EXHIBIT 10.3
EXECUTION COPY
AMENDMENT NO. 3 TO
THE CREDIT AGREEMENT
Dated as of August 24, 2001
AMENDMENT NO. 3 TO THE CREDIT AGREEMENT dated as of October 2,
2000 among AdvancePCS, f/k/a Advance Paradigm, Inc., a Delaware corporation, as
Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto,
Bank One, N.A., ("BANK ONE") as Documentation Agent, Bank of America, N.A.,
("BANK OF AMERICA") as Collateral Agent and as Administrative Agent for the
Lender Parties, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as
Book-Runner, Lead Arranger and Syndication Agent, and Banc of America Securities
LLC as Joint Book-Runner and Joint Lead Arranger for the Lenders, as amended by
the Amendment No. 1 to the Credit Agreement dated as of November 3, 2000 and the
Amendment No. 2 to the Credit Agreement dated as of June 22, 2001 (as so amended
and as otherwise amended, restated and modified from time to time, the "CREDIT
AGREEMENT"). Capitalized terms not otherwise defined in this Amendment No. 3
(the "AMENDMENT") have the same meanings as specified in the Credit Agreement.
PRELIMINARY STATEMENTS:
WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders
and the Agents have entered into the Credit Agreement and the Lenders have made
Advances to the Borrower thereunder;
WHEREAS, the Borrower and its subsidiaries intend to enter
into a structured accounts receivable financing transaction with General
Electric Capital Corporation ("GE CAPITAL") and its subsidiaries to provide up
to $150,000,000 of financing through a securitization of certain of the
Borrower's accounts receivable described on Schedule I hereto which shall have
an average daily principal amount during any calendar month of approximately
$250,000,000;
NOW, THEREFORE, in consideration of the mutual promises and
obligations contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Subsidiary Guarantors and the Required Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.
SECTION 1. Amendment. The Credit Agreement is, effective as of
the date first above written and subject to the satisfaction of the conditions
precedent set forth in Section 2 hereof, hereby amended as follows:
(a) The definition of "Asset Securitization" in Section 1.01
of the Credit Agreement is deleted in its entirety and is replaced with the
following definition:
"`ASSET SECURITIZATION' means a structured receivables financing
transaction to be entered into by and among the Borrower, AdvancePCS,
L.P., an indirect
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wholly-owned subsidiary of the Borrower, as originator, AFC Holding
Corporation, an indirect wholly-owned subsidiary of AdvancePCS, L.P.,
the Receivables Subsidiary, as the seller, GE Capital, as
administrative agent and purchaser and Redwood Receivables Corporation,
as purchaser ("REDWOOD" and together with GE Capital, the
"PURCHASERS"), providing for the contribution and transfer of
Securitization Receivables, and having a final purchase date not later
than 5 years from the closing date thereof and a facility commitment
not to exceed $150,000,000, provided that (a) the Receivables held by
the Receivables Subsidiary in connection with the Asset Securitization
shall be Securitization Receivables, (b) the monetary Obligations of
the Receivables Subsidiary in respect of the Asset Securitization shall
be non-recourse to any Loan Party (other than such recourse as is
customary in receivables securitization transactions of this type), (c)
the documentation relating to the Asset Securitization shall be in form
and substance reasonably satisfactory to the Administrative Agent, (d)
the Borrower and its Subsidiaries shall clearly indicate on their
records which Receivables are Securitization Receivables that have been
transferred to the Receivables Subsidiary and (e) the Administrative
Agent shall be reasonably satisfied that all amounts relating to the
Securitization Receivables shall not be commingled with cash or other
amounts of the Borrower and its Subsidiaries and that all amounts paid
in respect of the Securitization Receivables shall be deposited into
one or more lockboxes or other bank accounts in which no other funds
are deposited on terms and conditions reasonably satisfactory to the
Administrative Agent."
(b) The definition of "Receivables Subsidiary" in Section 1.01
of the Credit Agreement is deleted in its entirety and is replaced with the
following definition:
"`RECEIVABLES SUBSIDIARY' means Advance Funding Corporation, a
Subsidiary of the Borrower that conducts no business other than the
Asset Securitization and activities incidental thereto and owns and
possesses no assets other than Securitization Receivables and those
other assets received in connection with the Asset Securitization."
(c) Section 1.01 of the Credit Agreement is amended to insert
the following new definition:
"`SECURITIZATION RECEIVABLES' means, initially, all receivables of
AdvancePCS, L.P. (the "ORIGINATOR") owed by each of the account debtors
listed on Schedule V hereto (and their successors and assigns) and
thereafter, all receivables owed by each of the account debtors listed
on any amended Schedule V (and their successors and assigns), which
Schedule may be modified from time to time as the Borrower, the
Originator and the Administrative Agent shall agree, provided, however,
that Schedule V may be amended only to add additional account debtors
in replacement of account debtors that are not current customers of the
Borrower, and in no event shall any such modification of such Schedule
V change the average daily principal amount of the Securitization
Receivables transferred to the Receivables
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Subsidiary in any material manner. For the avoidance of doubt,
Securitization Receivables shall include amounts owing to the
Originator in respect of products sold and/or services rendered by the
Originator, in all cases regardless of whether such receivables are
characterized as accounts receivable, general intangibles or otherwise,
and shall include certain related rights described in the documentation
approved by the Administrative Agent in connection with the Asset
Securitization."
(d) Section 5.01(j)(i) of the Credit Agreement is amended to
insert after the words "Guaranty Supplement," the phrase, "provided, however,
that no Guaranty Supplement shall be required to be executed or delivered as
contemplated by this clause (i) by the Receivables Subsidiary,".
(e) Section 5.01(r) is added to the Credit Agreement and shall
read as follows:
"(r) Clearly indicate, and cause each of its Subsidiaries (where
applicable) to clearly indicate, on its records (including, without
limitation, its computer records) which Receivables are Securitization
Receivables that have been transferred to the Receivables Subsidiary in
connection with the Asset Securitization."
(f) Section 5.02(b)(xii) of the Credit Agreement is amended to
insert after the words "Asset Securitization" and before the comma immediately
following, the phrase, "(including, without limitation, indemnities and
repurchase obligations incurred in connection therewith)".
(g) Section 5.02(e)(x) of the Credit Agreement is amended to
insert after the words "of such type," the phrase, ", provided, however, that
the Receivables held by the Receivables Subsidiary in connection with the Asset
Securitization shall be Securitization Receivables."
(h) Section 5.02(q) is added to the Credit Agreement and shall
read as follows:
"(q) Proceeds of Securitization Receivables. Commingle, or permit any
Subsidiary to commingle, amounts relating to the Securitization
Receivables that have been sold pursuant to the Asset Securitization
with cash or any other amounts of the Borrower and its Subsidiaries."
(i) Section 5.03(l) is added to the Credit Agreement and shall
read as follows:
"(l) Securitization Receivables. So long as the Asset Securitization is
continuing, then as soon as available and in any event within 45 days
after the end of each of the first three quarters of each Fiscal Year,
and within 90 days after the end of the last quarter of each Fiscal
Year, a certificate executed by a senior officer of the Borrower
setting forth in reasonable detail the average daily principal balance
of outstanding billed Securitization Receivables held
4
by the Receivables Subsidiary during each calendar month occurring in
such fiscal quarter."
(j) Schedule I to the Credit Agreement is amended by deleting
the column entitled "Interim Revolving Credit Commitment" in its entirety.
(k) The Credit Agreement is amended to add Schedule V thereto
which shall be as set forth in Schedule I hereto, which Schedule may be modified
from time to time as the Borrower, the Originator and the Administrative Agent
shall agree.
(l) Exhibit E to the Credit Agreement is deleted in its
entirety.
SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective as of the date first above written when, and only when, (a) the
Borrower shall have pledged all of the stock of the Receivables Subsidiary
pursuant to the terms of the Security Agreement in favor of the Collateral Agent
and (b) the Administrative Agent shall have received counterparts of this
Amendment executed by the Borrower, the Subsidiary Guarantors and the Required
Lenders or, as to any of the Required Lenders, advice satisfactory to the
Administrative Agent that such Required Lender has executed this Amendment. This
Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.
SECTION 3. Authority of Administrative Agent. The Required
Lenders hereby acknowledge and agree that pursuant to the authority granted to
the Administrative Agent under Article VIII of the Credit Agreement, the
Administrative Agent has the power to execute and deliver all documents and to
take all such further action on behalf of the Lender Parties as it may deem to
be reasonably necessary to effectuate the Asset Securitization as set forth in
the Credit Agreement and in this Amendment thereto.
SECTION 4. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:
(a) the representations and warranties contained in each Loan
Document are correct in all material respects on and as of the date hereof,
before and after giving effect to this Amendment, as though made on and as of
the date hereof, other than any such representations or warranties that by their
terms, refer to a specific date, in which case, as of such specific date; and
(b) no Default has occurred and is continuing under the Credit
Agreement, as amended hereby, or would result from this Amendment.
SECTION 5. Reference to and Effect on the Loan Documents. (a)
On and after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as amended by this Amendment.
5
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Administrative Agent under any
of the Loan Documents, nor constitute a waiver of any provision of any of the
Loan Documents.
SECTION 6. Costs, Expenses; Taxes. The Borrower agrees to pay
on demand all reasonable costs and expenses of the Administrative Agent in
connection with the preparation, execution, delivery and administration of this
Amendment (including, without limitation, the reasonable fees and expenses of
counsel for the Administrative Agent) in accordance with the terms of Section
9.04 of the Credit Agreement.
SECTION 7. Execution in 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 shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 8. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
[The rest of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
ADVANCEPCS
By: /s/ T. XXXXX XXXXXXXX
-----------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: Executive Vice President & CFO
SUBSIDIARY GUARANTORS
ADVANCEPCS HEALTH, L.P.
By ADVANCEPCS HEALTH SYSTEMS, LLC,
its General Partner
By: /s/ T. XXXXX XXXXXXXX
-----------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: Executive Vice President & CFO
ADVANCEPCS RESEARCH, L.L.C.
By: /s/ T. XXXXX XXXXXXXX
-----------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: CFO
XXXXXXXXX.XXX, L.P.
By ADVANCEPCS HEALTH SYSTEMS, LLC,
its General Partner
By: /s/ T. XXXXX XXXXXXXX
-----------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: Executive Vice President & CFO
ADVP CONSOLIDATION, L.L.C.
By: /s/ XXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxx X. XxXxxx
Title: General Counsel and Secretary
ADVP MANAGEMENT, L.P.,
By ADVANCEPCS HEALTH SYSTEMS, LLC,
its General Partner
By: /s/ T. XXXXX XXXXXXXX
------------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: Executive Vice President & CFO
AMBULATORY CARE REVIEW SERVICES, INC.
By: /s/ T. XXXXX XXXXXXXX
------------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: CFO
XXXXXX-XXXXXX NEUROMEDICAL INSTITUTE, INC.
By: /s/ T. XXXXX XXXXXXXX
------------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: CFO
FFI RX MANAGED CARE, INC.
By: /s/ T. XXXXX XXXXXXXX
------------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: CFO
FIRST FLORIDA INTERNATIONAL HOLDINGS, INC.
By: /s/ T. XXXXX XXXXXXXX
------------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: Executive Vice President & CFO
FOUNDATION HEALTH PHARMACEUTICAL SERVICES INC.
By: /s/ T. XXXXX XXXXXXXX
-------------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: CFO
HMN HEALTH SERVICES, INC.
By: /s/ T. XXXXX XXXXXXXX
-------------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: CFO
ADVANCEPCS HOLDING CORPORATION
By: /s/ T. XXXXX XXXXXXXX
-------------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: CFO
ADVANCEPCS MAIL SERVICES OF BIRMINGHAM, INC.
By: /s/ T. XXXXX XXXXXXXX
-------------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: CFO
ADVANCEPCS PUERTO RICO, INC.
By: /s/ T. XXXXX XXXXXXXX
-----------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: Executive Vice President and CFO
ADVANCEPCS HEALTH SYSTEMS, LLC
By: /s/ T. XXXXX XXXXXXXX
-----------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: Executive Vice President & CFO
ADVANCEPCS SPECIALTYRX, LLC
By: /s/ T. XXXXX XXXXXXXX
-----------------------------------------
Name: T. Xxxxx Xxxxxxxx
Title: Executive Vice President & CFO
THE AGENTS
BANK OF AMERICA, N. A.,
as Administrative Agent, Collateral Agent,
Initial Lender and Initial Issuing Bank and Lender Party
By:
-----------------------------------------
Title:
BANK ONE, N.A., as Documentation Agent and Lender Party
By:
-----------------------------------------
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,
as Syndication Agent and Lender Party
By:
-----------------------------------------
Title:
LENDERS
XXXXXXX XXXXX CAPITAL CORPORATION
By:
-----------------------------------------
Title:
BANK ONE, N.A.
By:
-----------------------------------------
Title:
CREDIT SUISSE FIRST BOSTON
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
-----------------------------------------
Title:
FIRST UNION NATIONAL BANK
By:
-----------------------------------------
Title:
BANK OF CHINA, NEW YORK BRANCH
By:
-----------------------------------------
Title:
XXXXXXX XXXXX BANK, FSB
By:
-----------------------------------------
Title:
CIBC INC.
By:
-----------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
-----------------------------------------
Title:
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG - NEW YORK
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
ABBEY NATIONAL TREASURY SERVICES PLC, LONDON
By:
-----------------------------------------
Title:
NORTHWOODS CAPITAL II, LIMITED
By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager
By:
-----------------------------------------
Title:
ARES LEVERAGED INVESTMENT FUND, L.P.
By:
-----------------------------------------
Title:
ARES LEVERAGED INVESTMENT FUND II, L.P
By:
-----------------------------------------
Title:
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
By: CPF Asset Advisory LLC as Investment Manager
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
CARLYLE HIGH YIELD PARTNERS, L.P
By:
-----------------------------------------
Title:
CARLYLE HIGH YIELD PARTNERS II, LTD.
By:
-----------------------------------------
Title:
CARLYLE HIGH YIELD PARTNERS III, LTD.
By:
-----------------------------------------
Title:
BAVARIA TRR CORPORATION
By:
-----------------------------------------
Title:
CARAVELLE INVESTMENT FUND, L.L.C.
By: Trimaran Advisors, L.L.C.
By:
-----------------------------------------
Title:
SIERRA CLO I, LTD.
By
------------------------------------------
Title:
CITADEL HILL 2000 LTD.
By
------------------------------------------
Title:
FIVE FINANCE CORPORATION
Citibank, N.A. as Additional Investment Manager
for and on behalf of Five Finance Corporation
By
------------------------------------------
Title:
TYLER TRADING, INC.
By
------------------------------------------
Title:
FLEET NATIONAL BANK FOR THE ACCOUNT OF FLAGSHIP CLO
By
------------------------------------------
Title:
FOOTHILL INCOME TRUST, L.P.
By FIT GP, LLC, its General Partner
By
------------------------------------------
Title: Managing Member
FRANKLIN CLO I, LIMITED
By
------------------------------------------
Title:
FRANKLIN FLOATING RATE MASTER SERIES
By
------------------------------------------
Title:
FRANKLIN FLOATING RATE TRUST
By
------------------------------------------
Title:
XXXXXX FINANCIAL, INC.
By: Xxxxxx Financial Asset Management LLC
Authorized Agent
By
------------------------------------------
Title:
KATONAH I, LTD.
By
------------------------------------------
Title:
NOMURA BOND & LOAN FUND
By:
-----------------------------------------
Title:
NUVEEN FLOATING RATE FUND
By: Nuveen Senior Loan Asset Management Inc.
By
------------------------------------------
Title:
NUVEEN SENIOR INCOME FUND
By: Nuveen Senior Loan Asset Management Inc.
By
------------------------------------------
Title:
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investments, as its investment manager
By
------------------------------------------
Title:
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investments, as its investment manager
By
------------------------------------------
Title:
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investments, as its investment manager
By
------------------------------------------
Title:
ING PILGRIM SENIOR INCOME
By: ING Pilgrim Investments, as its investment manager
By
------------------------------------------
Title:
PILGRIM PRIME RATE TRUST
By: ING Pilgrim Investments, as its investment manager
By:
-----------------------------------------
Title:
PILGRIM CLO 1999-1 LTD.
By: ING Pilgrim Investments, as its investment manager
By
------------------------------------------
Title:
SEQUILS-PILGRIM I, LTD.
By: ING Pilgrim Investments, as its investment manager
By
------------------------------------------
Title:
OPPENHEIMER SENIOR FLOATING RATE FUND
By
------------------------------------------
Title:
HARBOURVIEW CDO II, LTD
By
------------------------------------------
Title:
KZH SHOSHONE LLC
By
------------------------------------------
Title:
APEX (IDM) CDO I. LTD.
By
------------------------------------------
Title:
ELC (CAYMAN) LTD. CDO SERIES 1999-1
By
------------------------------------------
Title:
ELC (CAYMAN) LTD. 2000-1
By
------------------------------------------
Title:
KZH WATERSIDE LLC
By
------------------------------------------
Title:
KZH ING-1 LLC
By
------------------------------------------
Title:
KZH ING-2 LLC
By
------------------------------------------
Title:
KZH ING-3 LLC
By
------------------------------------------
Title:
ARCHIMEDES FUNDING IV (CAYMAN), LTD
By: ING Capital Advisors LLC, as Collateral Manager
By
------------------------------------------
Title:
NEMEAN CLO, LTD
By: ING Capital Advisors LLC, as Investment Manager
By
------------------------------------------
Title:
THE ING CAPITAL SENIOR SECURED
HIGH INCOME HOLDINGS FUND, LTD.
By: ING Capital Advisors LLC, as Investment Manager
By
------------------------------------------
Title:
SWISS LIFE US RAINBOW LIMITED
By: ING Capital Advisors LLC, as Investment Manager
By
------------------------------------------
Title:
MAPLEWOOD (CAYMAN) LIMITED MASSMUTUAL INVESTMENT ADVISOR
By
------------------------------------------
Title:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By
------------------------------------------
Title:
MASSMUTUAL HIGH YIELD PARTNERS II, LLC
By
------------------------------------------
Title:
KZH PONDVIEW LLC
By
------------------------------------------
Title:
SIMSBURY CLO, LIMITED
By
------------------------------------------
Title:
SUFFIELD CLO, LIMITED
By
------------------------------------------
Title:
WILBRAHAM CBO, LIMITED
By
------------------------------------------
Title:
XXXXX, XXX & FARNHAM, as agent for
KEYPORT LIFE INSURANCE COMPANY
By
------------------------------------------
Title:
LIBERTY-XXXXX XXX ADVISOR FLOATING RATE ADVANTAGE FUND
By: Xxxxx Xxx & Farnham Incorporated, as Advisor
By
------------------------------------------
Title:
SRF 2000 LLC
By
------------------------------------------
Title:
SRF TRADING, INC.
By
------------------------------------------
Title:
XXXXX XXX FLOATING RATE LIMITED LIABILITY COMPANY
By
------------------------------------------
Title:
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By
------------------------------------------
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By
------------------------------------------
Title:
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx Management, Inc., as Collateral Manager
By
------------------------------------------
Title:
XXX XXXXXX CLO II, LIMITED
By: Xxx Xxxxxx Management, Inc., as Collateral Manager
By
------------------------------------------
Title:
MONY LIFE INSURANCE COMPANY
By
------------------------------------------
Title:
MONY LIFE INSURANCE COMPANY OF AMERICA
By
------------------------------------------
Title:
AIMCO CDO SERIES 2000-A
By
------------------------------------------
Title:
ALLSTATE LIFE INSURANCE COMPANY
By
------------------------------------------
Title:
ARES III CLO LTD.
By: ARES CLO Management LLC
By
------------------------------------------
Title:
XXXXX CLO LTD. 2000-1
By
------------------------------------------
Title:
XXXXXX XXXXXXX PRIME INCOME TRUST
By
------------------------------------------
Title:
CAPTIVA III FINANCE LTD.
as advised by Pacific Investment Management Company LLC
By
------------------------------------------
Title:
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC, as its Investment Manager
By
------------------------------------------
Title:
XXXXXXXXX/RMF TRANSATLANTIC CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC, as its Collateral Manager
By
------------------------------------------
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as Investment Advisor
By
------------------------------------------
Title:
XXXXX XXXXX CDO III, LTD.
By: Xxxxx Xxxxx Management as Investment Advisor
By
------------------------------------------
Title:
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: Xxxxx Xxxxx Management, as Investment Advisor
By
------------------------------------------
Title:
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management, as Investment Advisor
By
------------------------------------------
Title:
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management, as Investment Advisor
By
------------------------------------------
Title:
FIRST DOMINION FUNDING II
By
------------------------------------------
Title:
FIRST DOMINION FUNDING III
By
------------------------------------------
Title:
SANKATY HIGH YIELD PARTNERS II, L.P.
By
------------------------------------------
Title:
XXXXX POINT II CBO 2000-1-LTD.
By
------------------------------------------
Title:
GREAT POINT CLO 1999-1 LTD.
By
------------------------------------------
Title:
FLEET NATIONAL BANK AS TRUST ADMINISTRATOR
FOR LONG LANE MASTER TRUST IV
By
------------------------------------------
Title:
CENTURION CDO II, LTD.
By American Express Asset Management
Group Inc., as Collateral Manager
By
------------------------------------------
Title:
ELF FUNDING TRUST I
By Highland Capital Management, L.P.,
as Collateral Manager
By
------------------------------------------
Title:
SAWGRASS TRADING LLC
By
------------------------------------------
Title:
SRV - HIGHLAND, INC.
By
------------------------------------------
Title:
SEABOARD CLO 2000 LTD
By
------------------------------------------
Title:
TEXTRON FINANCIAL CORPORATION
By
------------------------------------------
Title:
XXXXXXX & CO
By: Boston Management and Research, as Investment Advisor
By
------------------------------------------
Title:
CAPTIVA FINANCE LTD.
By
------------------------------------------
Title:
BLUE SQUARE FUNDING LIMITED SERIES 3
By
------------------------------------------
Title:
CARAVELLE INVESTMENT FUND II, L.L.C.
By: Trimaran Advisors, L.L.C.
By
------------------------------------------
Title:
EMERALD ORCHARD LIMITED
By
------------------------------------------
Title:
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By
------------------------------------------
Title:
CSAM FUNDING I
By
------------------------------------------
Title:
SCHEDULE I
Schedule V to the
Credit Agreement
SECURITIZATION RECEIVABLES
SEE ATTACHED
