Exhibit 2(k)(vii)
AGREEMENT OF AMENDMENT
Dated as of October 18, 2002
Reference is made to (i) that certain Revolving Credit and Security
Agreement dated as of October 23, 1998 (as from time to time amended, the
"Credit Agreement") among Managed High Yield Plus Fund Inc. (the "Borrower"),
Corporate Receivables Corporation, Citibank, N.A. and Citicorp North America,
Inc., as agent (the "Agent") and (ii) that certain Fee Letter dated as of
October 23, 1998 (as from time to time amended, the "Fee Letter") between the
Agent and the Borrower. Capitalized terms used and not defined herein shall have
the meanings assigned to such terms in the Credit Agreement or the Fee Letter,
as appropriate.
The parties hereto acknowledge that the Adviser has changed its name from
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Asset Management Inc. to UBS Global Asset Management (US) Inc.
The parties hereto hereby agree that all references in the Program Documents to
the Adviser or to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Asset Management Inc. shall be deemed to
refer to UBS Global Asset Management (US) Inc.
The parties hereto agree that, effective as of the date hereof, the
definition of the term "Applicable Margin" set forth in Section 1.01 of the
Credit Agreement is hereby amended by (i) replacing the percentage ".75%" set
forth therein with the percentage "1.00%" and (ii) replacing the percentage
"1.75%" set forth therein with the percentage "2.00%".
The parties hereto agree that, effective as of the date hereof, the
definition of the term "Secondary Lender Stated Expiration Date" set forth in
Section 1.01 of the Credit Agreement is hereby amended by replacing the date
"October 18, 2002" set forth therein with the date "October 17, 2003".
The parties hereto agree that, effective as of the date hereof, the
definition of the term "Maturity Date" set forth in Section 1.01 of the Credit
Agreement is hereby amended by replacing the date "October 17, 2003" set forth
in clause (ii) therein with the date "October 17, 2004";
The parties hereto agree that, effective as of the date hereof, the
definition of the term "Total Commitment" set forth in Section 1.01 of the
Credit Agreement is hereby amended by replacing the amount "$200,000,000" set
forth therein with the amount "150,000,000".
The parties hereto agree that, effective as of the date hereof, the
"Program Fee" is hereby amended by replacing the percentage "0.20%" set forth in
paragraph 2 of the Fee Letter with "0.22%".
The parties hereto agree that, effective as of the date hereof, the
"Liquidity Fee" is hereby amended by replacing the percentage "0.115%" set forth
in paragraph 3 of the Fee Letter with "0.13%".
Subject to the specific modifications made herein, all terms and conditions
of the Credit Agreement and Fee Letter shall remain in full force and effect.
This Agreement of Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same agreement:
THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement of
Amendment to be executed and delivered by their duly authorized officers as of
the date first above written.
CITICORP NORTH AMERICA, INC., as Agent CITIBANK, N.A.
as Secondary Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President Title: Vice President
CORPORATE RECEIVABLES CORPORATION MANAGED HIGH YIELD PLUS FUND
By: Citicorp North America, Inc., INC., as Borrower
its Managing Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President Title: Vice President and Treasurer
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