EX-99.13(E) 12 a2026585zex-99_13e.txt EXHIBIT 99.13(E) 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-