1ST AMENDMENT TO CREDIT AGREEMENT



 



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:




 






 






	 	 	 	 	 	 	 	 	 
	 	 	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:




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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






 


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






 


     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]



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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
Investment
Manager
	 	 	
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



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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 










 




	 	 	 	 	 
	
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 






 




	 	 	 
	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
	 	





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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, LLC as 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, LLC as 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	 	 




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