Vice President                           
|                                      |  |                                                   
|SRF TRADING, INC.                     |  | SEQUILS  PILGRIM I, LTD                          
|By: /s/ Diana M. Himes                |  | By: ING Investments, LLC as its Investment Manager
|                                      |  | By: /s/ Michel Prince, CFA                        
|Name: Diana M. Himes                  |  |                                                   
|Title:   Assistant Vice President     |  | Name: Michel Prince, CFA                          
|                                      |  | Title:   Vice President                           
|                                      |  |                                                   
|RIVIERA FUNDING LLC                   |  | PILGRIM CLO 1999-1 Ltd.                           
|By: /s/ Diana M. Himes                |  | By: ING Investments, LLC as its Investment Manager
|                                      |  | By: /s/ Michel Prince, CFA                        
|Name: Diana M. Himes                  |  | Name: Michel Prince, CFA                          
|Title:   Assistant Vice President     |  | Title:   Vice President                           
|                                      |  |                                                   
|WINGED FOOT FUNDING TRUST             |  | ML CLO XV PILGRIM AMERICA                         
|By: /s/ Diana M. Himes                |  | (CAYMAN) LTD.                                     
|                                      |  | By: ING INVESTMENTS, LLCas its Investment         
|Name: Diana M. Himes                  |  | Manager                                           
|Title:   Assistant Vice President     |  | By: /s/ Michel Prince, CFA                        
|                                      |  |                                                   
|                                      |  | Name: Michel Prince, CFA                          
|                                      |  | Title:   Vice President                           
|                                      |  |                                                   
|JUPITER LOAN FUNDING LLC              |  | ML CLO XX PILGRIM AMERICA                         
|By: /s/ Diana M. Himes                |  | (CAYMAN) LTD.                                     
|                                      |  | By: ING INVESTMENTS, LLCas its Investment         
|Name: Diana M. Himes                  |  | Manager                                           
|Title:   Assistant Vice President     |  | By: /s/ Michel Prince, CFA                        
|                                      |  |                                                   
|                                      |  | Name: Michel Prince, CFA                          
|                                      |  | Title:   Vice President                           
|                                      |  |                                                   
|PPM SPYGLASS FUNDING TRUST            |  | GENERAL ELECTRIC CAPITAL CORPORATION,             
|By: /s/ Diana M. Himes                |  | as Servicer, on behalf of CFS ASSET FUNDING LLC   
|                                      |  | By: /s/ Brian P. Schwinn                          
|Name: Diana M. Himes                  |  |                                                   
|Title:   Assistant Vice President     |  | Name: Brian P. Schwinn                            
|                                      |  | Title:   Duly Authorized Signatory                
|                                      |  |                                                   
|PPM SHADOW CREEK FUNDING LLC          |  | FRANKLIN CLO II, LIMITED                          
|By: /s/ Diana M. Himes                |  | By: /s/ Madeline Lam                              
|                                      |  |                                                   
|Name: Diana M. Himes                  |  | Name: Madeline Lam                                
|Title:   Assistant Vice President     |  | Title:   Vice President                           
|                                      |  |                                                   
|SAWGRASS TRADING LLC                  |  | FRANKLIN CLO IV, LIMITED                          
|By: /s/ Diana M. Himes                |  | By: /s/ Madeline Lam                              
|                                      |  |                                                   
|Name: Diana M. Himes                  |  | Name: Madeline Lam                                
|Title:   Assistant Vice President     |  | Title:   Vice President                           
|                                      |  |                                                   
|STANWICH LOAN FUNDING LLC             |  | BABSON CLO LTD., 2003-I                           
|By: /s/ Diana M. Himes                |  | By: David L. Babson & Company Inc. as Manager     
|                                      |  | By: /s/ David P. Wells, CFA                       
|Name: Diana M. Himes                  |  |                                                   
|Title:   Assistant Vice President     |  | Name: David P. Wells, CFA                         
|                                      |  | Title:   Managing Director                        
|                                      |  |                                                   
|APEX (TRIMARAN) CDO I, LTD            |  | SEABOARD CLO 2000 LTD.                            
|By: /s/ David M. Millison             |  | By: David L. Babson & Company Inc. as Manager     
|                                      |  | By: /s/ David P. Wells, CFA                       
|Name: David M. Millison               |  |                                                   
|Title:   Managing Director            |  | Name: David P. Wells, CFA                         
|                                      |  | Title:   Managing Director                        

S-5



---



##### 

r

|                                                     |  |                                                 
|---------------------------------------------------- |  | ------------------------------------------------
|BANK OF MONTREAL                                     |  | MAPLEWOOD (CAYMAN) LIMITED                      
|By: /s/ S. Valia                                     |  | By: David L. Babson & Company Inc. as Manager   
|                                                     |  | By: /s/ David P. Wells, CFA                     
|Name: S. Valia                                       |  |                                                 
|Title:   Managing Director                           |  | Name: David P. Wells, CFA                       
|                                                     |  | Title:   Managing Director                      
|                                                     |  |                                                 
|STONE TOWER CLO LTD, as a Lender                     |  | APEX (IDM) CDO I, LTD.                          
|By: Stone Tower Debt Advisors                        |  | ELC (CAYMAN) LTD.                               
|LLC, As its Collateral Manager                       |  | ELC (CAYMAN LTD., CDO SERIES 1999-III           
|By: /s/ William J. Sheoris                           |  | ELC (CAYMAN) LTD, 1999-III                      
|                                                     |  | EL (CAYMAN) LTD., 200-I                         
|Name: William J. Sheoris                             |  | TRYON CLO LTD., 2000-I                          
|Title:   Authorized Signatory                        |  | By: David L. Babson & Company Inc. as Collateral
|                                                     |  | Manager                                         
|                                                     |  | By: /s/ David P. Wells, CFA                     
|                                                     |  |                                                 
|                                                     |  | Name: David P. Wells, CFA                       
|                                                     |  | Title:   Managing Director                      
|                                                     |  |                                                 
|KZH ING-2 LLC                                        |  | FRANKLIN CLO I, LIMITED                         
|By: /s/ Dorian Herrera                               |  | By: /s/ Madeline Lam                            
|                                                     |  |                                                 
|Name: Dorian Herrera                                 |  | Name: Madeline Lam                              
|Title:   Authorized Agent                            |  | Title:   Vice President                         
|                                                     |  |                                                 
|KZH STERLING LLC                                     |  | MASSACHSUETTS MUTUAL LIFE INSURANCE             
|By: /s/ Dorian Herrera                               |  | COMPANY                                         
|                                                     |  | By: David L. Babson & Company Inc. as Collateral
|Name: Dorian Herrera                                 |  | Manager                                         
|Title:   Authorized Agent                            |  | By: /s/ David P. Wells, CFA                     
|                                                     |  |                                                 
|                                                     |  | Name: David P. Wells, CFA                       
|                                                     |  | Title:   Managing Director                      
|                                                     |  |                                                 
|LA SALLE BANK, N.A., AS CUSTODIAN                    |  | FRANKLIN FLOATING RATE TRUST                    
|By: /s/ Theresa Lynch                                |  | By: /s/ Madeline Lam                            
|                                                     |  |                                                 
|Name: Theresa Lynch                                  |  | Name: Madeline Lam                              
|Title:   Assistant Vice President                    |  | Title:   Asst. Vice President                   
|                                                     |  |                                                 
|FLEET NATIONAL BANK                                  |  |                                                 
|By: /s/ Judi N. Cyr                                  |  |                                                 
|                                                     |  |                                                 
|Name: Judi N. Cyr                                    |  |                                                 
|Title:   Senior Vice President                       |  |                                                 
|                                                     |  |                                                 
|STANFIELD QUATTRO CLO, LTD.                          |  |                                                 
|By: Stanfield Capital Partners LLC as its Collateral |  |                                                 
|Manager                                              |  |                                                 
|By: /s/ Christopher E. Jansen                        |  |                                                 
|                                                     |  |                                                 
|Name: Christopher E. Jansen                          |  |                                                 
|Title:   Managing Partner                            |  |                                                 

S-6