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EXHIBIT 10.1
THE PIONEER GROUP, INC.
CREDIT AGREEMENT
Amendment No. 8
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This Agreement, dated as of June 30, 1999, is among The Pioneer Group,
Inc., a Delaware corporation (the "Company"), certain of its subsidiaries listed
on the signature pages hereto, the Lenders (as defined in the Credit Agreement
referenced below) and BankBoston, N.A., f/k/a The First National Bank of Boston,
as agent (the "Agent") for itself and the other Lenders. The parties agree as
follows:
1. REFERENCE TO CREDIT AGREEMENT; DEFINITIONS. Reference is made to the
Credit Agreement dated as of June 6, 1996, among the Company, certain of its
subsidiaries, the Lenders and the Agent (as amended, modified and in effect
prior to giving effect to this Agreement, the "Credit Agreement"). Terms defined
in the Credit Agreement as amended hereby (the "Amended Credit Agreement") and
not otherwise defined herein are used herein with the meanings so defined.
Except as the context otherwise explicitly requires, the capitalized terms
"Section" and "Exhibit" refer to sections hereof and exhibits hereto.
2. AMENDMENTS TO CREDIT AGREEMENT. Subject to all of the terms and
conditions hereof and in reliance upon the representations and warranties set
forth in Section 3, the Credit Agreement is amended as follows, effective upon
the date (the "Amendment Date") that the conditions specified in Section 4 are
satisfied, which conditions must be satisfied no later than June 30, 1999 or
this Agreement shall be of no force or effect:
2.1. AMENDMENT TO SECTION 1.5. Section 1.5 of the Credit Agreement
is amended to read in its entirety as follows:
"1.5. "APPLICABLE RATE" means, at any date,
(1) with respect to any Loan
(a) for each portion of any Loan subject to a Pricing
Option, the sum of the Eurodollar Rate with respect
to such Pricing Option PLUS the Applicable Margin;
and
(b) for each other portion of any Loan, the Base Rate
PLUS the Applicable Margin;
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PLUS (2) in each case, an additional 2% effective on
the day the Agent notified (which notice the Agent
shall be required to give upon the written request
of the Required Lenders) the Company that the
interest rates hereunder are increasing as a result
of the occurrence of an Event of Default until the
earlier of such time as (i) such Event of Default is
no longer continuing or (ii) such Event of Default
is deemed no longer to exist, in each case pursuant
to Section 9.3."
2.2. AMENDMENT TO SECTION 1.26. Section 1.26 of the Credit
Agreement is amended to read in its entirety as follows:
"1.26. "BORROWER SUBSIDIARY" means Pioneer Investment Management,
Inc. (F/K/A PIONEERING MANAGEMENT CORPORATION) and Pioneer Management
(Ireland) Ltd., each of their Wholly Owned Subsidiaries and any other
Wholly Owned Subsidiary from time to time designated by the Company
and approved by the Required Lenders."
2.3. AMENDMENT TO SECTION 1.51. Section 1.51 of the Credit
Agreement is amended to read in its entirety as follows:
"1.51. "CORE MUTUAL FUND SUBSIDIARIES" means each of Pioneer
Investment Management, Inc. (F/K/A PIONEERING MANAGEMENT CORPORATION),
Pioneer Funds Distributor, Inc., Pioneering Services Corporation,
Pioneer Management (Ireland) Ltd., and any other Borrower Subsidiary
and any other Person which becomes a Subsidiary of the Company after
the date of this Agreement if such Person engages in activities
similar or related to the business conducted by any Core Mutual Fund
Subsidiary and is approved by the Required Lenders."
2.4. AMENDMENT TO SECTION 1.101. Section 1.101 of the Credit
Agreement is amended to read in its entirety as follows:
"1.101. "MAXIMUM AMOUNT OF REVOLVING CREDIT" means the lesser of (i)
$65,000,000 or such lesser amount to which the lending commitment of
the Lenders may be reduced pursuant to Section 4, and (ii) such amount
(in a minimum amount of $10,000,000 and an integral multiple of
$5,000,000) less than the Maximum Amount of Revolving Credit then in
effect as specified by irrevocable notice from the Company to the
Agent."
2.5. ADDITION OF SECTION 1.111A. A new Section 1.111A is added to
the Credit Agreement immediately following Section 1.111 of the Credit Agreement
to read in its entirety as follows:
"1.111A. "PGH NEBRASKA, INC." means a newly incorporated Delaware
company and a Wholly Owned Subsidiary, which principally shall purchase
assets from and lease such assets back to Pioneering Services
Corporation."
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2.6. AMENDMENT TO SECTION 1.112. Section 1.112 of the Credit
Agreement is amended to read in its entirety as follows:
"1.112. "PIONEER GOLDFIELDS ENTITIES" means Pioneer Goldfields
Holdings, Inc., Pioneer Goldfields II Limited, PGH Nebraska, Inc.,
Pioneer Goldfields Trust, Pioneer Goldfields Limited and Teberebie
Goldfields Limited."
2.7. ADDITION OF SECTIONS 1.112A AND 1.112B. New Sections 1.112A
and 1.112B are added to the Credit Agreement immediately following Section 1.112
of the Credit Agreement each to read in its entirety as follows:
"1.112A. "PIONEER GOLDFIELDS II LIMITED" means a newly incorporated
Channel Islands company to be domesticated in the United States and a
Wholly Owned Subsidiary."
"1.112B. "PIONEER GOLDFIELDS TRUST" means a newly formed Massachusetts
business investment trust and a Wholly Owned Subsidiary."
2.8. AMENDMENT TO SECTION 1.120. Section 1.120 of the Credit
Agreement is amended to read in its entirety as follows:
"1.120. "REVOLVING FINAL MATURITY DATE" means March 31, 2001."
2.9. AMENDMENT TO SECTION 7.4.3. Section 7.4.3 of the Credit
Agreement is amended to read in its entirety as follows:
"(h) As soon as prepared and in any event within five days of the end
of each week or five Banking Days of the end of each month, as
applicable, updated actual and forecasted weekly cash flows (or monthly
cash flows if requested by the Agent) for the period commencing July 1,
1999 through March 31, 2001, or such earlier end date as determined by
the Agent."
2.10. AMENDMENT TO SECTION 7.5.3. Section 7.5.3 of the Credit
Agreement is amended to read in its entirety as follows:
"7.5.3. CONSOLIDATED TANGIBLE NET WORTH. Consolidated Tangible Net
Worth shall:
(a) on June 30, 1999, equal or exceed $120,000,000, increased
by an amount equal to 50% of the after-tax gain on the sale or
disposition of assets or capital stock of Pioneer Goldfields Entities;
(b) on and after July 1, 1999, and through December 30, 1999,
at all times equal or exceed $120,000,000; PROVIDED, HOWEVER, that on
the first day of each fiscal
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quarter of the Company beginning with the fiscal quarter ending
September 30, 1999, such dollar amount shall be increased by an amount
equal to 50% of the sum of (i) the Consolidated Net Income (only if in
excess of zero) for each of the fiscal quarters ended since July 1,
1999 and (ii) the after-tax gain on the sale or disposition of assets
or capital stock of Pioneer Goldfields Entities,
(c) on and after December 31, 1999, and through June 29, 2000,
at all times equal or exceed the greater of (i) $125,000,000 or (ii)
$120,000,000, increased on the first day of each fiscal quarter of the
Company beginning with the fiscal quarter ending December 31, 1999, by
an amount equal to 50% of the sum of (A) the Consolidated Net Income
(only if in excess of zero) for each of the fiscal quarters ended since
July 1, 1999 and (B) the after-tax gain on the sale or disposition of
assets or capital stock of Pioneer Goldfields Entities, and
(d) on and after June 30, 2000, and through March 31, 2001, at
all times equal or exceed the greater of (i) $130,000,000 or (ii)
$120,000,000, increased on the first day of each fiscal quarter of the
Company beginning with the fiscal quarter ending June 30, 2000, by an
amount equal to 50% of the sum of (A) the Consolidated Net Income (only
if in excess of zero) for each of the fiscal quarters ended since July
1, 1999 and (B) the after-tax gain on the sale or disposition of assets
or capital stock of Pioneer Goldfields Entities."
2.11. AMENDMENT TO SECTION 7.9.1. Section 7.9.1 of the Credit
Agreement is amended to read in its entirety as follows:
"7.9.1. Investments of the Company and each Subsidiary of the Company
that is not a Core Mutual Fund Subsidiary; PROVIDED, HOWEVER, that
immediately before and after giving effect to such Investment, no
Default exists; PROVIDED, FURTHER, that (a) on and after July 1, 1999
and through March 31, 2000, the Company and any Subsidiary will only
have outstanding, acquire, commit itself to acquire or hold any new
Investments, including Guarantees permitted by Section 7.7, in the
Company's or any Subsidiary's international operations that in the
aggregate will not exceed $20,000,000 and (b) on and after April 1,
2000 and through March 31, 2001, the Company and any Subsidiary will
only have outstanding, acquire, commit itself to acquire or hold any
new Investments (in addition to the new Investments permitted under the
foregoing clause (a)), including Guarantees permitted by Section 7.7,
in the Company's or any Subsidiary's international operations that in
the aggregate will not exceed $20,000,000."
2.12. AMENDMENT TO SECTION 7.9.7. Section 7.9.7 of the Credit
Agreement is amended to read in its entirety as follows:
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"7.9.7. Guarantees permitted by Section 7.7; PROVIDED, HOWEVER, that on
and after July 1, 1999 and through March 31, 2000, the Company and any
Subsidiary will only have outstanding, acquire, commit itself to
acquire or hold any new Guarantees in the Company's or any Subsidiary's
international operations that in the aggregate, together with other new
Investments, will not exceed $20,000,000; PROVIDED, FURTHER, that on
and after April 1, 2000 and through March 31, 2001, the Company and any
Subsidiary will only have outstanding, acquire, commit itself to
acquire or hold any new Guarantees (in addition to the new Guarantees
permitted under the foregoing proviso) in the Company's or any
Subsidiary's international operations that in the aggregate, together
with other new Investments, will not exceed $20,000,000."
2.13. AMENDMENT TO SECTION 7.11.3. Section 7.11.3 of the Credit
Agreement is amended to read in its entirety as follows:
"7.11.3. Subject to Section 9.1.13, any of the Pioneer
Goldfields Entities may be merged with or liquidated into the Company,
or may be merged with, liquidated into or contributed to any of the
other Pioneer Goldfields Entities."
2.14. AMENDMENT TO SECTION 7.11.4. Section 7.11.4 of the Credit
Agreement is amended to read in its entirety as follows:
"7.11.4. Other than as provided in Section 7.11.6, the Company
and each Subsidiary of the Company which is not a Core Mutual Fund
Subsidiary or a Pioneer Goldfields Entity may enter into a merger,
consolidation, sale, lease, sale and leaseback, sublease or other
disposition of its assets, PROVIDED that immediately before and after
giving effect to such transaction, no Default exists; and PROVIDED
FURTHER that any sale of equity interests in any of the Pioneer
Goldfields Entities shall be in accordance with Section 7.11.5."
2.15. ADDITION OF SECTION 7.11.6. A new Section 7.11.6 is added to
the Credit Agreement (Mergers, Consolidations and Dispositions of Assets)
immediately after Section 7.11.5 of the Credit Agreement to read in its entirety
as follows:
"7.11.6. Pioneering Services Corporation, a Wholly Owned
Subsidiary, may enter into a sales and lease back transaction with PGH
Nebraska, Inc., a Wholly Owned Subsidiary."
2.16. AMENDMENT TO EXHIBIT 8.1. Exhibit 8.1 of the Credit Agreement
(The Pioneer Group and its Subsidiaries) is amended to read in its entirety as
set forth on Exhibit 8.1 hereto.
2.17. AMENDMENT TO EXHIBIT 11.1. Exhibit 11.1 of the Credit
Agreement (Percentage Interests) is amended to read in its entirety as set forth
on Exhibit 11.1 hereto.
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3. REPRESENTATIONS AND WARRANTIES. In order to induce the Lenders to enter
into this Agreement, each of the Company and the Guarantors represents and
warrants to each of the Lenders that:
3.1. LEGAL EXISTENCE, ORGANIZATION. Each of the Company and its
Subsidiaries is duly organized and validly existing and in good standing under
the laws of the jurisdiction of its incorporation, with all power and authority,
corporate or otherwise, necessary to (i) enter into and perform this Agreement,
the Amended Credit Agreement and each other Credit Document to which it is party
and (ii) own its properties and carry on the business now conducted or proposed
to be conducted by it. Each of the Company and its Subsidiaries has taken, or
shall have taken on or prior to the Amendment Date, all corporate or other
action required to make the provisions of this Agreement, the Amended Credit
Agreement and each other Credit Document to which it is party the valid and
enforceable obligations they purport to be.
3.2. ENFORCEABILITY. The Company and each of its Subsidiaries which
are signatories hereto have duly executed and delivered this Agreement. Each of
this Agreement and the Amended Credit Agreement is the legal, valid and binding
obligation of the Company and such Subsidiaries and is enforceable in accordance
with its terms.
3.3. NO LEGAL OBSTACLE TO AGREEMENTS. Neither the execution,
delivery or performance of this Agreement, nor the performance of the Amended
Credit Agreement, nor the consummation of any other transaction referred to in
or contemplated by this Agreement or the Amended Credit Agreement, nor the
fulfillment of the terms hereof or thereof, has constituted or resulted in or
will constitute or result in:
(1) any breach or termination of the provisions of any
agreement, instrument, deed or lease to which the Company or any
Subsidiary is a party or by which it is bound, or of the Charter or
By-laws of the Company or any Subsidiary;
(2) the violation of any law, judgment, decree or governmental
order, rule or regulation applicable to the Company or any Subsidiary;
(3) the creation under any agreement, instrument, deed or
lease of any Lien upon any of the assets of the Company or any
Subsidiary; or
(4) any redemption, retirement or other repurchase obligation
of the Company or any Subsidiary under any Charter, By-law, agreement,
instrument, deed or lease.
No approval, authorization or other action by, or declaration to or filing with,
any governmental or administrative authority or any other Person is required to
be obtained or made by the Company or any Subsidiary in connection with the
execution, delivery and
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performance of this Agreement or the performance of the Amended Credit
Agreement, or the consummation of the transactions contemplated hereby or
thereby.
3.4. NO DEFAULT. Immediately prior to and after giving effect to
the amendments set forth in Section 2, no Default will exist.
3.5. INCORPORATION OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties set forth in Section 8 of the Credit Agreement,
or in the case of the Guarantors, Section 6.6 of the Credit Agreement are true
and correct on the date hereof as if originally made on and as of the date
hereof (except to the extent any representation or warranty refers to a specific
earlier date).
4. CONDITIONS. The effectiveness of this Agreement shall be subject to the
satisfaction of the following conditions:
4.1. OFFICER'S CERTIFICATE. The representations and warranties
contained in Section 3 shall be true and correct as of the Amendment Date with
the same force and effect as though originally made on and as of such date; no
Default shall exist on the Amendment Date immediately prior to and after giving
effect to this Agreement; as of the Amendment Date, no Material Adverse Change
shall have occurred; and the Company shall have furnished to the Agent on the
Amendment Date a certificate to these effects, in substantially the form of
Exhibit 4.1, signed by an Executive Officer or a Financial Officer.
4.2. PROPER PROCEEDINGS. All proper corporate proceedings shall
have been taken by each of the Company and the Subsidiaries to authorize this
Agreement, the Amended Credit Agreement and the transactions contemplated hereby
and thereby. The Agent shall have received copies of all documents, including
legal opinions of counsel and records of corporate proceedings which the Agent
may have requested in connection therewith, such documents, where appropriate,
to be certified by proper corporate or governmental authorities.
4.3. EXECUTION BY LENDERS. The Lenders owning at least a majority
of the Percentage Interests under the Credit Agreement shall have executed and
delivered this Agreement to the Company.
4.4. FEES.
(a) In consideration for entering into this Agreement, the Company
shall have paid to the Agent for the account of the Lenders, in accordance with
the Lenders' Percentage Interests, an amount equal to 0.25% of the Maximum
Amount of Revolving Credit.
(b) The Company shall have paid all fees due to the Agent or other
lenders and all reasonable fees and disbursements of Ropes & Gray, special
counsel to the Lenders.
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5. FURTHER ASSURANCES. Each of the Company and the Subsidiaries will,
promptly upon request of the Agent from time to time, execute, acknowledge and
deliver, and file and record, all such instruments and notices, and take all
such action, as the Agent deems necessary or advisable to carry out the intent
and purposes of this Agreement.
6. GENERAL. The Amended Credit Agreement and all of the other Credit
Documents are each confirmed as being in full force and effect. This Agreement,
the Amended Credit Agreement and the other Credit Documents referred to herein
or therein constitute the entire understanding of the parties with respect to
the subject matter hereof and thereof and supersede all prior and current
understandings and agreements, whether written or oral, with respect to such
subject matter. The invalidity or unenforceability of any provision hereof shall
not affect the validity or enforceability of any other term or provision hereof.
The headings in this Agreement are for convenience of reference only and shall
not alter, limit or otherwise affect the meaning hereof. Each of this Agreement
and the Amended Credit Agreement is a Credit Document and may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns, including as such successors and assigns all holders of
any Notes. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS (OTHER THAN THE CONFLICT OF LAWS RULES) OF THE COMMONWEALTH OF
MASSACHUSETTS.
(The rest of this page left intentionally blank)
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Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.
THE PIONEER GROUP, INC. PIONEERING SERVICES CORPORATION
By /s/ Eric W. Reckard By /s/ Eric W. Reckard
Title: Exec. VP, CFO and Treasurer Title: Treasurer
60 State Street 60 State Street
Boston, Massachusetts 02109-1820 Boston, Massachusetts 02109-1820
PIONEER INVESTMENT MANAGEMENT, INC.
By /s/ Eric W. Reckard
Title: Treasurer
60 State Street
Boston, Massachusetts 02109-1820
PIONEER MANAGEMENT (IRELAND) LTD.
By /s/ John F. Cogan, Jr.
Title: Director
60 State Street
Boston, Massachusetts 02109-1820
PIONEER FUNDS DISTRIBUTOR, INC.
By /s/ Eric W. Reckard
Title: Treasurer
60 State Street
Boston, Massachusetts 02109-1820
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BANKBOSTON, N.A.
By /s/ Stewart P. Neff
Title: Managing Director
Financial Institutions Division
100 Federal Street - 15th Floor
Boston, Massachusetts 02110
Telecopy: (617) 434-1537
Telex: 940581
THE BANK OF NEW YORK
By /s/ Scott H. Buitekant
Title: Vice President
One Wall Street, 17th Floor
Mutual Fund Banking Division
New York, NY 10286
Telecopy: (212) 635-6348
Telex:
SOCIETE GENERALE
By /s/ Dabney G. Treacy
Title: Vice President
1221 Avenue of the Americas
New York, New York 10020
Telecopy: (212) 278-7153
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STATE STREET BANK & TRUST COMPANY
By: /s/ Michael St. Jean
Title: Vice President
225 Franklin Street, 8th Floor
Asset-Based Finance
Boston, MA 02110
Telecopy: (617) 338-4041
BANQUE NATIONALE DE PARIS
By: /s/ Marguerite L. Lebon /s/ Laurent Vanderzyppe
Title: Asst VP Vice President
499 Park Avenue, 2nd Floor
New York, 10022
Telecopy: (212) 415-9707
MELLON BANK, N.A.
By: /s/ John R. Cooper
Title: Vice President
One Mellon Bank Center
Mail Code: 1510370
Pittsburgh, PA 15258
Telecopy: (412) 234-8087
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OFFICER'S CERTIFICATE
Pursuant to Section 4.1 of Amendment No. 8 to Credit Agreement dated as
of June 30, 1999 (the "Amendment") among The Pioneer Group, Inc., a Delaware
corporation (the "Company"), certain of its subsidiaries signatories thereto,
the Lenders and BankBoston, N.A., f/k/a The First National Bank of Boston, as
agent (the "Agent") for itself and the other Lenders, which amends the Credit
Agreement dated as of June 6, 1996 (as amended, modified and in effect after
giving effect to the Amendment, the "Credit Agreement"), among the Company,
certain of its subsidiaries signatories thereto, the Lenders and the Agent, the
Company hereby certifies that the representations and warranties contained in
Section 3 of the Amendment are true and correct on and as of the date hereof
with the same force and effect as though originally made on and as of the date
hereof; no Default exists on the date hereof or will exist after giving effect
to the Amendment; as of the date hereof, no Material Adverse Change has
occurred; and, as of the date hereof, the aggregate investment assets under
management by the Company and its Subsidiaries equals or exceeds
$15,000,000,000.
Terms defined in the Amendment and not otherwise defined herein are
used herein with the meanings so defined.
This certificate has been executed by a duly authorized Executive
Officer or Financial Officer this 30th day of June, 1999.
THE PIONEER GROUP, INC.
By _________________________________
Name:
Title:
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JURISDICTION OF
NAME(1) INCORPORATION ADDRESS JURISDICTION(S)
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The Pioneer Group, Inc. Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109
Pioneer Investment Delaware 60 State Street Massachusetts
Management, Inc. (f/k/a Boston, Massachusetts 02109
Pioneering Management
Corporation)(2)
Pioneer Funds Distributor, Inc.(3) Massachusetts 60 State Street Massachusetts
Boston, Massachusetts 02109
Pioneering Services Corporation(4) Massachusetts 60 State Street Massachusetts
Boston, Massachusetts 02109
Pioneer Capital Corporation Massachusetts 60 State Street Massachusetts
(in liquidation) Boston, Massachusetts 02109
Pioneer SBIC Corporation Massachusetts 60 State Street Massachusetts
(in liquidation) Boston, Massachusetts 02109
Pioneer Associates, Inc. Massachusetts 60 State Street Massachusetts
(in liquidation) Boston, Massachusetts 02109
Pioneer Plans Corporation Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109
PIOGlobal Corporation Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109
Pioneer Metals and Technology, Delaware 60 State Street Massachusetts
Inc. Boston, Massachusetts 02109
Pioneer Investments Corporation Massachusetts 60 State Street Massachusetts
Boston, Massachusetts 02109
Pioneer International Corporation Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109 Switzerland
Moscow, Russia
Pioneer Ventures Limited Massachusetts 60 State Street Massachusetts
Partnership (in liquidation) Boston, Massachusetts 02109
Pioneer Global Funds Bermuda Cedar House Bermuda
Distributor, Ltd.(5) 41 Cedar Avenue
Hamilton
Bermuda
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JURISDICTION OF
NAME(1) INCORPORATION ADDRESS JURISDICTION(S)
------- --------------- ------- ---------------
Pioneer Real Estate Advisors, Delaware 60 State Street Massachusetts
Inc. Boston, Massachusetts 02109 Moscow, Russia
Pioneer Explorer, Inc. Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109
Pioneer Omega, Inc. Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109
Pioneer First Russia, Inc. Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109
Luscinia, Inc. Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109
Theta Enterprises, Inc. Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109
Pioneer Forest, Inc. Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109
Pioneer Goldfields Holdings, Delaware c/o Belfing, Lyons & Shuyman Delaware
Inc.(6) 200 West Ninth Street Plaza
Box 2105
Wilmington, Delaware 19899
PGH Nebraska, Inc.(7) Delaware 60 State Street Delaware
Boston, Massachusetts 02109 Nebraska
PGIA Corp. Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109
Pioneer Goldfields Limited(8) Guernsey, 7 New Street Guernsey,
Channel Islands St. Peter Port Channel Islands
Guernsey GYI 4BZ
Channel Islands
Pioneer Goldfields Trustees Guernsey, 7 New Street Guernsey,
Limited (in liquidation) Channel Islands St. Peter Port Channel Islands
Guernsey GYI 4BZ
Channel Islands
Teberebie Goldfields Limited(9) Republic of Ghana P.O. Box 6 Republic of Ghana
Tarkwa--Wassaw
Ghana, West Africa
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JURISDICTION OF
NAME(1) INCORPORATION ADDRESS JURISDICTION(S)
------- --------------- ------- ---------------
PIOGlobal Insurance Bermuda c/o Skandia International Bermuda
Company Limited Front Street
Hamilton
Bermuda
Pioneer Fonds Marketing Germany Platzl 4 Germany
GmbH 80331 Munich
Germany
Pioneer Management Ireland 2/4 Ely Place Ireland
(Ireland) Limited(10) Dublin 2 Germany
Ireland
Pioneer First Polish Poland Intraco Building Poland
Investment Fund Joint-Stock ul.Stawki 2, 29 Pietro
Company, s.a. 00-193 Warsaw
Poland
Pioneer Real Estate Poland Intraco Building Poland
Advisors Sp z.o.o ul.Stawki 2,29 Pietro
00-193 Warsaw
Poland
Pioneer Financial Services Poland ul.Wynalazek 6 Poland
Limited 02-677 Warsaw
Poland
Pioneer Czech Investment Czech Republic Betlem Palais Czech Republic
Company, a.s. ul.Husova 5
110-00 Prague 1
Czech Republic
Closed Joint Stock Russian Federation Vasilevsky Island Russian
Company "Pioneer Metals 21st Line, 8a Federation
International" St. Petersburg 199026
Russian Federation
Closed Joint-Stock Russian Federation 1 Alleya Truda Russian
Company "Forest-Starma" Komsomolsk-on-Amur Federation
Khabarovsk Territory 681000
Russian Federation
Closed Joint-Stock Russian Federation 1 Chekhov Street Russian
Company "Starma-Port" Apt. 3 Federation
Vanino 682860
Khabarousk Territory
Russian Federation
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JURISDICTION OF
NAME(1) INCORPORATION ADDRESS JURISDICTION(S)
------- --------------- ------- ---------------
Closed Joint-Stock Russian Federation 8 Leo Tolstoy Street Russian
Company "Dalplaz" Khabarousk territory 680000 Federation
Russian Federation
Closed Joint-Stock Russian Federation 4 Koprovaya Street Russian
Company "Starma-Holding" Komsomalsk-on-Amur Federation
Khabarousk territory 681005
Russian Territory
Closed Joint-Stock Russian Federation Briakan Village Russian
Company "Amgun-Forest" Polino Osipenko Region Federation
Khabarovsk Territory 680000
Russian Federation
Closed Joint-Stock Russian Federation Udinsk Village Russian
Company "Udinskoye" Polina Osipenko Region Federation
Khabarovsk Territory 682391
Russian Federation
Closed Joint Stock Russian Federation Leo Tolstoy Street Russian
Company "Tas-Yurjah" Khabarovsk Territory 680000 Federation
Mining Company Russian Federation
Closed Joint-Stock Russian Federation Repina Street, 6 Russian
Company "Pioneer Starma Khabarovsk Territory 680003 Federation
Equipment" Russian Federation
"Pioneer Investments" Russian Federation Gazetny per., 5 Russian
Building 3 Federation
Moscow 103918
Russian Federation
Closed Joint Stock Russian Federation Meridian Commercial Tower Russian
Company "Pioneer Securities" ul.Smolnaya 24D Federation
Moscow 125445
Russian Federation
Closed Joint Stock Company Russian Federation Meridian Commercial Tower Russian
Management Company ul.Smolnaya 24D Federation
Moscow 125445
Russian Federation
First Investment Fund Russian Federation Trubnikovsky per., 2 1/2 Russian
Moscow, 121069 Federation
Russian Federation
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JURISDICTION OF
NAME(1) INCORPORATION ADDRESS JURISDICTION(S)
------- --------------- ------- ---------------
Closed Joint Stock Company Russian Federation Meridian Commercial Tower Russian
"Pioneer Services" ul.Smolnaya 24D Federation
Moscow 125445
Russian Federation
Pioneering Management (Jersey) Jersey, Channel Islands c/o Abacus Asset Management Ltd. Jersey, Channel Islands
Limited La Motte Chambers Poland
St. Helier
Jersey JE1 1BJ
Channel Islands
Pioneer Poland U.S. Jersey, Channel Islands c/o Abacus Asset Management Ltd. Jersey, Channel Islands
(Jersey) Limited La Motte Chambers Poland
St. Helier
Jersey JE1 1BJ
Channel Islands
UKS Securities Ltd. United Kingdom c/o Brobeck Hale & Dorr United Kingdom
International
Veritas House
125 Finsbury Pavement
London EC2A 1NQ
England
AS Holdings, Inc. Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109
Pioneer Polski Dom Poland Intraco Building Poland
Maklerski, S.A. ul. Stawki 2, 29 Pietro
00-193 Warsaw
Poland
Pioneer Investments Poland Poland Intraco Building Poland
Limited ul. Stawki 2, 29 Pietro
00-193 Warsaw
Poland
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JURISDICTION OF
NAME(1) INCORPORATION ADDRESS JURISDICTION(S)
------- --------------- ------- ---------------
Mercury Facilities Russian Federation Meridian Commercial Tower Russian
Management Limited ul.Smolnaya 24D Federation
(Joint Stock Company) Moscow 125445
Russian Federation
Pioneer Poland GP Delaware c/o Pioneer Poland Delaware
Limited Partnership U.S. Jersey Limited
c/o Abacus Asset Management Ltd.
La Motte Chambers
St. Helier
Jersey JE1 1BJ
Channel Islands
ISC Holdings, Inc. Delaware 60 State Street Massachusetts
Boston, Massachusetts 02109
ISC (Ireland) Limited Ireland 2/4 Ely Place Ireland
(in liquidation) Dublin
Ireland
Closed Joint Stock Company Russian Federation Vasilevsky Island Russian
"Gradient" 21st Line, 8a Federation
St. Petersburg 199026
Russian Federation
Pioneer Czech Financial Company, Czech Republic Betlem Palais Czech Republic
s.r.o. ul.Husova 5
110-00 Prague 1
Czech Republic
Pioneer Goldfields II Limited(11) Channel Islands c/o Carey & Langlois Channel Islands
Delaware 7 New Street Delaware
St. Peter Port
Guernsey Channel Islands
Pioneer Goldfields Trust(12) Massachusetts 60 State Street Massachusetts
Boston, MA 02109
Beijing Pioneer Zhong People's Republic Suite 502-2 People's Republic
Investment Consulting of China Hua Cheng Mansion of China
Co., Ltd. No. 2 Da Hua Road
Beijing
China 10005
(1) Unless otherwise noted, each corporation conducts business under its own
name.
(2) 2,000 shares of Common Stock authorized, 1,999 shares issued and
outstanding. All shares issued to The Pioneer Group, Inc.
(3) 100,000 shares of Common Stock authorized, 100 shares issued and
outstanding. All shares issued to Pioneer Investment Management, Inc.
(4) 15,000 shares of Common Stock authorized, 1,000 shares issued and
outstanding. All shares issued to The Pioneer Group, Inc.
(5) 12,000 shares of Common Stock, $1.00 per share, authorized and
outstanding. All shares issued to Pioneer Funds Distributor, Inc.
(6) 1,000 shares of Common Stock, $0.01 per share, authorized, issued and
outstanding. All shares issued to The Pioneer Group, Inc.
(7) 1,000 shares of Common Stock, $0.01 per share, authorized; 100 shares issued
and outstanding. All shares issued to The Pioneer Group, Inc.
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(8) 75,000,000 Ordinary Shares authorized, issued and outstanding, 74,997,000
shares issued to Pioneer Goldfields Holdings, Inc. and 3,000 shares issued
to C.L. Nominees Limited as nominee for Pioneer Goldfields Holdings, Inc.
(9) 10,000,000 Ordinary Shares authorized, consisting of 9,000,000 authorized
Class "A" Shares and 1,000,000 authorized Class "B" shares. 1,860,000 Class
"A" Shares issued to Pioneer Goldfields Limited and 206,667 Class "B"
Shares issued to the Government of Ghana.
(10) 1,000,000 Ordinary Shares authorized, 700,000 shares issued and
outstanding, 699,999 shares issued to The Pioneer Group, Inc. and 1 share
to Lower Mount Limited as nominee for The Pioneer Group, Inc.
(11) US $10.00 divided into 1,000 shares of US $0.01 each. Two shares issued to
PGH Nebraska, Inc.
(12) 100 units authorized, issued and outstanding. All units issued to PGH
Nebraska, Inc.
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CURRENT PROPOSED
BANK % of COMMITMENT COMMITMENT
NAME COMMITMENT ($) ($)
---- ---------- --- ---
BankBoston 26.08696% 20,869,565.21 16,956,521.73
Mellon 21.73913% 17,391,304.35 14,130,434.78
State Street 17.39130% 13,913,043.48 11,304,347.83
Societe Generale 13.04348% 10,434,782.61 8,478,260.87
Bank of New York 13.04348% 10,434,782.61 8,478,260.87
Banque Nationale de Paris 8.69565% 6,956,521.74 5,652,173.91
---------- ------------- -------------
Total 100.00000% 80,000,000 65,000,000