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Exhibit (b)(3)
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (this "SECOND AMENDMENT") is
entered into as of this 20TH day of June, 2001, by and among each investment
management company identified on the signature pages hereof, on behalf of itself
or its respective investment portfolios identified thereon, severally and not
jointly (collectively, the "BORROWERS", and each individually a "BORROWER");
each Bank identified on the signature pages hereof (collectively, and together
with State Street Bank and Trust Company, in its capacity as Swing Line Lender,
the "BANKS", each individually a "BANK"); Deutsche Bank AG, New York Branch, not
individually but in its separate capacities as administrative agent for the
Banks (in such capacity, the "ADMINISTRATIVE AGENT") and documentation agent for
the Banks (in such capacity, the "DOCUMENTATION AGENT"); BNP Paribas, not
individually but in its separate capacity as syndication agent for the Banks (in
such capacity, the "SYNDICATION AGENT"); and State Street Bank and Trust
Company, not individually but in its separate capacity as operations agent for
the Banks (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 that certain Credit Agreement, dated
as of June 23, 1999, as amended by a First Amendment thereto dated as of June
21, 2000 (as so amended, the "CREDIT AGREEMENT"), by and among certain of the
Borrowers (the "ORIGINAL BORROWERS"), certain of the Banks (the "ORIGINAL
BANKS") and the Agents.
RECITALS
WHEREAS, the Original Borrowers, the Original Banks and the Agents
previously executed the Credit Agreement;
WHEREAS, certain of the Original Borrowers terminated their
participation in the Credit Agreement and are no longer borrowers thereunder;
WHEREAS, the remaining Original Borrowers (collectively, the "EXISTING
BORROWERS", and each individually an "EXISTING BORROWER"), the Banks and the
Agents wish to amend the Credit Agreement to decrease the Maximum Committed
Credit Amount by One Hundred Fifty Million Dollars ($150,000,000) to Two Hundred
Million Dollars ($200,000,000), and to eliminate The Bank of Nova Scotia and
Credit Lyonnais New York Branch as banks party thereto;
WHEREAS, the Existing 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 Banks and the Agents are willing to renew the credit
facilities made available thereby upon the terms and subject to the conditions
set forth herein;
WEHREAS, the Existing Borrowers, the Banks and the Agents desire to
further amend the Credit Agreement to add Credit Suisse Warburg Pincus Blue Chip
Fund, Credit Suisse Warburg Pincus Small Company Value Fund, and Credit Suisse
Warburg Pincus Value Fund,
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each being a Portfolio of Credit Suisse Warburg Pincus Capital Funds, a
Massachusetts business trust, Credit Suisse Warburg Pincus High Income Fund and
Credit Suisse Warburg Pincus International Equity II Fund, each being a
Portfolio of Credit Suisse Warbug Pincus Opportunity Funds, a Delaware business
trust, Credit Suisse Warburg Pincus Technology Fund, being a Portfolio of Credit
Suisse Warburg Pincus Select Funds, a Delaware business trust, Credit Suisse
Warburg Pincus Aggressive Growth Fund, Inc., a Maryland corporation, Credit
Suisse Warburg Pincus Global Financial Services Fund, Inc., a Maryland
corporation, and Credit Suisse Warburg Pincus Global New Technologies Fund,
Inc., a Maryland corporation (collectively, the "ADDITIONAL BORROWERS" and
individually, an "ADDITIONAL BORROWER"), as parties thereto;
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 seventh through tenth lines of the definition of "Indebtedness";
and (ii) substituting in lieu thereof the following:
"...owned or acquired subject thereto; (iii) all liabilities with
respect to which assets of the Person have been segregated, whether or
not the liability secured thereby shall have been assumed, including,
without limitation, any cash or securities held or otherwise pledged as
collateral in connection with any short sales transactions, the amount
of such Indebtedness to be the greater of the liability secured thereby
or the aggregate value of the assets so segregated or otherwise held or
pledged as collateral therefor; and (iv) all guaranties, endorsements
and other contingent..."
(b) Section 1.01 of the Credit Agreement is hereby further 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 12:00 noon (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.
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which in the first instance shall be $200,000,000, 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 $200,000,000, 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 $55,000,000."
(c) Section 1.01 of the Credit Agreement is still further
amended by inserting the following defined term in proper alphabetical order:
"COMMITMENT FEE" shall have the meaning specified in
Section 5.01(a) hereof
(d) Section 1.01 of the Credit Agreement is still further
amended by deleting the definitions of "ALLOCATION FEE", "CLOSED-END FUND",
"DOMESTIC FUND", "FACILITY FEE", "INTERNATIONAL FUND", "PFPC TRUST", and
"RESTRICTED FUND" in their entirety.
(e) 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 commitment fee (the "COMMITMENT FEE") for
the period commencing June 20, 2001 to and including the termination
of the Commitments hereunder equal to ten (10) basis points (1/10
of 1%) per annum of the average daily unused portion of the
Commitments without reduction for outstanding Swing Line Loans. The
Commitment 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 July 15, 2001, 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. With respect to each quarterly payment, the
Commitment Fee shall be computed on the basis of the average daily
unused portion of the Commitments during such quarter or shorter
period without reduction for Swing Line Loans outstanding during
such period."
(f) Section 5.01 of the Credit Agreement is further amended by:
(i) deleting all references to "Facility Fee" and "Facility Fees" contained
therein (including in the heading thereof); and (ii) substituting in lieu
thereof "Commitment Fee" and "Commitment Fees", as appropriate.
(g) Article V of the Credit Agreement is further amended by
deleting Section 5.04 in its entirety.
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(h) Section 7.10 of the Credit Agreement is amended by: (i)
deleting said Section 7.10 following the heading thereof in its entirety; and
(ii) substituting in lieu thereof the following:
"Either State Street Bank, CTC, BBH&Co or an entity referred to in
Section 14.02(b) hereof serves as the Custodian for the Borrower."
(i) 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 the percentage of such
Borrower's Net Assets set forth opposite such Borrower's name under
the heading "Advance Rate" on SCHEDULE 1 attached hereto. The
advance rates so established with respect to each Borrower may not
be increased without the prior written consent of the Banks.
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.""
(j) Section 14.02(b) of the Credit Agreement is hereby amended
by: (i) deleting the first two lines of said Section 14.02(b) on their
entirety; and (ii) substituting in lieu thereof the following:
"A change by such Borrower which results in State Street Bank, CTC
or BBH&Co, as applicable, not being retained as Custodian, unless
(i) the new...."
(k) Section 15.02(a) of the Credit Agreement is hereby amended
by: (i) adding the following new clause (vii) immediately after clause (vi)
of said Section 15.02(a); and (ii) re-designating the remaining clause of said
Section 15.02(a) accordingly:
"(vii) no increase in the advance rates for any Borrower
shall be effected hereunder;"
(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 "Facility Fee" and "Facility Fees"; and (ii) substituting in lieu
thereof "Commitment Fee" and "Commitment Fees", as appropriate.
(m) SCHEDULE 1 to the Credit Agreement is hereby amended to,
among other things, include the Additional Borrowers 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 ammended by:
(i) deleting said SCHEDULE 2 in its entirety; and (ii) substituting in lieu
thereof SCHEDULE 2 annexed hereto.
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(o) EXHIBITS A through H annexed to the Credit Agreement are hereby
amended to, among other things, make certain changes therein consistent with the
Credit Agreement, as amended by this Second Amendment, by: (i) deleting said
EXHIBITS A through H in their entirety; and (ii) substituting in lieu thereof
EXHIBITS A through H annexed hereto.
SECTION 2. REPRESENTATIONS AND WARRANTIES. In order to induce the Banks
and the Agents to enter into this Second Amendment, each Borrower, severally and
not jointly, makes the following representations and warranties, all of which
shall survive the execution and delivery of this Second Amendment:
(a) The Borrower has adequate power and authority to execute and
deliver this Second 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 Second 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 Second 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 Second 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 Second 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
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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 Second 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;
(b) The Operations Agent shall have received (i) from each Existing
Borrower certified copies of each amendment to its charter, articles of
association, declaration of trust and bylaws, as applicable, effected from and
after June 21, 2000, and (ii) from each Additional Borrower certified copies of
its charter, articles of association, declaration of trust and bylaws, as
applicable, including all amendments thereto, in each case with sufficient
copies for each Bank;
(c) The Operations Agent shall have received from each Borrower (with
sufficient copies for each Bank) an incumbency certificate, dated the date
hereof, signed by a duly authorized officer of such Borrower and giving the name
and bearing a specimen signature of each individual who shall be authorized to
(i) sign, in the name and on behalf of such Borrower, each of this Second
Amendment and the other Loan Documents to which it is a party, and (ii) give
notices and to take other action on behalf of such Borrower in connection with
the transactions contemplated by this Second Amendment and the Credit Agreement,
as amended hereby;
(d) 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;
(e) 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.
(f) 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;
(g) Without, in any way, limiting the scope of paragraph (f) 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;
(h) The Operations Agent shall have received from the Existing
Borrowers, on behalf of and in trust for each Bank, all accrued and unpaid
Facility Fees (as such term is defined in the Credit Agreement) and all
principal and accrued and unpaid interest owing to each Bank under the Credit
Agreement calculated as of the date of this Second Agreement;
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(i) 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;
(j) The Operations Agent shall have received the Operations Agent's
Fee from the Borrowers as provided in Section 5.02 of the Credit Agreement;
(k) The Administrative Agent shall have received the Arranging Fee from
the Borrowers as provided in Section 5.03 of the Credit Agreement;
(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 Second 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 Second Amendment, each Bank and the Agents (i) consent to the
substitution of State Street Bank as Custodian for each Existing Borrower
that is an open-end fund (other than Credit Suisse Warburg Pincus Long-Short
Market Neutral Fund) as to which State Street Bank had not previously served
as Custodian and (ii) waive any event of termination under Section 14.02 of
the Credit Agreement that may have occurred and be continuing as a
consequence of the aforenamed Borrowers' failure to timely notify the
Operations Agent and each Bank of such substitution and to obtain a written
acknowledgment from the Operations Agent that such substitution would not
constitute an event of termination under said Section 14.02. Furthermore, by
executing this Second 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 19, 2002, which shall be an "Expiration
Date" as defined in Section 14.01 of the Credit Agreement, as amended hereby.
Each Existing 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 Second Amendment. Furthermore, by its execution
of this Second Amendment each 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.
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SECTION 5. MISCELLANEOUS.
(a) This Second 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 Second 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 Second Amendment are
inserted for convenience only and shall not in any way effect the meaning or
construction of any provision of this Second Amendment.
(d) This Second 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
Second 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 Second 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 Second Amendment, the Credit Agreement, as amended
hereby, or any other Loan Document to the contrary, to the extent that this
Second 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
Second 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
Second 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as a sealed instrument as of the day and year first above written.
CREDIT SUISSE INSTITUTIONAL
FUND, INC., A MARYLAND CORPORATION,
on behalf of International Equity Portfolio,
Small Company Growth Portfolio,
Emerging Markets Portfolio, Value
Portfolio, and Warburg Pincus Post-
Venture Capital Portfolio
CREDIT SUISSE WARBURG
PINCUS CAPITAL FUNDS, A
MASSACHUSETTS BUSINESS TRUST, on
behalf of Credit Suisse Warburg Pincus
Blue Chip Fund, Credit Suisse Warburg
Pincus Small Company Value Fund, and
Credit Suisse Warburg Pincus Value Fund
CREDIT SUISSE WARBURG
PINCUS TRUST, A MASSACHUSETTS
BUSINESS TRUST, on behalf of
International Equity Portfolio, Small
Company Growth Portfolio,
Emerging Markets Portfolio, Global
Post-Venture Capital Portfolio,
Value Portfolio, and Emerging
Growth Portfolio
CREDIT SUISSE WARBURG
PINCUS OPPORTUNITY
FUNDS, A DELAWARE BUSINESS TRUST,
on behalf of Credit Suisse Warburg
Pincus High Income Fund and Credit
Suisse Warburg Pincus International
Equity II Fund
CREDIT SUISSE WARBURG PINCUS
SELECT FUNDS, A DELAWARE BUSINESS
TRUST, on behalf of Credit Suisse Warburg
Pincus Technology Fund
CREDIT SUISSE WARBURG
PINCUS CAPITAL APPRECIATION
FUND, A MASSACHUSETTS BUSINESS TRUST
CREDIT SUISSE WARBURG
PINCUS INTERNATIONAL EQUITY
FUND, INC., A MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS JAPAN SMALL COMPANY
FUND, INC., A MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS EMERGING GROWTH
FUND, INC., A MARYLAND
CORPORATION
CREDIT SUISSE WARBURG
PINCUS INTERNATIONAL
SMALL COMPANY FUND, INC.,
A MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS JAPAN GROWTH
FUND INC., A MARYLAND
CORPORATION
9
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CREDIT SUISSE WARBURG
PINCUS EMERGING MARKETS
FUND, INC., A MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS SMALL COMPANY
GROWTH FUND, INC., A
MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS GLOBAL HEALTH
SCIENCES FUND, INC., A
MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS GLOBAL FIXED
INCOME FUND, INC., A
MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS BALANCED FUND,
INC., MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS NEW YORK
INTERMEDIATE MUNICIPAL
FUND, A MASSACHUSETTS BUSINESS TRUST
CREDIT SUISSE INSTITUTIONAL
INTERNATIONAL GROWTH
FUND, INC., A MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS MUNICIPAL BOND
FUND, INC., A MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS MAJOR FOREIGN
MARKETS FUND, INC., A MARYLAND
CORPORATION
CREDIT SUISSE WARBURG
PINCUS GLOBAL POST-
VENTURE CAPITAL FUND, INC.,
A MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS FIXED INCOME FUND,
A MASSACHUSETTS BUSINESS TRUST
CREDIT SUISSE WARBURG
PINCUS INTERMEDIATE
MATURITY GOVERNMENT
FUND, INC., A MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS VALUE II FUND, INC., A
MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS GLOBAL
TELECOMMUNICATIONS FUND,
INC., A MARYLAND CORPORATION
CREDIT SUISSE INSTITUTIONAL
HIGH YIELD FUND, INC., A
MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS EUROPEAN EQUITY
FUND, INC., A MARYLAND CORPORATION
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CREDIT SUISSE INSTITUTIONAL
U.S. CORE FIXED INCOME FUND,
INC., A MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS LONG-SHORT MARKET
NEUTRAL FUND, INC., A MARYLAND
CORPORATION
CREDIT SUISSE WARBURG
PINCUS AGGRESSIVE GROWTH
FUND, INC., A MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS FOCUS FUND, INC., A
MARYLAND CORPORATION
CREDIT SUISSE
INSTITUTIONAL U.S. CORE
EQUITY FUND, INC., A MARYLAND
CORPORATION
CREDIT SUISSE WARBURG
PINCUS GLOBAL FINANCIAL
SERVICES FUND, INC., A
MARYLAND CORPORATION
CREDIT SUISSE WARBURG
PINCUS GLOBAL NEW
TECHNOLOGIES FUND, INC., A
MARYLAND CORPORATION
By: /s/ Hal Liebes
--------------------------
Hal Liebes, Vice President
of each of the aforenamed
Investment Companies
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THE BRAZILIAN EQUITY FUND,
INC., A MARYLAND CORPORATION
By: /s/ Hal Liebes
---------------------------------
Hal Liebes, Senior
Vice President
THE EMERGING MARKETS
TELECOMMUNICATIONS FUND,
INC., A MARYLAND CORPORATION
By: /s/ Hal Liebes
---------------------------------
Hal Liebes, Senior
Vice President
THE FIRST ISRAEL FUND, INC., a
MARYLAND CORPORATION
By: /s/ Hal Liebes
---------------------------------
Hal Liebes, Senior
Vice President
THE CHILE FUND, INC., a
MARYLAND CORPORATION
By: /s/ Hal Liebes
---------------------------------
Hal Liebes, Senior
Vice President
THE LATIN AMERICA EQUITY
FUND, INC., A MARYLAND CORPORATION
By: /s/ Hal Liebes
---------------------------------
Hal Liebes, Senior
Vice President
THE INDONESIA FUND, INC., A
MARYLAND CORPORATION
By: /s/ Hal Liebes
---------------------------------
Hal Liebes, Senior
Vice President
CREDIT SUISSE ASSET
MANAGEMENT INCOME FUND,
INC., A MARYLAND CORPORATION
By: /s/ Hal Liebes
---------------------------------
Hal Liebes, Senior
Vice President
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DEUTSCHE BANK AG, NEW YORK
BRANCH, in its individual capacity and
in its separate capacities as Administrative
Agent and Documentation Agent
By: /s/ Alan Krouk
---------------------------------
Name: Alan Krouk
-------------------------------
Title: Vice President
------------------------------
By: /s/ Nicolas Rueda
---------------------------------
Name: NICOLAS RUEDA
-------------------------------
Title: ASSOCIATE
------------------------------
STATE STREET BANK AND TRUST
COMPANY, in its individual capacity and
in its separate capacity as Operations Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
BNP PARIBAS, in its individual
capacity and in its separate capacity
as Syndication Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
DANSKE BANK A/S
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
13
<Page>
DEUTSCHE BANK AG, NEW YORK
BRANCH, in its individual capacity and
in its separate capacities as Administrative
Agent and Documentation Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
STATE STREET BANK AND TRUST
COMPANY, in its individual capacity and
in its separate capacity as Operations Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
BNP PARIBAS, in its individual
capacity and in its separate capacity
as Syndication Agent
By: /s/ Marguerite L. Lebon
---------------------------------
Name: MARGUERITE L. LEBON
-------------------------------
Title: ASSOCIATE
------------------------------
By: /s/ Laurent Vanderzyppe
---------------------------------
Name: Laurent Vanderzyppe
-------------------------------
Title: Vice President
------------------------------
DANSKE BANK A/S
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
13
<Page>
DEUTSCHE BANK AG, NEW YORK
BRANCH, in its individual capacity and
in its separate capacities as Administrative
Agent and Documentation Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
STATE STREET BANK AND TRUST
COMPANY, in its individual capacity and
in its separate capacity as Operations Agent
By: /s/ Steven G. Caron
---------------------------------
Name: STEVEN G. CARON
-------------------------------
Title: VICE PRESIDENT
------------------------------
BNP PARIBAS, in its individual
capacity and in its separate capacity
as Syndication Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
DANSKE BANK A/S
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
13
<Page>
DEUTSCHE BANK AG, NEW YORK
BRANCH, in its individual capacity and
in its separate capacities as Administrative
Agent and Documentation Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
STATE STREET BANK AND TRUST
COMPANY, in its individual capacity and
in its separate capacity as Operations Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
BNP PARIBAS, in its individual
capacity and in its separate capacity
as Syndication Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
DANSKE BANK A/S
By: /s/ John A. O'Neill
---------------------------------
Name: JOHN A. O'NEILL
-------------------------------
Title: ASSISTANT GENERAL MANAGER
------------------------------
By: /s/ Petri Luukkanen
---------------------------------
Name: PETRI LUUKKANEN
-------------------------------
Title: ASSISTANT GENERAL MANAGER
------------------------------
13