Exhibit 4(a)
EXECUTION COPY
AMENDMENT No. 6 entered into as of August 10, 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
requisite 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. AMENDMENTS TO SECTION 1.01. (a) The definition of the term
"Applicable Percentage" in Section 1.01 of the Credit Agreement is hereby
amended by:
(i) replacing the text "(i) until the date that is six months following the
Closing Date, (ii)" in the last sentence of such definition with the following
text:
(a) until the delivery (THE "DELIVERY TIME") to the Administrative
Agent, pursuant to Section 5.04(a), of the Parent Borrower's
consolidated financial statements for the Parent Borrower's fiscal year
ending on September 30, 2001, the Applicable Percentage shall be (i)
with respect to any Eurodollar Loan, 3.50%, (ii) with respect to any
ABR Loan, 2.50% and (iii) with respect to the Commitment Fees, 0.5000%
and (b) after the Delivery Time (i)
; (ii) replacing the text "(iii)" in the last sentence of such definition with
the text "(ii)"; and (iii) replacing the table therein with the following table
(with the changes in the Applicable Percentages effected by this Amendment
becoming effective on August 10, 2000):
Eurodollar ABR Fee
Leverage Ratio Spread Spread Percentage
-------------- ------ ------ ----------
CATEGORY 1 3.00% 2.00% 0.500%
Greater than or equal to 4.75 to 1.00
CATEGORY 2 2.75% 1.75% 0.500%
Less than 4.75 to 1.00 but greater
than or equal to 4.00 to 1.00
CATEGORY 3 2.50% 1.50% 0.500%
Less than 4.00 to 1.00 but greater
than or equal to 3.50 to 1.00
CATEGORY 4 2.25% 1.25% 0.500%
Less than 3.50 to 1.00 but greater
than or equal to 3.00 to 1.00
CATEGORY 5 2.00% 1.00% 0.375%
Less than 3.00 to 1.00 but greater
than or equal to 2.50 to 1.00
CATEGORY 6 1.75% 0.75% 0.375%
Less than 2.50 to 1.00
(b) The definition of the term "Asset Sale" in Section 1.01 of the
Credit Agreement is hereby amended by adding the following proviso immediately
after the text "Real Estate for Sale" in clause (c)(i) of such definition:
, PROVIDED that no Default with respect to paragraph (c) of Article VII
or Event of Default has occurred and is continuing at the time of such
sale, transfer or other disposition and each such sale, transfer or
other disposition is for fair market value.
(c) The definition of the term "Change in Control" in Section 1.01 of
the Credit Agreement is hereby amended by (i) adding the text "(i)" immediately
after the text "other than" in clause (a) of such definition, (ii) adding the
text "and (ii) TPG"
immediately after the text "on the Closing Date" at the end of clause (a) of
such definition, (iii) adding the text "or by TPG" immediately after the text
"Parent Borrower" in subclause (i) of clause (b) of such definition, (iv) adding
the text ", unless in any such case described in clause (a) or (b) such persons
were nominated, appointed or elected by, or at the direction of, TPG"
immediately before the period at the end of the last sentence of such definition
and (v) adding the following new sentence at the end of such definition:
For purposes of the foregoing, any shares of capital stock of the
Borrower that are held by any Person shall, to the extent that TPG has
the power to direct the voting of such shares, be deemed to be owned,
beneficially and of record, by TPG.
(d) The definition of the term "Consolidated EBITDA" in Section 1.01 of
the Credit Agreement is hereby amended by adding the following text at the end
of the first sentence of such definition:
MINUS, without duplication, (e) any Sold Entity EBITDA during such
period, calculated on a PRO FORMA basis as of the first day of such
period, and PLUS (f) without duplication of any amounts added to
Consolidated Net Income pursuant to any other clause of this
definition, any charges, writeoffs or losses for such period of the
types described on Schedule 1.01(e) up to the maximum amounts set forth
in such Schedule, to the extent such charges, writeoffs or losses were
deducted in determining Consolidated Net Income for such period
(e) The definition of the term "Consolidated Interest Expense" in
Section 1.01 of the Credit Agreement is hereby amended by adding the following
text at the end of such definition:
, MINUS (without duplication) gross interest expense (including
interest expense attributable to Capital Lease Obligations and Interest
Rate Protection Agreements but excluding any non-cash interest expense,
including amortization of deferred loan costs) relating to Indebtedness
repaid, extinguished or otherwise ceasing to be an obligation of the
Parent Borrower or any of the Subsidiaries after giving effect to the
sale or other disposition of any Sold Entity during such period,
calculated on a PRO FORMA basis as of the first day of such period.
(f) The definition of the term "Consolidated Net Worth" in Section 1.01
of the Credit Agreement is hereby amended by adding the following proviso at the
end of such definition:
;PROVIDED, HOWEVER, that, in determining Consolidated Net Worth as of
the end of any fiscal quarter of the Parent Borrower, the aggregate
amount of any charges, writeoffs and losses for such fiscal quarter (or
any prior fiscal quarter) that at any time were added to Consolidated
Net Income pursuant to clause (f) of the definition of the term
Consolidated EBITDA shall be added to
Consolidated Net Worth to the extent such items otherwise resulted in a
reduction of Consolidated Net Worth.
(g) Section 1.01 of the Credit Agreement is hereby amended by adding
the defined terms "Mentor", "Mentor Sale", "Sold Entity", "Sold Entity EBITDA",
"Specified Assets" and "TPG" in the appropriate alphabetical order, to read in
their entirety as follows:
"MENTOR" shall mean National Mentor, Inc., a Delaware corporation.
"MENTOR SALE" shall mean the sale of all or a substantial portion of
the business of Mentor and its subsidiaries (whether such sale is effected
through a sale of a majority of the common stock of Mentor or all or a
substantial portion of the assets of Mentor and its subsidiaries, or any
combination thereof) for aggregate consideration in the forms and amounts
specified in the Agent's Transmittal Letter (as defined below) and otherwise in
accordance with the terms of a purchase agreement to be entered into in respect
of such sale, PROVIDED that (a) the terms and conditions of such purchase
agreement (as amended, waived or otherwise modified from time to time) shall
not, without the written consent of the Required Lenders, be inconsistent in any
manner materially adverse to the Lenders with the terms of the letter dated July
31, 2000, from the Administrative Agent addressed to the Lenders (the "Agent's
Transmittal Letter") and previously delivered to the Lenders and (b) the assets
of Mentor and its subsidiaries at the time of such sale do not include any
material assets owned by the Parent Borrower or its other Subsidiaries on August
10, 2000.
"SOLD ENTITY" shall mean the assets, in the case of a sale of assets,
or the capital stock or other equity interests (or, if the context requires, the
person that is the issuer of such capital stock or other equity interests), in
the case of a sale of capital stock or other equity interests, of Mentor and its
subsidiaries to the extent such assets and/or capital stock or other equity
interests are sold or otherwise transferred as a part of the Mentor Sale.
"SOLD ENTITY EBITDA" shall mean, with respect to the Sold Entity for
any period, the consolidated net income of such Sold Entity for such period PLUS
to the extent deducted in the determination of such Sold Entity's consolidated
net income, the sum of such Sold Entity's (a) aggregate amount of income tax
expense for such period, (b) aggregate amount of interest expense for such
period and (c) aggregate amount of amortization, depreciation and other non-cash
charges (including employee stock owner-ship plan expense, stock option expense,
and amortization of goodwill, transaction expenses, excess reorganization
expense, covenants not to compete and other intangible assets) for such period,
all as determined on a consolidated basis in accordance with GAAP, PROVIDED that
(i) all extraordinary gains or losses of such Sold Entity and its consolidated
subsidiaries for such period and (ii) the gain (or loss) for such period
attributable to the sale of any assets of such Sold Entity and its consolidated
subsidiaries outside the ordinary course of business shall not be included in
such Sold Entity's consolidated net income.
"SPECIFIED ASSETS" shall mean the assets described on Schedule 1.01(d)
that are denoted in such Schedule as Specified Assets.
"TPG" shall mean TPG Partners II, L.P., TPG Advisors II, Inc., TPG
GenPar II, L.P., and their Affiliates, PROVIDED that no such Affiliate shall be
deemed a member of TPG to the extent it ceases to be Controlled by, or under
common Control with, TPG Partners II, L.P, TPG Advisors II, Inc. and /or TPG
GenPar II, L.P., as the case may be.
(h) Section 1.01 of the Credit Agreement is hereby amended by deleting
the defined term "GPA Sale".
SECTION 2. AMENDMENT TO SECTION 2.06(a). Section 2.06(a) of the Credit
Agreement is hereby amended by: (a) replacing the text "1.50%" in such Section
with the text "2.75%" and (b) replacing the text "1.75%" in such Section with
the text "3.00%".
SECTION 3. AMENDMENT TO SECTION 2.06(b). Section 2.06(b) of the Credit
Agreement is hereby amended by: (a) replacing the text "2.50%" in such Section
with the text "3.75%" and (b) replacing the text "2.75%" in such Section with
the text "4.00%".
SECTION 4. AMENDMENT TO SECTION 2.13(a). Section 2.13(a) of the Credit
Agreement is hereby amended by:
(a) deleting the text preceding the text "PROVIDED, HOWEVER" in its
entirety and substituting in lieu thereof the following text:
Not later than the third Business Day following the completion of any
Asset Sale, any transaction described in Section 6.05(f) or any sale or
other disposition of any Specified Assets, the Borrowers shall apply
(1) if such transaction is the Mentor Sale or a sale or other
disposition of Specified Assets, 50% of the Net Cash Proceeds received
with respect thereto, and (2) if such transaction is neither the Mentor
Sale nor a sale or other disposition of Specified Assets, 100% of the
Net Cash Proceeds received with respect thereto to prepay outstanding
Loans in accordance with Sections 2.13(e) and 2.13(f);
and
(b) replacing the text "$5,000,000" in such Section with the text
"$2,500,000".
SECTION 5. AMENDMENT TO SECTION 2.13(b). Section 2.13(b) of the Credit
Agreement is hereby amended by substituting the date "September 30, 2002" for
the date "September 30, 1999" in clause (i) of such Section.
SECTION 6. AMENDMENT TO SECTION 2.13(e). Section 2.13(e) of the Credit
Agreement is hereby amended by adding the following proviso at the end of such
Section:
; PROVIDED, HOWEVER, that the portion of any mandatory prepayments
resulting from the Mentor Sale that are allocated pursuant to the
foregoing to prepay Tranche A Term Loans shall be applied in order of
maturity against the remaining
scheduled installments of principal due in respect of Tranche A Term
Loans under 2.12(a).
SECTION 7. AMENDMENT TO SECTION 5.04. Section 5.04 of the Credit
Agreement is hereby amended as follows:
(a) by deleting clause (ii) of paragraph (a) thereof in its entirety
and substituting in lieu thereof the following clause (ii):
(ii) prior to the Mentor Sale, an unaudited consolidated balance sheet
and statement of operations for the Behavioral Managed Care and Human
Services business segments of the Parent Borrower and such other
material business segments of the Parent Borrower as are reasonably
requested by the Administrative Agent;
and
(b) by deleting clause (ii) of paragraph (b) thereof in its entirety
and substituting in lieu thereof the following clause (ii):
(ii) prior to the Mentor Sale, a consolidated balance sheet and
statement of operations for the Behavioral Managed Care and Human
Services business segments of the Parent Borrower and such other
material business segments of the Parent Borrower as are reasonably
requested by the Administrative Agent showing the financial condition
of the Behavioral Managed Care and Human Services business segments of
the Parent Borrower and such other material business segments of the
Parent Borrower as are reasonably requested by the Administrative
Agent, in the cases of (i) and (ii) of this paragraph as of the close
of such fiscal quarter and the results of its operations during such
fiscal quarter and the then elapsed portion of the fiscal year;
SECTION 8. AMENDMENT TO SECTION 6.04. Section 6.04 of the Credit
Agreement is hereby amended by adding a new paragraph (r) at the end of such
Section, to read in its entirety as follows:
(r) investments by the Parent Borrower or its Subsidiaries in Mentor
and/or its subsidiaries obtained or retained pursuant to the Mentor
Sale, PROVIDED that all such investments shall be pledged to the
Collateral Agent in accordance with Section 5.11.
SECTION 9. AMENDMENT TO SECTION 6.05. Section 6.05 of the Credit
Agreement is hereby amended by (i) deleting the text "the GPA Sale," from the
first parenthetical phrase in such Section, (ii) deleting the word "and"
immediately after the semicolon in paragraph (j) of such Section, (iii) deleting
the period at the end of paragraph (k) of such Section and substituting in lieu
thereof the text "; and" and (iv) adding a new paragraph (l) at the end of such
Section, to read in its entirety as follows:
(l) the Parent Borrower may effect the Mentor Sale, PROVIDED that no
Default (other than a Default with respect to paragraph (e) of Article
VII)
or Event of Default has occurred and is continuing at the time of sale
and the Net Cash Proceeds from the Mentor Sale shall be applied as
required by Section 2.13(a).
SECTION 10. AMENDMENT TO SECTION 6.10. The table set forth in Section
6.10 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
Fiscal Quarter Ending Dates Ratio
--------------------------- -----
September 30, 2000, through March 31, 2002 1.85:1:00
April 1, 2002, through March 31, 2003 1.95:1.00
April 1, 2003 through March 31, 2004 2.10:1.00
April 1, 2004, through March 31, 2005 2.40:1.00
April 1, 2005, and thereafter 2.75:1.00
SECTION 11. AMENDMENT TO SECTION 6.11. The table set forth in Section
6.11 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
Fiscal Quarter Ending Dates Ratio
--------------------------- -----
September 30, 2000, through June 30, 2001 5.50:1.00
July 1, 2001, through March 31, 2002 5.25:1:00
April 1, 2002, through March 31, 2003 5.00:1:00
April 1, 2003, through March 31, 2004 4.50:1:00
April 1, 2004, through March 31, 2005 4.00:1:00
April 1, 2005, and thereafter 3.50:1.00
SECTION 12. AMENDMENT TO SECTION 6.12. The table set forth in Section
6.12 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
Fiscal Quarter Ending Dates Ratio
--------------------------- -----
September 30, 2000, through March 31, 2001 2.75:1.00
April 1, 2001, through March 31, 2002 2.50:1.00
April 1, 2002, through March 31, 2003 2.25:1.00
April 1, 2003, and thereafter 2.00:1.00
SECTION 13. AMENDMENT TO SECTION 6.13. Section 6.13 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 6.13. MAINTENANCE OF CONSOLIDATED EBITDA. Permit the
Consolidated EBITDA for the Parent Borrower for any period of four consecutive
fiscal quarters ending on the last day of any fiscal quarter, commencing with
the fiscal quarter ending on September 30, 2000, to be less than the amount set
forth below opposite such period in Table A, if the Mentor Sale has not been
consummated on or before such last day of the fiscal quarter, or in Table B, if
the Mentor Sale has been consummated on or before such last day of the fiscal
quarter:
Table A
-------
Fiscal Quarter Ending Dates Ratio
--------------------------- -----
September 30, 2000, through December 30, 2000 $200,000,000
December 31, 2001, through March 30, 2001 $205,000,000
March 31, 2001, through June 29, 2001 $207,500,000
June 30, 2001, through September 29, 2001 $212,500,000
September 30, 2001, through March 31, 2002 $217,500,000
April 1, 2002, through March 31, 2003 $225,000,000
April 1, 2003, through March 31, 2004 $235,000,000
April 1, 2004, through March 31, 2005 $245,000,000
April 1, 2005, and thereafter $260,000,000
Table B
-------
Fiscal Quarter Ending Dates Ratio
--------------------------- -----
September 30, 2000, through December 30, 2000 $180,000,000
December 31, 2001, through March 30, 2001 $182,500,000
March 31, 2001, through June 29, 2001 $185,000,000
June 30, 2001, through September 29, 2001 $190,000,000
September 30, 2001, through March 31, 2002 $195,000,000
April 1, 2002, through March 31, 2003 $200,000,000
April 1, 2003, through March 31, 2004 $210,000,000
April 1, 2004, through March 31, 2005 $220,000,000
April 1, 2005, and thereafter $230,000,000
SECTION 14. Amendment to Schedule 1.01(d). Schedule 1.01(d) is hereby
amended by deleting such Schedule in its entirety and replacing it with the
attached new Schedule 1.01(d).
SECTION 15. Addition of Schedule 1.01(e). Schedule 1.01(e) hereto is
hereby added as a new Schedule to the Credit Agreement.
SECTION 16. 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 17. AMENDMENT FEE. In consideration of the agreements of the
Lenders contained in this Amendment, the Parent Borrower agrees to pay to the
Administrative Agent, for the account of each Lender that delivers an executed
counterpart of this Amendment prior to 5:00 p.m., New York City time, on August
10, 2000, an amendment fee (the "AMENDMENT FEE") in an amount equal to 0.375% of
the sum of such Lender's outstanding Term Loans and Revolving Credit Commitment
as of such date.
SECTION 18. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of August 10, 2000, when (a) the Administrative Agent shall have
received (i) counterparts of this Amendment that, when taken together, bear the
signatures of the Borrowers and the requisite Lenders and (ii) the Amendment
Fees, (b) the representations and warranties set forth in Section 16 hereof are
true and correct and (c) all fees and expenses required to be paid or reimbursed
by the Borrowers pursuant hereto or to the Credit Agreement shall have been paid
or reimbursed, as applicable.
SECTION 19. 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 20. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 21. 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.
SECTION 22. EXPENSES. The Parent Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment,
including the reasonable fees, charges and disbursements of Cravath, Swaine &
Xxxxx, counsel for the Administrative Agent.
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
----------------------------------
Name:
Title:
CHARTER BEHAVIORAL HEALTH
SYSTEM OF NEW MEXICO, INC.,
by
----------------------------------
Name:
Title:
MERIT BEHAVIORAL CARE
CORPORATION,
by
----------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
Collateral Agent and an Issuing Bank,
by /s/ Xxxxxxx X. Rockford
----------------------------------
Name: Xxxxxxx X. Rockford
Title: Vice President
FIRST UNION NATIONAL BANK,
individually and as Syndication Agent and
an Issuing Bank,
by
----------------------------------
Name:
Title:
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
----------------------------------
Name:
Title:
CHARTER BEHAVIORAL HEALTH
SYSTEM OF NEW MEXICO, INC.,
by
----------------------------------
Name:
Title:
MERIT BEHAVIORAL CARE
CORPORATION,
by
----------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
Collateral Agent and an Issuing Bank,
by
----------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK,
individually and as Syndication Agent and
an Issuing Bank,
by /s/ XXXXX X XXXXX
----------------------------------
Name: XXXXX X XXXXX
Title:SVP
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/ XXXXX X. XXXXXXXXXXX
----------------------------------
Name: XXXXX X. XXXXXXXXXXX
Title: SENIOR VICE PRESIDENT & TREASURER
CHARTER BEHAVIORAL HEALTH
SYSTEM OF NEW MEXICO, INC.,
by /s/ XXXXXXXXX X. XXXXXXX
----------------------------------
Name: XXXXXXXXX X. XXXXXXX
Title: TREASURER
MERIT BEHAVIORAL CARE
CORPORATION,
by /s/ XXXXXXXXX X. XXXXXXX
----------------------------------
Name: XXXXXXXXX X. XXXXXXX
Title: TREASURER
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
Collateral Agent and an Issuing Bank,
by
----------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK,
individually and as Syndication Agent and
an Issuing Bank,
by
----------------------------------
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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:
XXXXXXXXX PARK CBOI
By: General Re-New England Asset Management,
Inc. as Collateral Manager
By: /s/ XXXXX [ILLEGIBLE]
----------------------------------
Name: XXXXX [ILLEGIBLE]
Title: VICE PRESIDENT
8/10/00
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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: BANK POLSKA KASA OPIEKI S.A., NEW YORK
BRANCH
by /s/ HUSSEIN B. EL-XXXXX
----------------------------------
Name: HUSSEIN B. EL-XXXXX
Title: VICE PRESIDENT
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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:
by /s/ XXXX X. XXXX
----------------------------------
Name: XXXX X. XXXX
Title: MANAGING DIRECTOR
FIRST DOMINION FUNDING I
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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: XXXXXX STATE XXXX XXXXXX ***** INCOME TRUST
by /S/ XXXXX GEWINTZ
----------------------------------
Name: XXXXX GEWINTZ
Title: VICE PRESIDENT
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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: CREDIT LYONNAIS NEW YORK BRANCH
by /s/ XXXX X. XXXXXX
----------------------------------
Name: XXXX X. XXXXXX
Title: VICE PRESIDENT
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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 PARTNER I. LP
By: IMPERIAL CREDIT ASSET MANAGEMENT, INC
AS ITS INVESTMENT MANAGER
by /s/ XXXX X. XXXXX
----------------------------------
Name: XXXX X. XXXXX
Title: VICE PRESIDENT
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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: TORONTO DOMINION (NEW YORK), INC.
by /s/ XXXXX X. XXXXXX
----------------------------------
Name: XXXXX X. XXXXXX
Title: VICE PRESIDENT
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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: PARIBAS CAPITAL FUNDING LLC
by /s/ M. XXXXXX XXXXXXXXX
----------------------------------
Name: M. XXXXXX XXXXXXXXX
Title: DIRECTOR
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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: GENERAL ELECTRIC CAPITAL CORPORATION
by /s/ XXXXXXX X. XXXXX
----------------------------------
Name: XXXXXXX X. XXXXX
Title: DULY AUTHORIZED SIGNATORY
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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.
TCW LEVERAGED INCOME TRUST, L.P. BY:
TCW ADVISERS, LTD AS GENERAL PARTNER
By: /s/ XXXX X. GOLD
----------------------------------
Name: XXXX X. GOLD
Title: MANAGING DIRECTOR
By: TCW INVESTMENT MANAGEMENT COMPANY
AS INVESTMENT ADVISOR
By: /s/ XXXXXXXXX XXXX
----------------------------------
Name: XXXXXXXXX XXXX
Title:
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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.
TCW ADVISORS, INC. AS
ITS COLLATERAL MANAGER
By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title:
By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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: THE BANK OF NOVA SCOTIA
by /s/ X.X. XXXXX
----------------------------------
Name: X.X. XXXXX
Title: VICE PRESIDENT
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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 CRESENT - 2 LLC
by /s/ XXXXX XXXX
----------------------------------
Name: XXXXX XXXX
Title: AUTHORIZED AGENT
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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 PONDVIEW LLC
by /s/ XXXXX XXXX
----------------------------------
Name: XXXXX XXXX
Title: AUTHORIZED AGENT
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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 SOLEIL LLC
by /s/ XXXXX XXXX
----------------------------------
Name: XXXXX XXXX
Title: AUTHORIZED AGENT
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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: SUMMIT BANK
by /s/ XXXXXXXXXXX [ILLEGIBLE]
----------------------------------
Name: XXXXXXXXXXX [ILLEGIBLE]
Title: SENIOR VICE PRESIDENT
SIGNATURE PAGE TO AMENDMENT NO. 6 DATED AS
OF AUGUST 10, 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: BANK OF TOKYO-MITSUBISHI TRUST CO.
by /s/ XXXXXXX [ILLEGIBLE]
----------------------------------
Name: XXXXXXX [ILLEGIBLE]
Title: VICE PRESIDENT
Schedule 1.01(e)
MAXIMUM ADDITIONS TO CONSOLIDATED EBITDA
1. All charges, writeoffs and losses for any fiscal quarter of the Parent
Borrower's fiscal year ending September 30, 2000, and the fiscal quarter
ending December 31, 2000, attributable to the Magellan Specialty Health
division (PROVIDED that the aggregate amount of such charges, writeoffs and
losses during such fiscal year and fiscal quarter combined that are
permitted to be added in determining Consolidated EBITDA shall not exceed
$117,400,000, and PROVIDED FURTHER that any future net cash outflows after
August 10, 2000, resulting from the exit by the Parent Borrower from the
business of the Magellan Specialty Health division in excess of $28,800,000
shall not be added in determining Consolidated EBITDA).
2. All restructuring, severance, lease termination and reorganization charges
for any fiscal quarters ending on or before September 30, 2001, relating to
the reorganization and/or consolidation of Magellan Health Services and/or
Magellan Behavioral Health and their respective subsidiaries (PROVIDED that
the aggregate amount of such charges permitted to be added in determining
Consolidated EBITDA shall not exceed $6,000,000).
3. The writeoff of goodwill, intangibles and other long-lived assets related
to Group Practice Affiliates, Inc. and its subsidiaries (PROVIDED that the
aggregate amount of such writeoffs permitted to be added in determining
Consolidated EBITDA shall not exceed $15,000,000).
