be due and payable in the manner and with the effect provided
in the Credit Agreement.
The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.
MAGELLAN HEALTH SERVICES, INC.
By:
Name:
Title:
EXHIBIT L
ASSIGNMENT AND ASSUMPTION AGREEMENT1
This Assignment and Assumption Agreement (this "Assignment"), is dated
as of the Effective Date set forth below and is entered into by and between
[the][each] Assignor identified in item [1][2] below ([the] [each, an]
"Assignor") and [the] [each] Assignee identified in item 2 below ([the] [each,
an] "Assignee"). [It is understood and agreed that the rights and obligations of
such [Assignees][and Assignors] hereunder are several and not joint.]
Capitalized terms used herein but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (as amended, restated,
supplemented and/or otherwise modified from time to time, the "Credit
Agreement"). The Standard Terms and Conditions for Assignment and Assumption
Agreement set forth in Annex 1 hereto (the "Standard Terms and Conditions") are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably
sells and assigns to [the] [each] Assignee, and [the] [each] Assignee hereby
irrevocably purchases and assumes from [the][each] Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated
below, the interest in and to all of [the][each] Assignor's rights and
obligations under the Credit Agreement and any other documents or instruments
delivered pursuant thereto that represents the amount and percentage interest
identified below of all of the [respective] Assignor's outstanding rights and
obligations under the respective Tranches identified below (including, to the
extent included in any such Tranches and Letters of Credit ([the] [each, an]
"Assigned Interest"). [Each] [Such] sale and assignment is without recourse to
[the][any] Assignor and, except as expressly provided in this Assignment,
without representation or warranty by [the][any] Assignor.
[1.
Assignor:
2.
Assignee:
]2
[1][3].
Credit Agreement:
Credit Agreement, dated as of January 5, 2004, among Magellan Health
Services, Inc. (the "Borrower"), the lenders from time to time party thereto,
and Deutsche Bank AG, New York Branch, as Administrative Agent.
[2.
Assigned Interest:3
1This Form of Assignment and Assumption Agreement should be used by Lenders for
an assignment to a single Assignee or to funds managed by the same or related
investment managers.
2If the form is used for a single Assignor and Assignee, items 1 and 2 should
list the Assignor and the Assignee, respectively. In the case of an assignment
to funds managed by the same or related investment managers, or an assignment by
multiple Assignors, the Assignors and the Assignee(s) should be listed in the
table under bracketed item