EX-10.S 5 y93698exv10ws.htm 1ST AMENDMENT TO CREDIT AGREEMENT 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:

2


 

     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]

5


 

     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

S-1


 

     
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  

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, 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    

S-6