Exhibit 99.(b)(2)
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the "Restated Credit
Agreement"), dated as of November 30, 2001, among certain borrowers set forth on
the signature pages hereto (each, a "Borrower"), the various financial
institutions parties thereto (collectively, the "Banks"), The Bank of New York,
as syndication agent, State Street Bank and Trust Company and JPMorgan Chase
Bank, as co-documentation agents and Bank One, NA as administrative agent.
WHEREAS, the Borrowers, the Banks, the Administrative Agent and various
other agents entered into an Amended and Restated Credit Agreement dated as of
December 1, 2000 (the "Credit Agreement"; terms defined in the Credit Agreement
are, unless otherwise defined or the context otherwise requires, used herein as
defined therein); and
WHEREAS, the parties hereto desire to amend and restate the Credit
Agreement in its entirety as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENT. Effective as of the date hereof, the Credit Agreement
shall be amended in accordance with Sections 1.1 through 1.9 below.
1.1 Definition. The definition of "Termination Date" in Section 1.1 of the
Credit Agreement is hereby amended by the deletion of the date "November 30,
2001" and the substitution of the date "November 29, 2002".
1.2 Exiting Banks. The Bank of Nova Scotia and National Australia Bank
Limited (the "Exiting Banks") shall no longer be parties to the Credit Agreement
and shall have no further rights, duties or obligations thereunder. National
Australia Bank Limited shall no longer be co-documentation agent. JPMorgan Chase
Bank shall become co-documentation agent.
1.3 New Bank. PNC Bank, National Association and Danske Bank A/S (the "New
Banks") shall become Banks under the Credit Agreement and hereby assume all
duties and obligations, and shall be entitled to all rights, of a Bank
thereunder.
1.4 New Borrower. Merrill Lynch Variable Series Funds, Inc. - Merrill Lynch
Large Cap Value Focus Fund (the "New Borrower") by its execution of this
Amendment hereby agrees that effective the date hereof, it shall be a Borrower
under the Credit Agreement. The New Borrower agrees to be bound by the terms and
conditions of the Credit Agreement as a Borrower.
The New Borrower hereby represents as to itself that as of the date hereof
and after giving effect hereto: (i) the representations and warranties set forth
in Article IV of the Credit Agreement with respect to such New Borrower are true
and correct; (ii) such New Borrower is in compliance in all material respects
with all of the terms and provisions set forth in the Credit
Agreement on its part to be observed or performed; and (iii) no Default or Event
of Default with respect to such New Borrower has occurred and be continuing.
1.5 Compliance with Prospectus. Section 5.15 of the Credit Agreement is
hereby amended to restate in its entirety as -------------------------- follows:
"5.15 Compliance with Prospectus. Such Borrower will at all times
comply in all material respects with the investment objectives, limitations
and policies set forth (or incorporated by reference) in its Prospectus or
SAI (if applicable). Nothing in this Section 5.15, except as specifically
provided in the next succeeding sentence, shall be deemed to limit the
ability of such Borrower to amend its non-fundamental investment
objectives, policies or restrictions, provided that such Borrower shall
comply with the requirements of Section 5.1(g). Such Borrower will not
permit its fundamental investment objective or any fundamental policy or
restriction or its diversified or non-diversified status to be changed from
those in effect on the date hereof and reflected in its Prospectus or SAI
(if applicable) delivered to the Banks pursuant to the terms hereof or of
the Existing Credit Agreement, if any such change would require the
approval of such Borrower's shareholders (other than a conversion to a
"master/feeder" structure or from a master/feeder structure), without the
prior written consent of the Required Banks. Such Borrower will maintain
its status as an open-end or closed-end management investment company.
Changes in the Borrower's organizational structure to a "master/feeder"
structure or from a "master/feeder structure" shall not be made prior to
such Borrower giving notice of such change to the Banks."
1.6 Acquisitions. Section 5.21 of the Credit Agreement is hereby amended to
state in its entirety as follows: ------------ ------------
"5.21 Acquisitions. Such Borrower will not purchase or otherwise
acquire all or substantially all of the assets of any other Person (other
than another Borrower and, if such other Borrower is a "master trust", the
feeder fund of such master trust)."
1.7 Additional Borrower. Section 8.7 of the Credit Agreement is hereby
amended to state in its entirety as follows:
"8.7 Additional Borrowers. Other investment companies (or series of
investment companies), in addition to those Borrowers which are original
signatories to this Agreement, may, with the written approval of all the
Banks, become parties to this Agreement and be deemed Borrowers for all
purposes of this Agreement by executing an instrument substantially in the
form of Exhibit H hereto (with such changes therein may be approved by the
Banks), which instrument shall (i) have attached to it a copy of this
Agreement (as the same may have been amended) with a revised Allocation
Notice reflecting the participation of such additional investment company
and (ii) be accompanied by the documents and instruments required to be
delivered by the Borrowers pursuant to Section 3.1 hereof, including,
without limitation, an opinion of counsel for such Borrower, in a form
reasonably satisfactory to the Administrative Agent and its counsel;
provided, however, that no such additional Borrower shall be added unless
the Banks consent, except that (A) to the extent an existing Borrower
converts to a
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"master/feeder" structure, no consent shall be required for the master
trust in such structure to become a Borrower hereunder after such
conversion, provided the converting Borrower ceases to be a Borrower
hereunder on or prior to such conversion and (B) to the extent that an
existing Borrower which is a "master trust" is merged into (or transfers
all or substantially all of its assets and liabilities to) its feeder fund
(the "Former Feeder Fund") no consent shall be required for such Former
Feeder Fund to become a Borrower if in connection with such merger or
transfer such Former Feeder Fund shall hold all or substantially all the
assets and liabilities of the prior master trust, and prior to such merger
or transfer, such Former Feeder Fund shall have no Debt. Additional
Borrowers may be added to this Agreement only once per each calendar
quarter.
No investment company (or series of an investment company) shall be
admitted as a party to this Agreement as a Borrower unless at the time of
such admission and after giving effect thereto: (i) the representations and
warranties set forth in Article IV hereof shall be true and correct with
respect to such Borrower; (ii) such Borrower shall be in compliance in all
material respects with all of the terms and provisions set forth herein on
its part to be observed or performed at the time of the admission and after
giving effect thereto; and (iii) no Default or Event of Default with
respect to such Borrower shall have occurred and be continuing."
1.8 Schedule 1. Schedule 1 to the Credit Agreement is hereby amended to
state as set forth as Schedule 1 to this Restated Credit Agreement.
1.9 Schedule 5.20. Schedule 5.20 to the Credit Agreement is hereby amended
to state as set forth as Schedule 5.20 to this Restated Credit Agreement.
SECTION 2 CONDITIONS PRECEDENT. This Restated Credit Agreement shall become
effective when each of the conditions precedent set forth in this Section 2
shall have been satisfied.
2.1 Receipt of Amendment. This Restated Credit Agreement shall have been
duly executed by the Borrowers, the Administrative Agent and the Banks.
2.2 Receipt of Other Documents. The Administrative Agent shall have
received from the New Borrower:
(a) a manually signed certificate from the Secretary of the New
Borrower, in form and substance satisfactory to the Administrative Agent
and dated the date of this Amendment, as to (i) the incumbency of, and
bearing manual specimen signatures of, the Authorized Signatories of such
New Borrower, (ii) certifying and attaching copies of (A) such New
Borrower's Organization Documents as then in effect, (B) duly authorized
resolutions of such New Borrower's board of directors or trustees
authorizing the transactions contemplated hereby, (C) the Prospectus of
such New Borrower and (D) all amendments to such New Borrower's investment
objectives, policies and restrictions since the date of such Prospectus;
(b) an opinion of counsel to such New Borrower in form satisfactory to
the Administrative Agent.
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2.3 Compliance with Warranties, No Default, etc. Both before and after
giving effect to the effectiveness of this Restated Credit Agreement, the
following statements by each Borrower shall be true and correct (and each
Borrower, by its execution of this Restated Credit Agreement, hereby severally
represents and warrants to the Banks with respect to itself that such statements
are true and correct as at such times):
(a) the representations and warranties with respect to such Borrower
set forth in Article IV of the Credit Agreement, as amended and restated
hereby, shall be true and correct with the same effect as if then made
(unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier
date); and
(b) no Event of Default shall have then occurred and be continuing
with respect to such Borrower.
SECTION 3 REPRESENTATIONS AND WARRANTIES. To induce the Banks to enter into
this Restated Credit Agreement, each Borrower severally represents and warrants
with respect to itself to each Bank as follows:
3.1 Due Authorization, Non-Contravention, etc. The execution, delivery and
performance by such Borrower of this Restated Credit Agreement is within such
Borrower's powers, have been duly authorized by all necessary action, and do not
(a) contravene such Borrower's Organization Documents;
(b) contravene any contractual restriction, law or governmental
regulation or court decree or order binding on or affecting such Borrower;
or
(c) result in, or require the creation or imposition of, any Lien on
any of such Borrower's properties.
3.2 Government Approval, Regulation, etc. No authorization or approval or
other action by, and no notice to or filing with, any governmental authority or
regulatory body or other Person is required for the due execution, delivery or
performance of this Restated Credit Agreement by such Borrower.
3.3 Validity, etc. This Restated Credit Agreement constitutes the legal,
valid and binding obligation of such Borrower enforceable in accordance with its
terms except as enforceability may be limited by bankruptcy, insolvency,
reorganization, receivership, fraudulent conveyance, fraudulent transfer,
moratorium or other similar laws of general application affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether considered in a proceeding in equity or at law).
SECTION 4 MISCELLANEOUS.
4.1 Amendment and Restatement. Upon the effectiveness hereof, the Credit
Agreement shall be restated in its entirety to read as set forth in the Credit
Agreement, as amended hereby, and all rights and obligations of the parties
shall be as set forth in the Restated
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Credit Agreement (except that any provision of the Credit Agreement which by its
terms survives termination thereof shall remain in full force and effect).
4.2 Payment of Costs and Expenses. Each Borrower severally agrees to pay on
demand its pro rata share of all expenses of the Administrative Agent (including
the fees and out-of-pocket expenses of counsel to the Administrative Agent) in
connection with the negotiation, preparation, execution and delivery of this
Restated Credit Agreement.
4.3 Severability. Any provision of this Restated Credit Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Restated
Credit Agreement or affecting the validity or enforceability of such provision
in any other jurisdiction.
4.4 Headings. The various headings of this Restated Credit Agreement are
inserted for convenience only and shall not affect the meaning or interpretation
of this Restated Credit Agreement or any provisions hereof.
4.5 Execution in Counterparts. This Restated Credit Agreement may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.
4.6 Governing Law. THIS RESTATED CREDIT AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
4.7 Successors and Assigns. This Restated Credit Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Restated Credit
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
Mercury HW Funds, on behalf of each of the following
series:
*Mercury HW International Value Fund
Mercury HW Variable Trust, on behalf of each of the
following series:
*Mercury HW International Value VIP Portfolio
Mercury QA Equity Series, Inc., on behalf of each of
the following series:
*Mercury QA Large Cap Core Fund
*Mercury QA Large Cap Value Fund
*Mercury QA Large Cap Growth Fund
*Mercury QA Mid Cap Fund
*Mercury QA Small Cap Fund
*Mercury QA International Fund
Mercury Master Trust, on behalf of:
*Mercury Master Select Growth Portfolio
Master Large Cap Series Trust, on behalf of each of
the following series:
*Master Large Cap Growth Portfolio
*Master Large Cap Value Portfolio
*Master Large Cap Core Portfolio
Quantitative Master Series Trust, on behalf of each
of the following series:
*Master Enhanced International Series
*Master International (Cap Weighted) Series
*Master Enhanced S&P 500 Series
*Master Extended Market Index Series
*Master MidCap Series
Fund Asset Management Master Trust, on behalf of
each of the following series:
*Total Return Bond Master Portfolio
*Low Duration Master Portfolio
S-1
The Corporate Fund Accumulation Program, Inc.
Mercury V.I., Funds, Inc., on behalf of the
following series:
*Merrill Lynch Large Cap Growth Focus Fund
Merrill Lynch Short Term U.S. Government Fund, Inc.
Merrill Lynch Emerging Markets Debt Fund, Inc.
The Asset Program, Inc., on behalf of each of the
following series:
*Merrill Lynch Mid Cap Value Fund
*Mercury Growth Opportunity Fund
*Mercury U.S. Government Securities Fund
Merrill Lynch Balanced Capital Fund, Inc.
Merrill Lynch Bond Fund, Inc., on behalf of each of
the following series:
*High Income Portfolio
*Intermediate Term Portfolio
*Core Bond Portfolio
Merrill Lynch Developing Capital Markets Fund, Inc.
Merrill Lynch Disciplined Equity Fund, Inc.
Merrill Lynch Dragon Fund, Inc.
Merrill Lynch Fundamental Growth Fund, Inc.
Merrill Lynch Global Allocation Fund, Inc.
Merrill Lynch Global Growth Fund, Inc.
Mercury Global Holdings, Inc.
Merrill Lynch Global Small Cap Fund, Inc.
Merrill Lynch Global Technology Fund, Inc.
Merrill Lynch Utilities and Telecommunications
Fund, Inc.
Merrill Lynch Global Value Fund, Inc.
Merrill Lynch Healthcare Fund, Inc.
Merrill Lynch Latin America Fund, Inc.
Merrill Lynch Municipal Bond Fund, Inc., on behalf
of each of the following series:
*The Insured Portfolio
*The National Portfolio
Merrill Lynch Pacific Fund, Inc.
Merrill Lynch Focus Value Fund, Inc.
Merrill Lynch Senior Floating Rate Fund, Inc.
Merrill Lynch Series Fund, Inc., on behalf of each
of the following series:
*Capital Stock Portfolio
*Global Allocation Strategy Portfolio
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*Fundamental Growth Strategy Portfolio
*High Yield Portfolio
*Intermediate Government Bond Portfolio
*Core Bond Strategy Portfolio
*Balanced Capital Strategy Portfolio
*Natural Resources Portfolio
Merrill Lynch Short-Term Global Income Fund, Inc.
Merrill Lynch Variable Series Funds, Inc., on
behalf of each of the following series:
*Merrill Lynch American Balanced Fund
*Merrill Lynch Basic Value Focus Fund
*Merrill Lynch Developing Capital Markets Focus Fund
*Merrill Lynch Global Growth Focus Fund
*Merrill Lynch Global Allocation Focus Fund
*Merrill Lynch Utilities and Telecommunications
Focus Fund
*Merrill Lynch Government Bond Fund
*Merrill Lynch Index 500 Fund
*Merrill Lynch National Resources Focus Fund
*Merrill Lynch Large Cap Core Focus Fund
*Merrill Lynch Large Cap Value Focus Fund
*Merrill Lynch Small Cap Value Focus Fund
*Merrill Lynch Global Bond Focus Fund
*Merrill Lynch High Current Income Fund
*Merrill Lynch Core Bond Focus Fund
*Merrill Lynch Fundamental Growth Focus Fund
Merrill Lynch World Income Fund, Inc.
The Municipal Fund Accumulation Program, Inc.
Merrill Lynch California Municipal Series Trust, on
behalf of each of the following series:
*Merrill Lynch California Insured Municipal
Bond Fund
Merrill Lynch EuroFund
Merrill Lynch U.S. Government Mortgage Fund
Merrill Lynch Global Bond Fund for Investment and
Retirement
Merrill Lynch Natural Resources Trust
Merrill Lynch Growth Fund
Merrill Lynch International Equity Fund
Merrill Lynch Multi-State Municipal Series Trust, on
behalf of each of the following series:
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*Merrill Lynch Arizona Municipal Bond Fund
*Merrill Lynch Connecticut Municipal Bond Fund
*Merrill Lynch Florida Municipal Bond Fund
*Merrill Lynch Maryland Municipal Bond Fund
*Merrill Lynch Massachusetts Municipal Bond Fund
*Merrill Lynch Michigan Municipal Bond Fund
*Merrill Lynch Minnesota Municipal Bond Fund
*Merrill Lynch New Jersey Municipal Bond Fund
*Merrill Lynch New York Municipal Bond Fund
*Merrill Lynch North Carolina Municipal Bond Fund
*Merrill Lynch Ohio Municipal Bond Fund
*Merrill Lynch Pennsylvania Municipal Bond Fund
*Merrill Lynch Texas Municipal Bond Fund
Merrill Lynch Municipal Series Trust
a-k-a Merrill Lynch Municipal Intermediate Term Fund
Merrill Lynch Equity Income Fund
Global Financial Services Master Trust, on behalf of
the following series:
*Global Financial Services Portfolio
Quantitative Master Series Trust, on behalf of each
of the following series:
*Master Aggregate Bond Index Series
*Master International (GDP Weighted) Index Series
*Master S&P 500 Index Series
*Master Small Cap Index Series
Master Basic Value Trust
Master Focus Twenty Trust
Master Premier Growth Trust
Master Mid Cap Growth Trust
Master Senior Floating Rate Trust
Master Small Cap Value Trust
Master U.S. High Yield Trust
Mercury Master Trust, on behalf of each of the
following series:
*Mercury Master Global Balanced Portfolio
*Mercury Master International Portfolio
*Mercury Master Pan-European Growth Portfolio
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*Mercury Master U.S. Small Cap Growth Portfolio
*Mercury Master U.S. Large Cap Portfolio
By: ________________________________________________
Title ______________________________________________
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BANK ONE, NA,
Individually and as Administrative Agent
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-6
STATE STREET BANK AND TRUST COMPANY,
Individually and as Co-Documentation Agent
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-7
JPMORGAN CHASE BANK,
Individually and as Co-Documentation Agent
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-8
THE BANK OF NEW YORK
Individually and as Syndication Agent
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-9
CITIBANK, N.A.
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-10
BROWN BROTHERS HARRIMAN & CO.
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-11
BNP PARIBAS
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-12
ABN AMRO BANK N.V.
By: ________________________________________________
Title ______________________________________________
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-13
MELLON BANK, N.A.
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-14
HSBC BANK USA
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-15
BANK OF AMERICA, N.A.
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-16
PNC BANK, NATIONAL ASSOCIATION
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-17
DANSKE BANK A/S
By: ________________________________________________
Title ______________________________________________
Schedule 5.20-18