EXHIBIT 13(e)
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this "FIRST AMENDMENT") is
entered into as of this 21st day of June, 2000, by and among each investment
management company listed on Schedule 1 to the Credit Agreement, dated as of
June 23, 1999 (the "CREDIT AGREEMENT"), as heretofore revised and as further
revised by this First Amendment, on behalf of itself or its respective
investment portfolios identified thereon, severally and not jointly
(collectively, the "BORROWERS", and each individually a "BORROWER"); the Banks
listed on Schedule 2 to the Credit Agreement, as revised by this First Amendment
(collectively, and together with State Street Bank and Trust Company, in its
capacity as Swing Line Lender, the "BANKS", and each individually a "BANK");
Deutsche Bank AG, New York Branch, not individually but in its separate capacity
as administrative agent for the Banks under the Credit Agreement (in such
capacity, the "ADMINISTRATIVE AGENT"); The Bank of Nova Scotia, not individually
but in its separate capacity as syndication agent for the Banks under the Credit
Agreement (in such capacity, the "SYNDICATION AGENT"); BNP Paribas, not
individually but in its separate capacity as documentation agent for the Banks
under the Credit Agreement (in such capacity, the "DOCUMENTATION AGENT"); and
State Street Bank and Trust Company, not individually but in its separate
capacity as operations agent for the Banks under the Credit Agreement (in such
capacity, the "OPERATIONS AGENT", and, together with the Administrative Agent,
the Syndication Agent and the Documentation Agent, the "AGENTS"). Unless
otherwise indicated or unless the context otherwise requires, capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement, as amended by this First Amendment.
RECITALS
WHEREAS, certain of the Borrowers (the "EXISTING Borrowers"), certain
of the Banks (the "EXISTING BANKS"), the Administrative Agent, the Syndication
Agent and the Operations Agent previously executed the Credit Agreement;
WHEREAS, the Borrowers, the Existing Banks, the Administrative Agent,
the Syndication Agent and the Operations Agent wish to amend the Credit
Agreement to increase the Maximum Committed Credit Amount by One Hundred Million
Dollars ($100,000,000) to Three Hundred Fifty Million Dollars ($350,000,000),
and to increase the Swing Line Amount by Twenty-Five Million ($25,000,000) to
Seventy-Five Million Dollars ($75,000,000);
WHEREAS, the Borrowers desire to renew the credit facilities made
available to them under the Credit Agreement for an additional term of 364 days;
and
WHEREAS, the Existing Banks, the Administrative Agent, the Syndication
Agent and the Operations Agent are willing to renew the credit facilities made
available thereby upon the terms and subject to the conditions set forth herein;
WHEREAS, the Existing Borrowers and the Existing Banks desire to
further amend the Credit Agreement to add Emerging Growth Trust, an investment
portfolio of Warburg Pincus Trust (the "ADDITIONAL BORROWER"), as a party
thereto;
WHEREAS, the Borrowers, the Existing Banks, the Administrative Agent,
the Syndication Agent and the Operations Agent wish to amend the Credit
Agreement to add Credit Lyonnais New York Branch and Den Danske Bank as bank(s)
party thereto, and to add BNP Paribas as documentation agent for the Banks;
WHEREAS, the parties hereto desire to make certain other
changes to the Credit Agreement;
NOW, THEREFORE, in furtherance of the foregoing, and in consideration
of mutual promises and other good and valuable consideration each to the other
given, the receipt of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.
(a) Section 1.01 of the Credit Agreement is hereby amended
by: (i) deleting the definitions of "FEDERAL FUNDS EFFECTIVE RATE", "MAXIMUM
COMMITTED CREDIT AMOUNT", "MAXIMUM CREDIT AMOUNT" and "SWING LINE AMOUNT" in
their entirety; and (ii) substituting in lieu thereof the following:
"FEDERAL FUNDS EFFECTIVE RATE" shall mean, at the relevant
time of reference thereto, the rate that appears in Bloomberg, page
BTMM, as the "Federal Funds Offered Rate", as quoted by Garvin Guy
Butler as of 9:30 a.m. (New York time), or, if unavailable, by any
other federal funds broker of recognized standing as determined by the
Operations Agent.
"MAXIMUM COMMITTED CREDIT AMOUNT" shall mean the maximum
amount of the Banks' commitments to make Committed Credit Loans to the
Borrowers hereunder, which in the first instance shall be $350,000,000,
as the same may be reduced from time to time pursuant to Section 2.02
hereof.
"MAXIMUM CREDIT AMOUNT" shall mean the maximum amount of
credit available to the Borrowers hereunder, which in the first
instance shall be $350,000,000, as the same may be reduced from time to
time pursuant to Section 2.02 hereof.
"SWING LINE AMOUNT" shall mean the maximum amount of Swing
Line Loans made or to be made by the Swing Line Lender to the Borrowers
hereunder, which shall be $75,000,000."
(b) Section 1.01 of the Credit Agreement is further amended by
inserting the following defined terms in proper alphabetical order:
"CLOSED-END FUND" shall mean any Borrower designated as such
on Schedule 1 annexed hereto, which designation shall be concurred in
by the Agents.
"FACILITY FEE" shall have the meaning specified in
Section 5.01(a) hereof"
(c) Section 1.01 of the Credit Agreement is still further amended by
deleting the definitions of "COMMITMENT FEE" and "YEAR 2000 PROBLEM" in their
entirety.
-2-
(d) Section 5.01(a) of the Credit Agreement is hereby amended by: (i)
deleting said Section 5.01(a) in its entirety; and (ii) substituting in lieu
thereof the following:
"(a) The Borrowers shall pay to the Operations Agent for the
ratable benefit of the Banks, and in accordance with the Specified
Percentages, a facility fee (the "FACILITY FEE") for the period
commencing June 21, 2000 to and including the termination of the
Commitments hereunder equal to seven and one-half (7-1/2) basis points
(75/1000 of 1%) per annum of the Maximum Committed Credit Amount
regardless of usage. The Facility Fee shall be payable quarterly in
arrears on the fifteenth Banking Day of each April, July, October and
January of each year for the calendar quarter ending as of the last day
of the immediately preceding month, commencing on the first such date
next succeeding the date hereof, and, in connection with the partial
reduction of the Maximum Committed Credit Amount in accordance with
Section 2.02(a) hereof, on the date of such reduction, and on the date
of any termination of any of the Commitments."
(e) Section 5.01 of the Credit Agreement is further amended by: (i)
deleting all references to "Commitment Fee" and "Commitment Fees" contained
therein (including in the heading thereof); and (ii) substituting in lieu
thereof "Facility Fee" and "Facility Fees", as appropriate.
(f) Section 5.02 of the Credit Agreement is amended by: (i) deleting
the first sentence of said Section 5.02; and (ii) substituting in lieu thereof
the following:
"The Borrowers shall pay, in accordance with the Specified Percentages,
the Operations Agent for its own account a fee (the "OPERATIONS AGENT'S
FEE") in an amount to be agreed upon by the Borrowers and the
Operations Agent."
(g) Section 5.03 of the Credit Agreement is amended by: (i) deleting
said Section 5.03 in its entirety; and (ii) substituting in lieu thereof the
following:
"Section 5.03. Arranging Fee. The Borrowers shall pay, in
accordance with the Specified Percentages, the Administrative Agent for
its own account a fee (the "Arranging Fee") in an amount to be agreed
upon by the Borrowers and the Administrative Agent. The Arranging Fee
shall be payable annually in advance on the date of this Agreement and
on the effective date of any renewal of the Commitments pursuant to
Article XIV hereof."
(h) Section 5.04 of the Credit Agreement is amended by: (i) deleting
said Section 5.04 in its entirety; and (ii) substituting in lieu thereof the
following:
"Section 5.04. ALLOCATION FEE. The Borrowers shall pay, in
accordance with the Specified Percentages, the Operations Agent for the
ratable benefit of the Banks an allocation fee (the "ALLOCATION FEE")
in an amount equal to two and one-half (2-1/2) basis points (25/1000 of
1%) of the aggregate Commitments. The Allocation Fee shall be payable
annually in advance on the date of this Agreement and on the effective
date of any renewal of the Commitments pursuant to Article XIV hereof."
-3-
(i) Article VII of the Credit Agreement is amended by: (i) deleting
Section 7.18 of said Article VII in its entirety; and (ii) renumbering Section
7.19 as Section 7.18.
(j) Section 9.01(b) of the Credit Agreement is amended by: (i) deleting
said Section 9.01(b) in its entirety; and (ii) substituting in lieu thereof the
following:
"(b) The aggregate Indebtedness of the Borrower in respect of
Loans shall at no time exceed (i) 33-1/3% of the Borrower's Net Assets,
in the case of any Borrower that is a Domestic Fund, (ii) 25% of the
Borrower's Net Assets, in the case of Warburg Pincus Global Post
Venture Capital Fund, Inc., Warburg Pincus Global Health Sciences Fund,
Inc., Warburg Pincus High Yield Fund, Inc., and Global Post Venture
Capital Portfolio of Warburg Pincus Trust, and any Borrower that is an
International Fund, (iii) 20% of the Borrower's Net Assets, in the case
of any Borrower that is a Restricted Fund, and (iv) 15% of the
Borrower's Net Assets, in the case of any Borrower that is a Closed-End
Fund.
The lesser of the amounts determined with respect to the
Borrower pursuant to paragraphs (a) or (b) of this Section 9.01 is
sometimes referred to herein as the Borrower's "Borrowing Base.""
(k) Section 15.07(c) of the Credit Agreement is amended by: (i)
deleting the sixth line of said Section 15.07(c); and (ii) substituting in lieu
thereof the following:
"$5,000,000, and shall be to a banking or other financial institution
or other entity not otherwise prohibited from so acting under the
Investment Company Act and having a combined capital and surplus of at
least...."
(l) The Credit Agreement is further amended by: (i) deleting all
references in the Credit Agreement, including, without limitation, Sections
2.02(a), 2.02(b), 4.02(a), 4.02(f), 4.09, 10.01, 14.02 and 15.02(a) thereof, to
"Commitment Fee" and "Commitment Fees"; and (ii) substituting in lieu thereof
"Facility Fee" and "Facility Fees", as appropriate.
(m) SCHEDULE 1 to the Credit Agreement is hereby amended to, among
other things, add Emerging Growth Portfolio, a Portfolio of Warburg Pincus
Trust, as a Borrower under the Credit Agreement, and to eliminate Fixed Income
Portfolio and Global Fixed Income Portfolio, each being a Portfolio of Warburg
Pincus Trust II, as Borrowers under the Credit Agreement by: (i) deleting said
SCHEDULE 1 in its entirety; and (ii) substituting in lieu thereof SCHEDULE 1
annexed hereto.
(n) SCHEDULE 2 to the Credit Agreement is hereby amended by: (i)
deleting said SCHEDULE 2 in its entirety; and (ii) substituting in lieu thereof
SCHEDULE 2 annexed hereto.
(o) EXHIBITS A, B and F annexed to the Credit Agreement are hereby
amended to make certain changes therein consistent with this First Amendment by:
(i) deleting said EXHIBITS A, B and F in their entirety; and (ii) substituting
in lieu thereof EXHIBITS A, B and C annexed hereto.
-4-
SECTION 2. REPRESENTATIONS AND WARRANTIES. In order to induce the Banks
and the Agents to enter into this First Amendment, each Borrower, severally and
not jointly, makes the following representations and warranties, all of which
shall survive the execution and delivery of this First Amendment:
(a) The Borrower has adequate power and authority to execute and
deliver this First Amendment and the other agreements, documents and instruments
executed in connection herewith or contemplated hereby, and to perform its
obligations hereunder and under the Credit Agreement as amended hereby.
(b) The execution, delivery and performance of this First Amendment and
the other agreements, documents and instruments executed and delivered in
connection herewith or contemplated hereby have been duly authorized by all
necessary action on the part of the Borrower, will not result in a violation of
or be in conflict with or constitute a default under any term of the Prospectus
of the Borrower, or of its charter, articles of association, declaration of
trust or by-laws, or of any investment, borrowing or other similar type of
policy or restriction to which the Borrower is subject, or of any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to the Borrower, or result in the creation of any mortgage, lien,
charge or encumbrance upon any of the properties or assets of the Borrower
pursuant to any such term.
(c) This First Amendment effectively amends the Credit Agreement in
accordance with the terms hereof. The obligations of the Borrower hereunder and
under the Credit Agreement as amended hereby constitute the legal, valid and
binding obligations of the Borrower enforceable against the Borrower in
accordance with their respective terms.
(d) All of the representations and warranties made by the Borrower in
the Credit Agreement, including those in Article VII thereof, are true and
correct on the date hereof as if made on and as of the date hereof and are so
repeated herein, except that representations and warranties of financial
statements or conditions as of an earlier date relate solely to such earlier
date.
(e) Upon the execution and delivery of this First Amendment and the
other agreements, documents and instruments executed in connection herewith or
contemplated hereby, and the satisfaction of each of the conditions precedent
set forth in Section 3 of this First Amendment, no Default shall exist and be
continuing.
SECTION 3. CONDITIONS PRECEDENT. The agreements contained herein and
the amendments contemplated hereby shall become effective on the date when all
of the parties hereto shall have executed a copy hereof and shall have delivered
the same to the Banks and the Operations Agent, and when each of the following
conditions shall have been fulfilled:
(a) The Operations Agent shall have received from each Borrower, with
sufficient copies for each Bank, copies of all resolutions of such Borrower's
Board of Trustees or Board of Directors, as applicable, authorizing (i) its
execution and delivery of this First Amendment, and (ii) its performance of all
of its agreements and obligations hereunder and under the Credit Agreement as
amended hereby, certified by the Secretary or Assistant Secretary of the
Borrower;
-5-
(b) The Operations Agent shall have received for itself and each of the
other Banks a duly completed and executed Federal Reserve Form F.R. U-1 from
each Borrower;
(c) The Banks and the Operations Agent shall have received from counsel
to the Borrowers an opinion(s) addressed to the Banks and the Operations Agent,
dated the date hereof, which opinion(s) shall be in form and substance
satisfactory to the Banks and the Operations Agent.
(d) The Operations Agent and the Banks shall be satisfied that there
has been no material adverse change in the business, assets, operations,
prospects or condition (financial or otherwise) of any Borrower since the date
of the latest financial statements delivered to the Operations Agent and the
Banks pursuant to Section 7.02 or 8.01 of the Credit Agreement;
(e) Without, in any way, limiting the scope of paragraph (d) above, the
Operations Agent and the Banks shall be satisfied that there has been no
material adverse change in any law, rule, regulation, decree or order of any
governmental authority binding upon any Borrower or otherwise applicable to the
Operations Agent, the Banks or any Borrower;
(f) The Operations Agent shall have received from the Borrowers, on
behalf of and in trust for each Bank, all accrued and unpaid Commitment Fees (as
such term is defined in the Credit Agreement) and all accrued and unpaid
interest owing to each Bank under the Credit Agreement calculated as of the date
of this First Amendment;
(g) Each Borrower shall have performed and complied in all material
respects with all terms and conditions herein required to be performed or
complied with by it on or prior to the date hereof, and the consummation of the
transactions on the date hereof shall not result in a Default;
(h) The Operations Agent shall have received from each Borrower, with
sufficient copies for each Bank, a certificate dated as of the date of this
First Amendment, in form and substance satisfactory to the Banks and the
Operations Agent, in which such Borrower shall represent and warrant to the
Banks and the Operations Agent all matters set forth in Section 2 hereof and
shall represent and warrant to the Banks and the Operations Agent that the
conditions precedent set forth in paragraph (g) of this Section 3 are satisfied
at and as of the date of this First Amendment;
(i) The Operations Agent shall have received the Operations Agent's Fee
from the Borrowers as provided in Section 5.02 of the Credit Agreement, as
amended by this First Amendment;
(j) The Administrative Agent shall have received the Arranging Fee from
the Borrowers as provided in Section 5.03 of the Credit Agreement, as amended by
this First Amendment;
(k) The Operations Agent shall have received for the ratable benefit of
the Banks the Allocation Fee from the Borrowers as provided in Section 5.04 of
the Credit Agreement, as amended by this First Amendment;
-6-
(l) The Banks and the Operations Agent shall have received all other
information and documents which any of them may reasonably have requested in
connection with the transactions contemplated hereunder and under the Credit
Agreement as amended hereby, such information and documents, where appropriate,
to be certified by the proper officers of each Borrower or by governmental
authorities.
SECTION 4. RATIFICATION OF EXISTING AGREEMENTS, ETC. All obligations of
each Borrower to the Banks and the Agents under or in respect of the Credit
Agreement and the other Loan Documents, except as otherwise expressly modified
or contemplated to be modified in this First Amendment, are hereby ratified and
confirmed in all respects, and as so ratified and confirmed constitute legal,
valid and binding obligations of the Borrowers enforceable against the Borrowers
in accordance with their respective terms. By executing this First Amendment,
each Borrower, the Banks and the Agents agree to waive the notice requirement of
Section 14.01 of the Credit Agreement, and agree to the renewal of the
Commitments as amended hereby for a new 364-day period ending June 20, 2001,
which shall be an "Expiration Date" as defined in Section 14.01 of the Credit
Agreement, as amended hereby. Each Borrower, the Banks and the Agents further
agree that each Loan outstanding to a Borrower under the Credit Agreement as of
the date hereof shall be deemed to be a Loan outstanding to such Borrower under
the Credit Agreement as amended by this First Amendment. Furthermore, by its
execution of this First Amendment the Additional Borrower agrees to be bound by
the terms and conditions of the Credit Agreement, as amended hereby, in all
respects as a Borrower thereunder and hereby assumes all of the obligations of a
Borrower thereunder.
SECTION 5. MISCELLANEOUS.
(a) This First Amendment may be executed on separate counterparts by
the parties hereto, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same agreement.
(b) This First Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the laws of
the State of New York (without giving effect to the conflict of laws principles
thereof).
(c) The headings of the several sections of this First Amendment are
inserted for convenience only and shall not in any way effect the meaning or
construction of any provision of this First Amendment.
(d) This First Amendment and each of the other agreements, documents
and instruments executed and delivered in connection herewith or contemplated
hereby constitute Loan Documents under and as defined in the Credit Agreement.
SECTION 6. LIMITATION OF LIABILITY. Notice is hereby given that this
First Amendment has been executed by an officer of each Borrower, in that
capacity and not individually. The Banks acknowledge that the obligations of or
arising out of this First Amendment and the Credit Agreement, as amended hereby,
are not binding upon any of the Borrowers' trustees, directors, officers,
employees, agents or shareholders individually, but are binding solely upon the
assets and property of the Borrowers. Notwithstanding any other provision of
this First Amendment,
-7-
the Credit Agreement, as amended hereby, or any other Loan Document to the
contrary, to the extent that this First Amendment is executed by an Investment
Company on behalf of one or more Portfolios of such Investment Company, as a
Borrower(s) hereunder, the Banks further acknowledge that the obligations of or
arising out of this First Amendment and the Credit Agreement, as amended hereby,
are binding upon the assets and property of the Portfolio on whose behalf an
Investment Company has executed this instrument and that, with respect to each
such Portfolio, such obligations are several but not joint. Without limiting the
foregoing, the obligations of the Borrowers are several, not joint. This First
Amendment shall be deemed to constitute a separate agreement between each
Borrower and the other parties hereto (other than the other Borrowers) as if
such Borrower had executed a separate agreement naming only itself and the other
parties hereto (other than the other Borrowers) as parties. No Borrower shall be
liable for the obligations (whether for principal, interest, fees, expenses or
otherwise) of any other Borrower hereunder. In the case of each Borrower that is
an Investment Company organized as a Massachusetts business trust or Portfolio
of such an Investment Company, the declarations of trust for each such trust
refer to the trustees collectively as trustees and not as individuals
personally, and the declarations of trust provide that no shareholder, trustee,
officer, employee or agent of the trust shall be subject to claims against or
obligations of the trust to any extent whatsoever, but that the trust estate
only shall be liable.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as a sealed instrument as of the day and year first above written.
WARBURG PINCUS CAPITAL WARBURG PINCUS EMERGING
APPRECIATION FUND GROWTH FUND, INC
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
WARBURG PINCUS INTERNATIONAL WARBURG PINCUS INTERNATIONAL
EQUITY FUND, INC. SMALL COMPANY FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
-8-
WARBURG PINCUS JAPAN WARBURG PINCUS JAPAN
SMALL COMPANY FUND, INC. GROWTH FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
WARBURG PINCUS EMERGING MARKETS WARBURG PINCUS MAJOR
FUND, INC. FOREIGN MARKETS FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
WARBURG PINCUS SMALL WARBURG PINCUS SMALL
COMPANY VALUE FUND, INC. COMPANY GROWTH FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
WARBURG PINCUS GLOBAL WARBURG PINCUS GLOBAL
POST VENTURE CAPITAL FUND, INC. HEALTH SCIENCES FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
WARBURG PINCUS FIXED INCOME WARBURG PINCUS GLOBAL FUND
FIXED INCOME FUND, INC
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
-9-
WARBURG PINCUS INTERMEDIATE WARBURG PINCUS BALANCED
MATURITY GOVERNMENT FUND, INC. FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
WARBURG PINCUS VALUE FUND, INC. WARBURG PINCUS NEW YORK
INTERMEDIATE MUNICIPAL FUND
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
WARBURG PINCUS GLOBAL CREDIT SUISSE INSTITUTIONAL
TELECOMMUNICATIONS FUND, INC. INTERNATIONAL GROWTH FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
WARBURG PINCUS HIGH YIELD WARBURG PINCUS MUNICIPAL
FUND, INC. BOND FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
CREDIT SUISSE INSTITUTIONAL WARBURG PINCUS EUROPEAN EQUITY
STRATEGIC GLOBAL FIXED INCOME FUND, INC. FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
-10-
CREDIT SUISSE INSTITUTIONAL U.S. WARBURG PINCUS LONG-SHORT MARKET
CORE FIXED INCOME FUND, INC. NEUTRAL FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
WARBURG PINCUS FOCUS FUND, INC CREDIT SUISSE INSTITUTIONAL U.S.
CORE EQUITY FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
CREDIT SUISSE INSTITUTIONAL WARBURG PINCUS TRUST, on behalf of International Equity
FUND, INC., on behalf of International Equity Portfolio, Small Company Growth Portfolio, Emerging Markets
Portfolio, Small Company Growth Portfolio, Portfolio, Global Post-Venture Capital Portfolio, Value
Emerging Markets Portfolio, Value Portfolio, Portfolio, and Emerging Growth Portfolio
Japan Growth Portfolio, and Small Company
Value Portfolio
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
THE BRAZILIAN EQUITY FUND, INC. THE CHILE FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
-11-
THE EMERGING MARKETS THE EMERGING MARKETS
TELECOMMUNICATIONS FUND, INC. INFRASTRUCTURE FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
THE FIRST ISRAEL FUND, INC. THE INDONESIA FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
THE LATIN AMERICA EQUITY THE LATIN AMERICA INVESTMENT
FUND, INC. FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
CREDIT SUISSE ASSET MANAGEMENT CREDIT SUISSE ASSET
INCOME FUND, INC. MANAGEMENT STRATEGIC GLOBAL
INCOME FUND, INC.
By: By:
--------------------------------------------------- ---------------------------------------------------------
Name: Name:
------------------------------------------------- -------------------------------------------------------
Title: Title:
------------------------------------------------ ------------------------------------------------------
THE PORTUGAL FUND, INC.
By:
---------------------------------------------------
Name:
-------------------------------------------------
Title:
------------------------------------------------
-12-
STATE STREET BANK AND TRUST THE BANK OF NOVA SCOTIA,
COMPANY, in its individual capacity and in its individual capacity and as
as Operations Agent Syndication Agent
By: /s/ Steven G. Caron By: /s/ James R. Trimble
------------------------------------------ -------------------------------------
Name: Steven G. Caron Name: James R. Trimble
----------------------------------------- -----------------------------------
Title: Vice President Title: Managing Director
---------------------------------------- ----------------------------------
DEUTSCHE BANK AG, NEW YORK BNP PARIBAS, in its individual capacity and as
BRANCH, in its individual capacity and Documentation Agent
as Administrative Agent
By: /s/ Gayma Z. Shivnarain By: /s/ Marguerite L. Lebon
------------------------------------------ -------------------------------------
Name: Gayma Z. Shivnarain Name: Marguerite L. Lebon
----------------------------------------- -----------------------------------
Title: Director Title: Assistant Vice President
---------------------------------------- ----------------------------------
By: /s/ Ruth Leung By: /s/ Laurent Vanderzyppe
------------------------------------------ -------------------------------------
Name: Ruth Leung Name: Laurent Vanderzyppe
----------------------------------------- -----------------------------------
Title: Director Title: Vice President
---------------------------------------- ----------------------------------
CREDIT LYONNAIS
NEW YORK BRANCH DEN DANSKE BANK
By: /s/ Sebastian Rocco By: /s/ George Neofitidis
--------------------------------------- -------------------------------------
Name: Sebastian Rocco Name: George Neofitidis
----------------------------------------- ------------------------------------
Title: Senior Vice President Title: Assistant Vice President
---------------------------------------- ----------------------------------
By: /s/ John A. O'Neill
-------------------------------------
Name: John A. O'Neill
------------------------------------
Title: Vice President
----------------------------------
-13-
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Pincus Capital Massachusetts Massachusett 3.46% 10%
Appreciation Fund* Business Trust
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Capital Appreciation Fund
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Capital Appreciation Fund
Account Number: 0360567
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect
from time to time, the "CREDIT AGREEMENT"), among each investment management
company listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and
its respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Pincus Corporation Maryland 6.00% 10%
Emerging Growth Fund,
Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Emerging Growth Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Emerging Growth Fund
Account Number: 0361660
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Pincus Corporation Maryland 31.81% 10%
International Equity Fund,
Inc.**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus International Equity Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus International Equity Fund/THI
Account Number: 70887658
Bank: State Street, Boston
ABA No.: 011 000 028
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Pincus Corporation Maryland 0.35% 25%
International Small Company
Fund, Inc.**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus International Small Company Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus International Small
Company Fund/TH23
Account Number: 70887765
Bank: State Street/Boston
ABA No.: 011 000 028
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Pincus Corporation Maryland 14.97% 25%
Japan Small Company
Fund, Inc.**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Japan Small Company Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Japan Small
Company Fund/THO
Account Number: 70887468
Bank: State Street/Boston
ABA No.: 011 000 028
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Pincus Corporation Maryland 13.26% 25%
Japan Growth Fund,
Inc.**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Japan Growth Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Japan Growth
Fund/THI4
Account Number: 70887690
Bank: State Street, Boston
ABA No.: 011 000 028
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Pincus Corporation Maryland 2.29% 20%
Emerging Markets Fund,
Inc.***
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Emerging Markets Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Emerging Markets Fund/TH02
Account Number: 70887443
Bank: State Street, Boston
ABA No.: 011 000 028
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.27% 25%
Pincus Major
Foreign
Markets Fund,
Inc.**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Major Foreign Markets Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Major Foreign Markets Fund/TH12
Account Number: 70887674
Bank: State Street, Boston
ABA No.: 011 000 028
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.06% 30%
Pincus Small
Company Value
Fund, Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Small Company Value Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Small Company Value Fund
Account Number: 0367470
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.09% 30%
Pincus Small
Company Growth
Fund, Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Small Company Growth Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Small
Company Growth Fund
Account Number: 0367527
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.40% 25%
Pincus Global
Post Venture
Capital Fund,
Inc.**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Global Post Venture Capital Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Global
Post-Venture Capital Fund
Account Number: 0367496
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.12% 25%
Pincus Global
Health
Sciences Fund,
Inc.**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Global Health Sciences Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Global
Health Sciences Fund, Inc
Account Number: 0367519
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Massachusetts Massachusett 0.74% 30%
Pincus Fixed Business
Income Fund* Trust
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Fixed Income Fund
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Fixed
Income Fund
Account Number: 0360656
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.26% 25%
Pincus Global
Fixed Income
Fund, Inc.**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Global Fixed Income Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Global
Fixed Income Fund/TH18
Account Number: 70887633
Bank: State Street, Boston
ABA No.: 011 000 028
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.12% 30%
Pincus
Intermediate
Maturity
Government
Fund, Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Intermediate Maturity Government Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus
Intermediate Maturity Government Fund
Account Number: 0361783
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.07% 30%
Pincus
Balanced Fund,
Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Balanced Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Balanced
Fund
Account Number: 0181191
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.81% 30%
Pincus Value
Fund, Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Value Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Value Fund
Account Number: 0181175
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Massachusetts Massachusetts 0.18% 30%
Pincus New Business
York Trust
Intermediate
Municipal Fund*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus New York Intermediate Municipal
Government Fund
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus New York
Intermediate Municipal Government Fund
Account Number: 018044
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 1.33% 25%
Pincus Global
Telecommunications
Fund, Inc.**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Global Telecommunications Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Global
Telecommunications Fund
Account Number: 8124695
Bank: Brown Brothers
ABA No.: 09250276
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Credit Suisse Corporation Maryland 1.24% 25%
Institutional
International
Growth Fund,
Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Credit Suisse Institutional International Growth Fund,
Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Credit Suisse
Institutional International Growth Fund
Account Number: 8122814
Bank: Brown Brothers
ABA No.: 09250276
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.24% 25%
Pincus High
Yield Fund,
Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus High Yield Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus High
Yield Fund
Account Number: 8122822
Bank: Brown Brothers
ABA No.: 09250276
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.04% 33%
Pincus
Municipal Bond
Fund, Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Municipal Bond Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Municipal
Bond Fund
Citibank, NY
ABA No.: 021 000 089
BBH & Co
Account Number: 09250276
Ref A/C # 8122855
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Credit Suisse Corporation Maryland 0.03% 25%
Institutional
Strategic
Global Fixed
Income Fund,
Inc.**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Credit Suisse Institutional Strategic Global Fixed
Income Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Credit Suisse
Institutional Strategic Global Fixed
Income Fund
Account Number: 8122830
Bank: Brown Brothers
ABA No.: 09250276
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.07% 25%
Pincus
European
Equity Fund,
Inc.**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus European Equity Fund
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus European
Equity Fund
Account Number: 6105167
Bank: Brown Brothers
ABA No.: 09250276
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Credit Suisse Corporation Maryland 0.85% 33%
Institutional
U.S. Core
Fixed Income
Fund, Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Credit Suisse Institutional U.S. Core Fixed Income Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Credit Suisse
Institutional U.S. Core Fixed Income Fund
Citibank, NY
ABA No.: 09250276
BBH & Co
Account Number: 021 000 089
Ref A/C #8122913
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.02% 20%
Pincus
Long-Short Market
Neutral Fund,
Inc.***
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Long-Short Market Neutral Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus
Long-Short Market Neutral Fund
Account Number: 113-80260
Bank: Custodial Trust Company
ABA No.: 031207256
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Warburg, Corporation Maryland 0.02% 33%
Pincus Focus
Fund, Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Focus Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg Pincus Focus Fund
Citibank, NY
ABA No.: 021 000 089
BBH & Co.
Account Number: 09250276
Red A/C # 6103063
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Credit Suisse Corporation Maryland 0.16% 33%
Institutional
U.S. Core
Equity Fund,
Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Credit Suisse Institutional U.S. Core Equity Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Credit Suisse
Institutional U.S. Core Equity Fund, Inc.
Citibank, NY
ABA No.: 021 000 089
BBH & Co.
Account Number: 09250276
Ref A/C # 8122905
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
International Corporation Maryland 11.18% 25%
Equity
Portfolio-
Credit Suisse
Institutional
Fund Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Credit Suisse Institutional Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Institutional -
International Equity Portfolio
Account Number: 70887666
Bank: State Street, Boston
ABA No.: 011 000 028
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Emerging Corporation Maryland 0.00% 20%
Markets
Portfolio-
Credit Suisse
International
Fund, Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Credit Suisse International Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Institutional-Emerging
Markets
Portfolio/THO
Account Number: 34940072
Bank: State Street Boston
ABA No.: 011 000 028
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Value Corporation Maryland 0.00% 30%
Portfolio- Credit
Suisse
International
Fund, Inc.*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Credit Suisse International Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Institutional - Value
Portfolio
Account Number: 0367218
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Japan Growth Corporation Maryland 0.04% 25%
Portfolio-Credit
Suisse
Institutional
Fund. Inc.**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Credit Suisse Institutional Fund. Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Institutional - Japan
Growth
Portfolio /TH13
Account Number: 70887682
Bank: Bank Street, Boston
ABA No.: 011 000 028
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Small Company Corporation Maryland 0.00% 30%
Value
Portfolio-Credit Suisse
Institutional
Fund. Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Credit Suisse Institutional Fund. Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Institutional - Small
Company Value Portfolio
Account Number: 0367226
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
International Massachusetts Massachusetts 1.42% 25%
Equity Business
Portfolio-Warburg, Trust
Pincus Trust**
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Trust
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Trust - International
Equity Portfolio/Th
Account Number: 7088754
Bank: State Street, Boston
ABA No.: 011 000 028
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Small Company Massachusetts Massachusetts 3.62% 30%
Growth Business
Portfolio-Warburg, Trust
Pincus Trust*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Trust
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Trust - Small Company Growth
Portfolio
Account Number: 0186117
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Emerging Massachusetts Massachusetts 0.07% 20%
Markets Business
Portfolio - Trust
Warburg,
Pincus Trust***
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Trust
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Trust-Emerging Markets
Portfolio/THO
Account Number: 70887591
Bank: State Street Boston
ABA No.: 011 000 028
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Global Massachusetts Massachusetts 0.47% 25%
Post-Venture Business
Capital Trust
Portfolio-Warburg,
Pincus Trust***
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Trust
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Global Post-Venture
Capital Portfolio
Account Number: 0367501
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Value Massachusetts Massachusetts 0.04% 30%
Portfolio - Business
Warburg, Trust
Pincus Trust*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Trust
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Trust - Value Portfolio
Account Number: 0367250
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Emerging Massachusetts Massachusetts 0.05% 10%
Growth Business
Portfolio - Trust
Warburg,
Pincus Trust*
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Warburg, Pincus Trust
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Warburg, Pincus Trust on
behalf of the Emerging Growth Portfolio
Account Number: 367616
Bank: PNC Bank
ABA No.: 031 000 053
Attn: Charles Geiser
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
The Brazilian Corporation Maryland 0.10% 10%
Equity Fund,
Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
The Brazilian Equity Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: The Brazilian Equity Fund
ABA No.: 021 000 089
BBH & Co
Account Number: 09250276
Ref A/C # 8106155
Attn: Bob Stewart
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
The Chile Corporation Maryland 0.49% 15%
Fund, Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
The Chile Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Chile Fund
Citibank, NY
ABA No.: 021 000 089
BBH & Co.
Account Number: 09250276
Ref A/C # 8106049
Attn: Bob Stewart
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
The Emerging Corporation Maryland 0.36% 10%
Markets
Telecommunications
Fund, Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
The Emerging Markets Telecommunications Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: The Emerging Markets
Telecommunications Fund, Inc.
Citibank, NY
ABA No.: 021 000 089
BBH & Co.
Account Number: 09250276
Ref A/C #8135204
Attn: Bob Stewart
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
The Emerging Corporation Maryland 0.41% 15%
Markets
Infrastructure
Fund, Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
The Emerging Markets Infrastructure Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Emerging Markets Infrastructure
Fund
Citibank, NY
ABA No.: 021 000 089
BBH & Co.
Account Number: 09250276
Ref A/C #8122780
Attn: Bob Stewart
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
The First Corporation Maryland 0.20% 15%
Israel Fund,
Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
The First Israel Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: First Israel Fund
Citibank, NY
ABA No.: 021 000 089
BBH & Co.
Account Number: 09250276
Ref A/C #8136038
Attn: Bob Stewart
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
The Indonesia Corporation Maryland 0.03% 10%
Fund, Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
The Indonesia Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Indonesia Fund
Citibank, NY
ABA No.: 021 000 089
BBH & Co.
Account Number: 09250276
Ref A/C #8145906
Attn: Bob Stewart
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
The Latin Corporation Maryland 0.28% 15%
America Equity
Fund, Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
The Latin America Equity Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Latin America Equity Fund, Inc.
Citibank, NY
ABA No.: 021 000 089
BBH & Co.
Account Number: 09250276
Ref A/C #8149320
Attn: Bob Stewart
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
The Latin Corporation Maryland 0.26% 15%
America
Investment
Fund, Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
The Latin America Investment Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: Latin America Investment Fund, Inc.
Citibank, NY
ABA No.: 021 000 089
BBH & Co.
Account Number: 09250276
Ref A/C #8149346
Attn: Bob Stewart
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Credit Suisse Corporation Maryland 0.54% 10%
Asset
Management
Income Fund,
Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Credit Suisse Asset Management Income Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: CSAM Income Fund, Inc.
Citibank, NY
ABA No.: 021 000 089
BBH & Co.
Account Number: 09250276
Ref A/C #6107494
Attn: Bob Stewart
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
Credit Suisse Asset Corporation Maryland 0.22% 15%
Management Strategic
Global Income Fund,
Inc.
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower by one or
more Borrower Agents for such Borrower as follows:
Credit Suisse Asset Management Strategic Global
Income Fund, Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
STANDING INSTRUCTIONS:
Account Name: CSAM Strategic Global Income Fund
Citibank, NY
ABA No.: 021 000 089
BBH & Co.
Account Number: 09250276
Ref A/C #6107486
Attn: Bob Stewart
SCHEDULE 1
Dated as of June 21, 2000
To
Credit Agreement, dated as of June 23, 1999 (as amended and in effect from time
to time, the "CREDIT AGREEMENT"), among each investment management company
listed on SCHEDULE 1 to the Credit Agreement, on behalf of itself and its
respective investment portfolios identified thereon; the Banks listed on
SCHEDULE 2 to the Credit Agreement; Deutsche Bank AG, New York Branch, as
administrative agent; Bank of Nova Scotia, as syndication agent; State Street
Bank and Trust Company, as operations agent and BNP Paribas, as documentation
agent
PERCENTAGE
JURISDICTION ALLOCATION OF
NAME AND ADDRESS FORM OF OF FEES AND
OF BORROWER ORGANIZATION ORGANIZATION EXPENSES BORROWING BASE
The Portugal Fund, Inc. Corporation Maryland 0.16% 10%
466 Lexington Avenue
New York, New York
10017
* Denotes Domestic Fund
** Denotes International Fund
*** Denotes Restricted Fund
To be executed on behalf of each Borrower
by one or more Borrower Agents for such
Borrower as follows:
The Portugal Fund, Inc.
By:
--------------------------------------------------
Name William Clark
Title: Secretary
STANDING INSTRUCTIONS:
Account Name: Portugal Fund
Citibank, NY
ABA No.: 021 000 089
BBH & Co.
Account Number: 09250276
Ref A/C #8159436
Attn: Bob Stewart
SCHEDULE 2
BANKS; ADDRESSES; FACILITY PERCENTAGES
(1) State Street Bank and Trust Company
Global Investor Credit Services Division
Mutual Fund Lending
Lafayette Corporate Center
2 Avenue de Lafayette, 2nd Floor
Boston, MA 02111
Fax: (617) 662-2325
Attention: Steven G. Caron, Vice President
Commitment Amount: $75,000,000
Facility Percentage: 21.42858%
(2) Deutsche Bank AG, New York Branch
31 West 52nd Street
New York, NY 10019
Fax: (212) 469-8346
Attention: Alan Krouk, Assistant Vice President
Commitment Amount: $75,000,000
Facility Percentage: 21.42858%
(3) The Bank of Nova Scotia
One Liberty Plaza
New York, NY 10006
Fax: (212) 225-5090
Attention: John Morale, Director
Commitment Amount: $50,000,000
Facility Percentage: 14.28571%
(4) BNP Paribas
499 Park Avenue, 2rd Floor
New York, NY 10022
Fax: (212) 415-9707
Attention: Ms. Marguerite L. Lebon, Assistant Vice President
Commitment Amount: $50,000,000
Facility Percentage: 14.28571%
(5) Den Danske Bank
280 Park Avenue
4th Floor - East Building
New York, NY 10017
Fax: (212) 370-1682
Attention: Mr. George Neofitidis
Commitment Amount: $50,000,000
Commitment Percentage: 14.28571%
(6) Credit Lyonnais
New York Branch
1301 Avenue of the Americas
New York, NY 10019
Fax: (212) 261-3438
Attention: Ms. Rosemarie Dicanto
Commitment Amount: $50,000,000
Commitment Percentage: 14.28571%
-2-
EXHIBIT A
EXHIBIT A
BORROWING REQUEST
(Committed Credit Loans)
TO: State Street Bank and Trust Company, as Operations Agent
Lafayette Corporate Center
2 Avenue de Lafayette, 2nd Floor
Boston, MA 02111
Attention: Stacey Gillet
Fax: (617) 662-2324
This Borrowing Request (Committed Credit Loans) is being delivered
pursuant to Section 2.04(a) of the Credit Agreement, dated as of June 23, 1999
(as amended and in effect from time to time, the "Credit Agreement") among each
investment management company listed on SCHEDULE 1 to the Credit Agreement [as
heretofore revised], on behalf of itself and its respective investment
portfolios identified thereon, including the undersigned (collectively, the
"BORROWERS"); the Banks listed on SCHEDULE 2 to the Credit Agreement [as
heretofore revised] (collectively, and together with State Street Bank and Trust
Company, in its capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG,
New York Branch, as administrative agent (the "ADMINISTRATIVE AGENT"); The Bank
of Nova Scotia, as syndication agent (the "SYNDICATION AGENT"); BNP Paribas, as
documentation agent (the "DOCUMENTATION AGENT"); and State Street Bank and Trust
Company, as operations agent (the "OPERATIONS AGENT"). Capitalized terms used
herein shall have the meanings described to them in the Credit Agreement. The
undersigned Borrower requests that a Committed Credit Loan be made by the Banks
to such Borrower on this date in the aggregate amount set forth below:
Name of Borrower:
-------------------------------
Date of Proposed Borrowing
[must be a Banking Day]:
-------------------------------
Amount of Loan Requested
[$1,000,000 or an integral
multiple thereof]: $
-------------------------------
In connection with the foregoing Borrowing Request, the undersigned hereby
certifies to the Operations Agent and the Banks as follows:
(a) The value of the Borrower's portfolio securities is
$_______________, the value of the Borrower's Total Assets is $_______________,
and the value of the Borrower's Net Assets is $_____________ (in each case
computed as of the close of business on the previous business day of the
Borrower in accordance with the terms of the Credit Agreement). [NOTE: The
aggregate Indebtedness of the Borrower in respect of Loans shall at no time
exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of any Borrower
that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in the case of
Warburg Pincus Global Post Venture Capital Fund, Inc., Warburg Pincus Global
Health Sciences Fund, Inc., Warburg Pincus High Yield Fund, Inc., and Global
Post Venture Capital Portfolio of Warburg Pincus Trust, and any Borrower that
is an International Fund, (iii) 20% of the Borrower's Net Assets, in the case
of any Borrower that is a Restricted Fund, and (iv) 15% of the Borrower's Net
Assets, in the case of any Borrower that is a Closed-End Fund.]
(b) The Borrower's aggregate Indebtedness, including the proposed
borrowing, is $____________________.
(c) After giving effect to the transactions contemplated by this
Borrowing Request on the date hereof, each of the conditions specified in
Section 6.02 of the Credit Agreement has been fulfilled.
(d) The Borrower will use the proceeds of the Committed Credit Loans
requested hereby solely for the purposes permitted under Section 4.08 of the
Credit Agreement.
(e) The requested borrowing is permitted under the Borrower's most
recent Prospectus.
(f) The proceeds of this borrowing, when added to the aggregate
principal amount of all Loans outstanding to the Borrower under the Credit
Agreement, do not exceed the Borrower's Borrowing Base.
(g) The proceeds of this borrowing, when added to the aggregate
principal amount of Loans outstanding to the Borrowers under the Credit
Agreement, do not exceed the Maximum Credit Amount.
(h) The proceeds of this borrowing, when added to the aggregate
principal amount of Committed Credit Loans outstanding to the Borrowers under
the Credit Agreement, do not exceed the Maximum Committed Credit Amount.
(i) The portion of the proceeds of this borrowing to be advanced by
State Street Bank, when added to the aggregate outstanding principal amount of
all Committed Credit Loans and Swing Line Loans made by State Street Bank to the
Borrowers under the Credit Agreement, does not exceed State Street Bank's
Commitment.
-2-
The undersigned Borrower Agent is an Authorized Officer of the Borrower.
DATE:
------------------------------- ------------------------------
(Name of Borrower)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
-3-
EXHIBIT B
EXHIBIT B
BORROWING REQUEST
(Swing Line Loans)
TO: State Street Bank and Trust Company,
as Swing Line Lender
Lafayette Corporate Center
2 Avenue de Lafayette, 2nd Floor
Boston, MA 02111
Attention: Stacey Gillet
Fax: (617) 662-2324
This Borrowing Request (Swing Line Loans ) is being delivered pursuant to
Section 3.03(a) of the Credit Agreement, dated as of June 23, 1999 (as amended
and in effect from time to time, the "Credit Agreement") among each investment
management company listed on SCHEDULE 1 to the Credit Agreement [as heretofore
revised], on behalf of itself and its respective investment portfolios
identified thereon, including the undersigned (collectively, the "BORROWERS");
the Banks listed on SCHEDULE 2 to the Credit Agreement [as heretofore revised]
(collectively, and together with State Street Bank and Trust Company, in its
capacity as Swing Line Lender, the "BANKS"); Deutsche Bank AG, New York Branch,
as administrative agent (the "ADMINISTRATIVE AGENT"); The Bank of Nova Scotia,
as syndication agent (the "SYNDICATION AGENT"); BNP Paribas, as documentation
agent (the "DOCUMENTATION AGENT"); and State Street Bank and Trust Company, as
operations agent (the "OPERATIONS AGENT"). Capitalized terms used herein shall
have the meanings described to them in the Credit Agreement. The undersigned
Borrower requests that a Swing Line Loan be made by the Swing Line Lender to
such Borrower on this date in the aggregate amount set forth below:
Name of Borrower:
-------------------------------
Date of Proposed Borrowing
[must be a Banking Day]:
-------------------------------
Amount of Loan Requested: $
-------------------------------
In connection with the foregoing Borrowing Request, the undersigned hereby
certifies to the Swing Line Lender as follows:
(a) The value of the Borrower's portfolio securities is
$_______________, the value of the Borrower's Total Assets is $_______________,
and the value of the Borrower's Net Assets is $_____________ (in each case
computed as of the close of business on the previous business day of the
Borrower in accordance with the terms of the Credit Agreement). [NOTE: The
aggregate Indebtedness of the Borrower in respect of Loans shall at no time
exceed (i) 33-1/3% of the Borrower's Net Assets, in the case of any Borrower
that is a Domestic Fund, (ii) 25% of the Borrower's Net Assets, in the case of
Warburg Pincus Global Post Venture Capital Fund, Inc., Warburg Pincus Global
Health Sciences Fund, Inc., Warburg Pincus High Yield Fund, Inc., and Global
Post Venture Capital Portfolio of Warburg Pincus Trust, and any Borrower that
is an International Fund, (iii) 20% of the Borrower's Net Assets, in the case
of any Borrower that is a Restricted Fund, and (iv) 15% of the Borrower's Net
Assets, in the case of any Borrower that is a Closed-End Fund.]
(b) The Borrower's aggregate Indebtedness, including the proposed
borrowing, is $____________________.
(c) After giving effect to the transactions contemplated by this
Borrowing Request on the date hereof, each of the conditions specified in
Section 6.02 of the Credit Agreement has been fulfilled.
(d) The Borrower will use the proceeds of the Swing Line Loan requested
hereby solely for the purposes permitted under Section 4.08 of the Credit
Agreement.
(e) The requested borrowing is permitted under the Borrower's most
recent Prospectus.
(f) The proceeds of this borrowing, when added to the aggregate
principal amount of all Loans outstanding to the Borrower under the Credit
Agreement, do not exceed the Borrower's Borrowing Base.
(g) The proceeds of this borrowing, when added to the aggregate
principal amount of Swing Line Loans outstanding to the Borrowers under the
Credit Agreement, do not exceed the Swing Line Amount.
(h) The proceeds of this borrowing, when added to the aggregate
principal amount of Loans outstanding to the Borrowers under the Credit
Agreement, do not exceed the Maximum Credit Amount.
(i) The proceeds of this borrowing, when added to the aggregate
outstanding principal amount of all Committed Credit Loans and Swing Line Loans
made by State Street Bank to the Borrowers under the Credit Agreement, does not
exceed State Street Bank's Commitment.
-2-
The undersigned Borrower Agent is an Authorized Officer of the Borrower.
DATE:
------------------------------- ------------------------------
(Name of Borrower)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
-3-
EXHIBIT C
EXHIBIT F
FORM FOR ADDITIONAL BORROWER
________________, 20__
To: State Street Bank and Trust Company, as Operations Agent,
and the Banks party to that certain Credit Agreement,
dated as of June 23, 1999, among the Borrowers,
the Banks, the Operations Agent, and certain other parties
Ladies and Gentlemen:
The undersigned [ Name of Borrower ] (the "COMPANY") hereby requests
pursuant to Article XIII of the Credit Agreement, dated as of June 23, 1999 (as
amended and in effect from time to time, the "CREDIT AGREEMENT"), among each
investment management company listed on SCHEDULE 1 to the Credit Agreement [as
heretofore revised], on behalf of itself and its respective investment
portfolios identified thereon (collectively, the "BORROWERS"); the Banks listed
on SCHEDULE 2 to the Credit Agreement [as heretofore revised] (collectively, and
together with State Street Bank and Trust Company, in its capacity as Swing Line
Lender, the "BANKS"); Deutsche Bank AG, New York Branch, as administrative agent
(the "ADMINISTRATIVE AGENT"); The Bank of Nova Scotia, as syndication agent (the
"SYNDICATION AGENT"); BNP Paribas, as documentation agent (the "DOCUMENTATION
AGENT"); and State Street Bank and Trust Company, as operations agent (the
"OPERATIONS AGENT"), that it be admitted as an additional Borrower under the
Credit Agreement and that SCHEDULE 1 to the Credit Agreement be revised in
accordance with Section 4.09 of the Credit Agreement to include the Company as
such in the form attached hereto which has been signed by one or more Borrower
Agents on behalf of each Borrower. Capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.
The Company hereby represents and warrants to the Operations Agent and the
Banks that as of the date hereof and after giving effect to the admission of the
Company as an additional Borrower under the Credit Agreement: (i) the
representations and warranties set forth in Article VII of the Credit Agreement
with respect to the existing Borrowers are true and correct with respect to the
Company after giving effect To the admission of the Company as a Borrower; (ii)
the Company 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 as of the date hereof and after giving effect to the admission; and
(iii) no Default with respect To the Company has occurred and is continuing.
The Company agrees to be bound by the terms and conditions of the Credit
Agreement in all respects as a Borrower thereunder and hereby assumes all of the
obligations of a Borrower thereunder.
Please indicate your assent to the admission of the Company as an
additional Borrower under the Credit Agreement by signing below where indicated.
[NAME OF BORROWER]
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
AGREED AND ACCEPTED:
STATE STREET BANK AND TRUST
COMPANY, in its individual capacity
and as Operations Agent
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
DEUTSCHE BANK AG, NEW YORK
BRANCH, in its individual capacity and
as Administrative Agent
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
-2-
THE BANK OF NOVA SCOTIA, in its
individual capacity and as Syndication Agent
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
BNP PARIBAS, in its individual capacity
and as Documentation Agent
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
CREDIT LYONNAIS
NEW YORK BRANCH
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
DEN DANSKE BANK
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
-3-