Exhibit 4(s)
AMENDMENT No. 8 entered into as of November 21, 2000 (this
"AMENDMENT"), to the Credit Agreement dated as of February
12, 1998 (as amended, supplemented or otherwise modified
from time to time, the "CREDIT AGREEMENT"), among Magellan
Health Services, Inc., a Delaware corporation (the "PARENT
BORROWER"); Charter Behavioral Health System of New Mexico,
Inc., a New Mexico corporation; Merit Behavioral Care
Corporation, a Delaware corporation; each other wholly owned
domestic subsidiary of the Parent Borrower that becomes a
"Subsidiary Borrower" pursuant to Section 2.23 of the Credit
Agreement (each, a "SUBSIDIARY BORROWER" and, collectively,
the "SUBSIDIARY BORROWERS" (such term is used herein as
modified in Article I of the Credit Agreement); the Parent
Borrower and the Subsidiary Borrowers are collectively
referred to herein as the "BORROWERS"); the Lenders (as
defined in Article I of the Credit Agreement); The Chase
Manhattan Bank, a New York banking corporation, as
administrative agent (in such capacity, the "ADMINISTRATIVE
AGENT") for the Lenders, as collateral agent (in such
capacity, the "COLLATERAL AGENT") for the Lenders and as an
issuing bank (in such capacity, an "ISSUING BANK"); First
Union National Bank, a national banking corporation, as
syndication agent (in such capacity, the "SYNDICATION
AGENT") for the Lenders and as an issuing bank (in such
capacity, an "ISSUING BANK"); and Credit Lyonnais New York
Branch, a licensed branch of a bank organized and existing
under the laws of the Republic of France, as documentation
agent (in such capacity, the "DOCUMENTATION AGENT") for the
Lenders and as an issuing bank (in such capacity, an
"ISSUING BANK" and, together with The Chase Manhattan Bank
and First Union National Bank, each in its capacity as an
issuing bank, the "ISSUING BANKS").
A. The Lenders and the Issuing Banks have extended credit to
the Borrowers, and have agreed to extend credit to the Borrowers, in each case
pursuant to the terms and subject to the conditions set forth in the Credit
Agreement.
B. The Parent Borrower has requested that the Required Lenders
amend certain provisions of the Credit Agreement as set forth herein, and the
Required Lenders are willing so to amend such provisions of the Credit
Agreement, on the terms and subject to the conditions set forth in this
Amendment.
C. Capitalized terms used but not defined herein have the
meanings assigned to them in the Credit Agreement (as amended hereby).
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENT TO SECTION 6.05. Section 6.05 of the
Credit Agreement is hereby amended by (a) deleting the word "and" immediately
after the semicolon in paragraph (k) of such Section, (b) deleting the "." at
the end of paragraph (l)
of such Section and substituting in lieu thereof the text"; and" and (c) adding
a new paragraph (m) to such Section, to read in its entirety as follows:
(m) the Parent Borrower and its Subsidiaries may
conduct an Asset Sale in respect of Green Spring Health Services of
Canada Co. (whether conducted as a sale of assets or a sale of capital
stock, or as a sale of equity interests of any Person(s) whose only
material asset is the capital stock of Green Spring Health Services of
Canada Co., in any case for an amount equal to the fair market value
thereof (as determined in good faith by a Financial Officer of the
Parent Borrower)), PROVIDED that no Default or Event of Default has
occurred and is continuing at the time of sale and the Net Cash
Proceeds from such sale shall be applied as required by Section
2.13(a)(2).
SECTION 2. REPRESENTATIONS AND WARRANTIES. Each Borrower
represents and warrants to the Administrative Agent and to each of the Lenders
that:
(a) This Amendment has been duly authorized, executed and
delivered by it and constitutes a legal, valid and binding obligation of each
Loan Party party hereto, enforceable against such Loan Party in accordance with
its terms.
(b) Before and after giving effect to this Amendment, the
representations and warranties set forth in Article III of the Credit Agreement
are true and correct in all material respects on and as of the date hereof with
the same effect as if made on and as of the date hereof, except to the extent
such representations and warranties expressly relate to an earlier date.
(c) Before and after giving effect to this Amendment, no Event
of Default or Default has occurred and is continuing.
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall
become effective as of November 21, 2000, when (a) the Administrative Agent
shall have received counterparts of this Amendment that, when taken together,
bear the signatures of the Borrowers and the Required Lenders and (b) the
representations and warranties set forth in Section 2 hereof are true and
correct.
SECTION 4. CREDIT AGREEMENT. Except as specifically amended
hereby, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof as in existence on the date hereof. After
the date hereof, any reference to the Credit Agreement shall mean the Credit
Agreement as amended hereby. This Amendment shall be a Loan Document for all
purposes.
SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. COUNTERPARTS. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement. Delivery of an
executed signature page to this Amendment by facsimile transmission shall be
effective as delivery of a manually signed counterpart of this Amendment.
2
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first written above.
MAGELLAN HEALTH SERVICES, INC.,
By /s/ JAMES R. BEDENBAUGH
--------------------------------------
Name: James R. Bedenbaugh
Title: Senior Vice President & Treasurer
CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO,
INC.,
By /s/ CHARLOTTE A. SANFORD
--------------------------------------
Name: Charlotte A. Sanford
Title: Treasurer
MERIT BEHAVIORAL CARE CORPORATION,
By /s/ CHARLOTTE A. SANFORD
--------------------------------------
Name: Charlotte A. Sanford
Title: Treasurer
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
Collateral Agent and an Issuing Bank,
By /s/ DAWN LEE LUM
--------------------------------------
Name: Dawn Lee Lum
Title: Vice President
FIRST UNION NATIONAL BANK,
individually and as Syndication Agent and
an Issuing Bank,
By /s/ JOYCE L. BARRY
--------------------------------------
Name: Joyce L. Barry
Title: Senior Vice President
3
SIGNATURE PAGE TO AMENDMENT NO. 8 DATED AS OF
NOVEMBER 21, 2000, TO THE CREDIT AGREEMENT DATED
AS OF FEBRUARY 12, 1998 (AS PREVIOUSLY AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME), AMONG MAGELLAN HEALTH SERVICES, INC.,
CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO,
INC., MERIT BEHAVIORAL CARE CORPORATION, THE
SUBSIDIARY BORROWERS, THE LENDERS, THE CHASE
MANHATTAN BANK, AS ADMINISTRATIVE AGENT, AS
COLLATERAL AGENT AND AS AN ISSUING BANK, FIRST
UNION NATIONAL BANK, AS SYNDICATION AGENT AND AS
AN ISSUING BANK, AND CREDIT LYONNAIS NEW YORK
BRANCH, AS DOCUMENTATION AGENT.
NAME OF INSTITUTION: ARCHIMEDES FUNDING II, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
By /s/ HELEN Y. RHEE
--------------------------------------
Name: Helen Y. Rhee
Title: Vice President & Portfolio Manager
NAME OF INSTITUTION: BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
By /s/ SPENCER HUGHES
--------------------------------------
Name: Spencer Hughes
Title: Vice President
NAME OF INSTITUTION: BLACK DIAMOND CLO 98-1 LTD.,
By /s/ JOHN H. CULLINANE
--------------------------------------
Name: John H. Cullinane
Title: Director
4
SIGNATURE PAGE TO AMENDMENT NO. 8 DATED AS OF
NOVEMBER 21, 2000, TO THE CREDIT AGREEMENT DATED
AS OF FEBRUARY 12, 1998 (AS PREVIOUSLY AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME), AMONG MAGELLAN HEALTH SERVICES, INC.,
CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO,
INC., MERIT BEHAVIORAL CARE CORPORATION, THE
SUBSIDIARY BORROWERS, THE LENDERS, THE CHASE
MANHATTAN BANK, AS ADMINISTRATIVE AGENT, AS
COLLATERAL AGENT AND AS AN ISSUING BANK, FIRST
UNION NATIONAL BANK, AS SYNDICATION AGENT AND AS
AN ISSUING BANK, AND CREDIT LYONNAIS NEW YORK
BRANCH, AS DOCUMENTATION AGENT.
NAME OF INSTITUTION: BLACK DIAMOND INTERNATIONAL FUNDING, LTD.,
By /s/ DAVID DYER
--------------------------------------
Name: David Dyer
Title: Director
NAME OF INSTITUTION: CREDIT LYONNAIS NEW YORK BRANCH,
By /s/ CHARLES H. HEIDSIECH
--------------------------------------
Name: Charles H. Heidsiech
Title: Senior Vice President
NAME OF INSTITUTION: DELANO COMPANY
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By /s/ RAYMOND G. KENNEDY
--------------------------------------
Name: Raymond G. Kennedy
Title: Executive Vice President
5
SIGNATURE PAGE TO AMENDMENT NO. 8 DATED AS OF
NOVEMBER 21, 2000, TO THE CREDIT AGREEMENT DATED
AS OF FEBRUARY 12, 1998 (AS PREVIOUSLY AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME), AMONG MAGELLAN HEALTH SERVICES, INC.,
CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO,
INC., MERIT BEHAVIORAL CARE CORPORATION, THE
SUBSIDIARY BORROWERS, THE LENDERS, THE CHASE
MANHATTAN BANK, AS ADMINISTRATIVE AGENT, AS
COLLATERAL AGENT AND AS AN ISSUING BANK, FIRST
UNION NATIONAL BANK, AS SYNDICATION AGENT AND AS
AN ISSUING BANK, AND CREDIT LYONNAIS NEW YORK
BRANCH, AS DOCUMENTATION AGENT.
NAME OF INSTITUTION: CAPTIVA III FINANCE LTD.,
as advised by Pacific Investment Management
Company LLC
By /s/ DAVID DYER
--------------------------------------
Name: David Dyer
Title: Director
NAME OF INSTITUTION: GENERAL ELECTRIC CAPITAL CORPORATION,
By /s/ WILLIAM E. MAGEE
--------------------------------------
Name: William E. Magee
Title: Duly Authorized Signatory
NAME OF INSTITUTION: HIGHLAND CAPITAL MANAGEMENT L.P.,
By /s/ MARK K. OKADA CFA
--------------------------------------
Name: Mark K. Okada CFA
Title: Executive Vice President
Highland Capital Management L.P.
6
SIGNATURE PAGE TO AMENDMENT NO. 8 DATED AS OF
NOVEMBER 21, 2000, TO THE CREDIT AGREEMENT DATED
AS OF FEBRUARY 12, 1998 (AS PREVIOUSLY AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME), AMONG MAGELLAN HEALTH SERVICES, INC.,
CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO,
INC., MERIT BEHAVIORAL CARE CORPORATION, THE
SUBSIDIARY BORROWERS, THE LENDERS, THE CHASE
MANHATTAN BANK, AS ADMINISTRATIVE AGENT, AS
COLLATERAL AGENT AND AS AN ISSUING BANK, FIRST
UNION NATIONAL BANK, AS SYNDICATION AGENT AND AS
AN ISSUING BANK, AND CREDIT LYONNAIS NEW YORK
BRANCH, AS DOCUMENTATION AGENT.
NAME OF INSTITUTION: INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By /s/ MELISSA MARANO
--------------------------------------
Name: Melissa Marano
Title: Vice President
NAME OF INSTITUTION: INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as Portfolio Advisor
By /s/ MELISSA MARANO
--------------------------------------
Name: Melissa Marano
Title: Vice President
NAME OF INSTITUTION: KZH CRESCENT-2 LLC,
By /s/ SUSAN LEE
--------------------------------------
Name: Susan Lee
Title: Authorized Agent
NAME OF INSTITUTION: KZH ING-2 LLC,
By /s/ SUSAN LEE
--------------------------------------
Name: Susan Lee
Title: Authorized Agent
7
SIGNATURE PAGE TO AMENDMENT NO. 8 DATED AS OF
NOVEMBER 21, 2000, TO THE CREDIT AGREEMENT DATED
AS OF FEBRUARY 12, 1998 (AS PREVIOUSLY AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME), AMONG MAGELLAN HEALTH SERVICES, INC.,
CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO,
INC., MERIT BEHAVIORAL CARE CORPORATION, THE
SUBSIDIARY BORROWERS, THE LENDERS, THE CHASE
MANHATTAN BANK, AS ADMINISTRATIVE AGENT, AS
COLLATERAL AGENT AND AS AN ISSUING BANK, FIRST
UNION NATIONAL BANK, AS SYNDICATION AGENT AND AS
AN ISSUING BANK, AND CREDIT LYONNAIS NEW YORK
BRANCH, AS DOCUMENTATION AGENT.
NAME OF INSTITUTION: KZH ING-3 LLC,
By /s/ SUSAN LEE
--------------------------------------
Name: Susan Lee
Title: Authorized Agent
NAME OF INSTITUTION: KZH HIGHLAND-2 LLC,
By /s/ SUSAN LEE
--------------------------------------
Name: Susan Lee
Title: Authorized Agent
NAME OF INSTITUTION: KZH PAMCO LLC,
By /s/ SUSAN LEE
--------------------------------------
Name: Susan Lee
Title: Authorized Agent
NAME OF INSTITUTION: KZH PONDVIEW LLC,
By /s/ SUSAN LEE
--------------------------------------
Name: Susan Lee
Title: Authorized Agent
8
SIGNATURE PAGE TO AMENDMENT NO. 8 DATED AS OF
NOVEMBER 21, 2000, TO THE CREDIT AGREEMENT DATED
AS OF FEBRUARY 12, 1998 (AS PREVIOUSLY AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME), AMONG MAGELLAN HEALTH SERVICES, INC.,
CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO,
INC., MERIT BEHAVIORAL CARE CORPORATION, THE
SUBSIDIARY BORROWERS, THE LENDERS, THE CHASE
MANHATTAN BANK, AS ADMINISTRATIVE AGENT, AS
COLLATERAL AGENT AND AS AN ISSUING BANK, FIRST
UNION NATIONAL BANK, AS SYNDICATION AGENT AND AS
AN ISSUING BANK, AND CREDIT LYONNAIS NEW YORK
BRANCH, AS DOCUMENTATION AGENT.
NAME OF INSTITUTION: KZH SHOSHONE LLC,
By /s/ SUSAN LEE
--------------------------------------
Name: Susan Lee
Title: Authorized Agent
NAME OF INSTITUTION: KZH SOLEIL LLC,
By /s/ SUSAN LEE
--------------------------------------
Name: Susan Lee
Title: Authorized Agent
NAME OF INSTITUTION: MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST,
By /s/ SHEILA FINNERTY
--------------------------------------
Name: Sheila Finnerty
Title: Senior Vice President
9
SIGNATURE PAGE TO AMENDMENT NO. 8 DATED AS OF
NOVEMBER 21, 2000, TO THE CREDIT AGREEMENT DATED
AS OF FEBRUARY 12, 1998 (AS PREVIOUSLY AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME), AMONG MAGELLAN HEALTH SERVICES, INC.,
CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO,
INC., MERIT BEHAVIORAL CARE CORPORATION, THE
SUBSIDIARY BORROWERS, THE LENDERS, THE CHASE
MANHATTAN BANK, AS ADMINISTRATIVE AGENT, AS
COLLATERAL AGENT AND AS AN ISSUING BANK, FIRST
UNION NATIONAL BANK, AS SYNDICATION AGENT AND AS
AN ISSUING BANK, AND CREDIT LYONNAIS NEW YORK
BRANCH, AS DOCUMENTATION AGENT.
NAME OF INSTITUTION: PACIFICA PARTNERS I, L.P.,
BY: IMPERIAL CREDIT ASSET
MANAGEMENT, INC.
AS ITS INVESTMENT MANAGER
By /s/ DEAN K. KAWAI
--------------------------------------
Name: Dean K. Kawai
Title: Vice President
NAME OF INSTITUTION: PARIBAS CAPITAL FUNDING LLC,
By /s/ M. STEVEN ALEXANDER
--------------------------------------
Name: M. Steven Alexander
Title: Director
NAME OF INSTITUTION: PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: Pilgrim Investments Inc.
As its investment manager
By /s/ MICHEL PRINCE, CFA
--------------------------------------
Name: Susan Lee
Title: Authorized Agent
10
SIGNATURE PAGE TO AMENDMENT NO. 8 DATED AS OF
NOVEMBER 21, 2000, TO THE CREDIT AGREEMENT DATED
AS OF FEBRUARY 12, 1998 (AS PREVIOUSLY AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME), AMONG MAGELLAN HEALTH SERVICES, INC.,
CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO,
INC., MERIT BEHAVIORAL CARE CORPORATION, THE
SUBSIDIARY BORROWERS, THE LENDERS, THE CHASE
MANHATTAN BANK, AS ADMINISTRATIVE AGENT, AS
COLLATERAL AGENT AND AS AN ISSUING BANK, FIRST
UNION NATIONAL BANK, AS SYNDICATION AGENT AND AS
AN ISSUING BANK, AND CREDIT LYONNAIS NEW YORK
BRANCH, AS DOCUMENTATION AGENT.
ME OF INSTITUTION: ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim Investments Inc.
As its Investment manager
By /s/ MICHEL PRINCE, CFA
--------------------------------------
Name: Michel Prince, CFA
Title: Vice President
NAME OF INSTITUTION: PILGRIM PRIME RATE TRUST
By: Pilgrim Investments Inc,
As its investment manager
By /s/ MICHEL PRINCE, CFA
--------------------------------------
Name: Michel Prince, CFA
Title: Vice President
NAME OF INSTITUTION: SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By /s/ PAYSON F. SWAFFIELD
--------------------------------------
Name: Payson F. Swaffield
Title: Vice President
11
SIGNATURE PAGE TO AMENDMENT NO. 8 DATED AS OF
NOVEMBER 21, 2000, TO THE CREDIT AGREEMENT DATED
AS OF FEBRUARY 12, 1998 (AS PREVIOUSLY AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME), AMONG MAGELLAN HEALTH SERVICES, INC.,
CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO,
INC., MERIT BEHAVIORAL CARE CORPORATION, THE
SUBSIDIARY BORROWERS, THE LENDERS, THE CHASE
MANHATTAN BANK, AS ADMINISTRATIVE AGENT, AS
COLLATERAL AGENT AND AS AN ISSUING BANK, FIRST
UNION NATIONAL BANK, AS SYNDICATION AGENT AND AS
AN ISSUING BANK, AND CREDIT LYONNAIS NEW YORK
BRANCH, AS DOCUMENTATION AGENT.
NAME OF INSTITUTION: EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/ PAYSON SWAFFIELD
--------------------------------------
Name: Payson Swaffield
Title: Vice President
NAME OF INSTITUTION: SUMMIT BANK,
By /s/ WILLIAM DINICOLA
--------------------------------------
Name: William DiNicola
Title: Vice President
NAME OF INSTITUTION: THE BANK OF NOVA SCOTIA,
By /s/ W.J. BROWN
--------------------------------------
Name: W.J. Brown
Title: Vice President
12
SIGNATURE PAGE TO AMENDMENT NO. 8 DATED AS OF
NOVEMBER 21, 2000, TO THE CREDIT AGREEMENT DATED
AS OF FEBRUARY 12, 1998 (AS PREVIOUSLY AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME), AMONG MAGELLAN HEALTH SERVICES, INC.,
CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO,
INC., MERIT BEHAVIORAL CARE CORPORATION, THE
SUBSIDIARY BORROWERS, THE LENDERS, THE CHASE
MANHATTAN BANK, AS ADMINISTRATIVE AGENT, AS
COLLATERAL AGENT AND AS AN ISSUING BANK, FIRST
UNION NATIONAL BANK, AS SYNDICATION AGENT AND AS
AN ISSUING BANK, AND CREDIT LYONNAIS NEW YORK
BRANCH, AS DOCUMENTATION AGENT.
ME OF INSTITUTION: VAN KAMPEN PRIME RATE INCOME TRUST,
By: Van Kampen Investment Advisory Corp.
By /s/ DARVIN D. PIERCE
--------------------------------------
Name: Darvin D. Pierce
Title: Vice President
NAME OF INSTITUTION: AMSOUTH BANK,
By /s/ WILLIAM H. BERRELL
--------------------------------------
Name: William H. Berrell
Title: Vice President
NAME OF INSTITUTION: BANK POLSKA KASA OPIEKI, S.A.,
By /s/ BARRY W. HENRY
--------------------------------------
Name: Barry W. Henry
Title: Vice President
NAME OF INSTITUTION: BATTERSON PARK CBO I
By: General Re-New England Asset Management,
Inc., as Collateral Manager
By /s/ SUSAN BOSWORTH
--------------------------------------
Name: Susan Bosworth
Title: Vice President
13
SIGNATURE PAGE TO AMENDMENT NO. 8 DATED AS OF
NOVEMBER 21, 2000, TO THE CREDIT AGREEMENT DATED
AS OF FEBRUARY 12, 1998 (AS PREVIOUSLY AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME), AMONG MAGELLAN HEALTH SERVICES, INC.,
CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO,
INC., MERIT BEHAVIORAL CARE CORPORATION, THE
SUBSIDIARY BORROWERS, THE LENDERS, THE CHASE
MANHATTAN BANK, AS ADMINISTRATIVE AGENT, AS
COLLATERAL AGENT AND AS AN ISSUING BANK, FIRST
UNION NATIONAL BANK, AS SYNDICATION AGENT AND AS
AN ISSUING BANK, AND CREDIT LYONNAIS NEW YORK
BRANCH, AS DOCUMENTATION AGENT.
NAME OF INSTITUTION: MERRILL LYNCH GLOBAL INVESTMENT SERIES INCOME
STRATEGIES PORTFOLIO
By: Merrill Lynch Investment Managers, L.P.
as its Investment Advisor
By /s/ COLLEEN M. CUNNIFFE
--------------------------------------
Name: Colleen M. Cunniffe
Title: Authorized Signatory
NAME OF INSTITUTION: MERRILL LYNCH DEBT STRATEGIES PORTFOLIO
By: Merrill Lynch Investment Managers, L.P.
as its Investment Advisor
By /s/ COLLEEN M. CUNNIFFE
--------------------------------------
Name: Colleen M. Cunniffe
Title: Authorized Signatory
NAME OF INSTITUTION: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By /s/ COLLEEN M. CUNNIFFE
--------------------------------------
Name: Colleen M. Cunniffe
Title: Authorized Signatory
14