EXHIBIT H(9)
MAY 2002 AMENDMENT AND CONSENT
MAY 2002 AMENDMENT AND CONSENT (this "May 2002 Amendment"), dated as
of May 3, 2002, among the separate mutual fund portfolios party to the
hereinafter defined Credit Agreement (the "Borrowers"), the Additional Borrower
as hereinafter defined, the lending institutions from time to time party to the
Credit Agreement (the "Banks"), Mellon Bank N.A. and Citibank N.A., as
Co-Syndication Agents, Danske Bank A/S, as Co-Agent, BNP Paribas, as
Documentation Agent, State Street Bank and Trust company, as Operations Agent,
and Deutsche Bank AG, New York Branch, as Administrative Agent. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, the Borrowers, the Banks, the Co-Syndication Agents, the
Co-Agent, and the Agents are parties to a Credit Agreement, dated as of March
11, 1999 (as amended, modified or supplemented to date, the "Credit Agreement");
and
WHEREAS, pursuant to Section 1.14 of the Credit Agreement, the
Investment Adviser has requested the consent of the Banks to the addition of
Strategic Partners Mid-Cap Value Fund, a series of Strategic Partners
Opportunity Funds (formerly Strategic Partners Series) (the "Additional
Borrower") as a Borrower under the Credit Agreement, and the Banks party hereto
are willing to grant such consent on the terms and subject to the conditions set
forth herein; and
WHEREAS, subject to and on the terms and conditions set forth in this
Amendment, the parties hereto wish to otherwise amend the Credit Agreement as
herein provided.
NOW, THEREFORE, it is agreed:
I Consent Under the Credit Agreement for Inclusion of Additional Borrower and
Update of the Schedule of Borrowers.
1. The Additional Borrower (a) confirms that it has received a copy of
the Credit Agreement and the other Credit Documents, together with copies of the
financial statements referred to therein and such other documents and
information as it has deemed appropriate to make its own analysis and decision
to enter into this May 2002 Amendment and to become a Borrower under the Credit
Agreement and (b) confirms that it is eligible to be an Additional Borrower
under Section 1.14 of the Credit Agreement.
2. In accordance with Section 1.14 of the Credit Agreement, on and as of
the May 2002 Amendment Effective Date (as hereinafter defined), the Additional
Borrower shall become a "Borrower" under, and for all purposes of, the Credit
Agreement and the other Credit Documents, and the Additional Borrower hereby
agrees that it will perform all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Borrower.
Eligible Transferee and (ii)compliance with the minimum amounts provided in
Section 12.04(b) of the Credit Agreement.
Any date on which the foregoing provisions of this Section II are satisfied
shall be referred to as an "Additional Revolving Credit Commitment Effective
Date".
2. Notwithstanding anything to the contrary contained in this May 2002
Amendment, it is acknowledged and agreed that no Bank shall be required to
provide an Additional Revolving Credit Commitment, except to the extent agreed
in writing by such Bank with the Borrowers, the Administrative Agent and the
Operations Agent.
3. It is understood and agreed that on each Additional Revolving Credit
Commitment Effective Date (and after giving effect thereto), the Commitment of
each Bank shall equal (i) in the case of each Bank which had a Commitment prior
to an Additional Revolving Credit Commitment Effective Date and which did not
provide an Additional Revolving Credit Commitment on such Additional Revolving
Credit Commitment Effective Date, an amount equal to its Commitment as in effect
immediately prior to the effectiveness of such Additional Revolving Credit
Commitment Agreement executed on such date, (ii) in the case of a Bank which had
a Commitment prior to such Additional Revolving Credit Commitment Effective Date
and which provided an Additional Revolving Credit Commitment on such Additional
Revolving Credit Commitment Effective Date, an amount equal to the sum of (x)
its Commitment as in effect immediately prior to the effectiveness of the
respective Additional Revolving Credit Commitment Agreement executed on such
date and (y) the amount of its Additional Revolving Credit Commitment provided
on such date and (iii) in the case of any Bank which did not have a Commitment
prior to such Additional revolving Credit Commitment Effective Date and which
did provide an Additional Revolving Credit Commitment on such Additional
Revolving Credit Commitment Effective Date, the amount of its Additional
Revolving Credit Commitment provided on such date.
4. Based on the information contained in the respective Additional
Revolving Credit Commitment Agreement and consistent with the requirements set
forth above, on each Additional Revolving Credit Commitment Effective date (i)
Schedule II to the Credit Agreement shall be deemed modified to reflect the
Commitments (after giving effect to the Additional Revolving Credit Commitments)
on a basis consistent with the provisions of the immediately preceding paragraph
and (ii) all such Additional Revolving Credit Commitments shall constitute
Commitments under and subject to the terms and conditions of the Credit
Agreement on the same basis as all previously existing Commitments.
5. In connection with the foregoing, and upon each Additional Revolving
Credit Commitment Effective Date, each Additional Revolving Credit Bank will, to
the extent not already a "Bank" under the Credit Agreement, become a "Bank" for
all purposes of the Credit Agreement and the other Credit Documents.
-3-
the day upon which the Mandatory Borrowing would otherwise have occurred to but
excluding the date of payment for such participation, at the overnight Federal
Funds Rate for the first three days and at the rate otherwise applicable to
Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
2. Section 1.04 of the Credit Agreement is hereby amended by inserting
the text "in accordance with Section 1.07 hereof" immediately after the text
"each Bank" appearing in the first sentence thereof and deleting the text "the
Banks" appearing in such sentence and inserting the text "such Banks".
3. Section 1.07 of the Credit Agreement is hereby amended by deleting
such Section in its entirety and inserting the following new Section 1.07 in
lieu thereof:
1.07 Pro Rata Borrowings. (a) Except as otherwise provided in this
Section 1.07, all Borrowings of Revolving Loans under this Agreement shall be
incurred from the Banks pro rata on the basis of their respective Commitments.
(b) Notwithstanding any other provision herein to the contrary, (i)
Citibank, N.A., in its capacity as a Bank hereunder, may not and shall not be
obligated to make Revolving Loans hereunder to any of the Citibank, N.A.
Affected Borrowers; (ii) Deutsche Bank AG, New York and/or Cayman Islands
Branches, in its capacity as a Bank hereunder, may not and shall not be
obligated to make Revolving Loans hereunder to any of the Deutsche Bank AG
Affected Borrowers; and (iii) JPMorgan Chase Bank, in its capacity as a Bank
hereunder, may not and shall not be obligated to make Revolving Loans hereunder
to any of JPMorgan Chase Bank Affected Borrowers.
(c) With respect to a Revolving Loan to be made to any of the
Citibank, N.A. Affected Borrowers, the portion of such Revolving Loan otherwise
allocable to Citibank, N.A., in its capacity as a Bank hereunder, shall be
allocated by the Operations Agent to each Bank other than Citibank, N.A. pro
rata according to its respective share of the then existing Total Unutilized
Commitment, which shall be computed for purposes of this Section 1.07 without
including the amount of the Total Unutilized Commitment that otherwise would be
allocated to Citibank, N.A., in its capacity as a Bank hereunder; provided that
no Bank shall be required to make Revolving Loans in excess of its respective
Commitment.
(d) With respect to a Revolving Loan to be made to any of the
Deutsche Bank AG Affected Borrowers, the portion of such Revolving Loan
otherwise allocable to Deutsche Bank, New York and/or Cayman Islands Branches,
in its capacity as a Bank hereunder, shall be allocated by the Operations Agent
to each Bank other than Deutsche Bank, New York and/or Cayman Islands Branches
pro rata according to its respective share of the then existing Total Unutilized
Commitment, which shall be computed for purposes of this Section 1.07 without
including the amount of the Total Unutilized Commitment that otherwise would be
allocated to Deutsche Bank AG, New York and/or Cayman Islands Branches, in its
capacity as a Bank hereunder; provided that no Bank shall be required to make
Revolving Loans in excess of its respective Commitment.
-5-
assignments shall be in minimum amounts of $5,000,000 and (iii) the Operations
Agent shall receive, at the time of each such assignment, from the assigning or
assignor Bank, the payment of a non-refundable fee of $3,500. To the extent of
any assignment pursuant to this Section 12.04(b), the assigning Bank shall be
relieved of its obligations hereunder with respect to its assigned Commitment.
At the time of each assignment pursuant to this Section 12.04(b) to a Person
which is not already a Bank hereunder and which is not a United States person
(as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal
income tax purposes, the respective assignee Bank shall, to the extent legally
entitled to do so, provide to the Borrowers the forms described in clause (ii)
of Section 3.04(b). To the extent that an assignment of all or any portion of a
Bank's Commitment and related outstanding Obligations pursuant to this Section
12.04(b) would, at the time of such assignment, result in increased costs under
this Agreement, including under Section 1.10, 1.11 or 3.04 from those being
charged by the respective assigning Bank prior to such assignment, then the
Borrowers shall not be obligated to pay such increased costs (although the
Borrowers shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
assignment).
7. Section 10.01 of the Credit Agreement is hereby amended by replacing
the reference of "$50,000,000" appearing in the definition of "Maximum Swingline
Amount" with a reference to "$75,000,000" and deleting the definition of "Expiry
Date" appearing therein in its entirety and inserting the following definition
in lieu thereof:
"Expiry Date" shall mean May 2, 2003, or such later date to which the
same may be extended from time to time in accordance with the provisions of
Section 1.13 of this Agreement.
8. Section 10.01 of the Credit Agreement is hereby further amended by
deleting the definition of "Agents" appearing therein in its entirety and
inserting the following definition in lieu thereof:
"Agents" shall mean, collectively, the Operations Agent and the
Aministrative Agent, and in no event shall include any Co-Agent, any
Co-Syndication Agent or any Documentation Agent.
9. Section 10.01 of the Credit Agreement is hereby further amended by
inserting the following definitions in such Section in appropriate alphabetical
order:
"Bank Affiliate" shall mean, with respect to any Bank, (i) an entity
that controls, is controlled by or is under common control with such Bank or
(ii) any entity (whether a corporation, partnership, trust or otherwise) that is
engaged in making, purchasing, holding or otherwise investing in bank loans and
similar extensions of credit in the ordinary course of its business and is
administered or managed by such Bank or an entity that controls, is controlled
by or is under common control with such Bank.
"Citibank N.A. Affected Borrowers" shall mean each of the Borrowers
listed on Schedule IA hereto.
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them, may now have or may have in the future under or in connection with the
Credit Agreement, any other Credit Document or any of the instruments or
agreements referred to therein. On and after the May 2002 Amendment Effective
Date, all references to the Credit Agreement in any Credit Document shall be
deemed to be references to the Credit Agreement as amended hereby.
3. This May 2002 Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrowers and the Agents.
4. This May 2002 Amendment shall become effective on the date (the "May
2002 Amendment Effective Date") when the Borrowers and each of the Banks shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including, without limitation, by usage of facsimile
transmission) the same to White & Case LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇; Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇: Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this May 2002 Amendment to be duly executed and delivered on its
behalf of as of the date first above written.
AUTHORIZED OFFICER, on behalf
of each Borrower
By
----------------------------
Name:
Title:
AUTHORIZED OFFICER, on behalf
of the each Additional Borrower
By
----------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK
BRANCH, as Administrative Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Director
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Associate
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS
BRANCHES
By
----------------------------
Name:
Title:
By
----------------------------
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY, Individually and as
Operations Agent
By /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
CITIBANK,N.A., Individually
and as Co-Syndication Agent
By
----------------------------
Name:
Title:
MELLON BANK N.A., Individually
and as Co-Syndication Agent
By
----------------------------
Name:
Title:
BNP Paribas
By
----------------------------
Name:
Title:
By
----------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS
BRANCHES
By
----------------------------
Name:
Title:
By
----------------------------
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY, Individually and as
Operations Agent
By
----------------------------
Name:
Title:
CITIBANK,N.A., Individually
and as Co-Syndication Agent
By
----------------------------
Name:
Title:
MELLON BANK N.A., Individually
and as Co-Syndication Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Lending Officer
BNP Paribas
By
----------------------------
Name:
Title:
By
----------------------------
Name:
Title:
DANSKE BANK A/S, Individually
and as Co-Agent
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK
By
----------------------------
Name:
Title:
JPMORGAN CHASE BANK
By
----------------------------
Name:
Title:
THE BANK OF NEW YORK
By
----------------------------
Name:
Title:
DANSKE BANK A/S, Individually
and as Co-Agent
By
----------------------------
Name:
Title:
By
----------------------------
Name:
Title:
FLEET NATIONAL BANK
By
----------------------------
Name:
Title:
JPMORGAN CHASE BANK
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK
By
----------------------------
Name:
Title:
SCHEDULE I
BORROWERS
1. California Income Series, a series of Prudential California Municipal Fund
2. California Series, a series of Prudential California Municipal Fund
3. Conservative Balanced Portfolio, a series of The Prudential Series Fund,
Inc.
4. Diversified Bond Portfolio, a series of The Prudential Series Fund, Inc.
5. Diversified Conservative Growth Portfolio, a series of The Prudential
Series Fund, Inc.
6. Equity Portfolio, a series of The Prudential Series Fund, Inc.
7. Flexible Managed Portfolio, a series of The Prudential Series Fund, Inc.
8. Florida Series, a series of Prudential Municipal series Fund
9. Global Portfolio, a series of The Prudential Series Fund, Inc.
10. Government Income Portfolio, a series of The Prudential Series Fund, Inc.
11. High Income Series, a series of Prudential Municipal Bond Fund
12. High Yield Bond Portfolio, a series of The Prudential Series Fund, Inc.
13. Insured Series, a series of Prudential Municipal Bond Fund
14. Intermediate-Term Bond Portfolio, a series of The Target Portfolio Trust
15. International Bond Portfolio, a series of The Target Portfolio Trust
16. International Equity Portfolio, a series of The Target Portfolio Trust
17. Large Capitalization Growth Portfolio, a series of The Target Portfolio
Trust
18. Large Capitalization Value Portfolio, a series of The Target Portfolio
Trust
19. Mortgage Backed Securities Portfolio, a series of The Target Portfolio
Trust
20. Natural Resources Portfolio, a series of The Prudential series Fund, Inc.
21. New Jersey Series, a series of Prudential Municipal Series Fund
22. New York Series, a series of Prudential Municipal Series Fund
23. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Growth Equity Fund, a series of ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Fund,
Inc.
24. Pennsylvania Series, a series of Prudential Municipal Series Fund
25. Prudential Active Balanced Fund, a series of The Prudential Investment
Portfolios, Inc.
26. Prudential Equity Fund, Inc.
27. Prudential Europe Growth Fund, Inc.
28. Prudential Financial Services Fund, a series of Prudential Sector Funds,
Inc.
29. Prudential Global Growth Fund, a series of Prudential World Fund, Inc.
30. Prudential Global Total Return Fund, Inc.
SCHEDULE I
Page 3
61. SP Alliance Technology Portfolio, a series of The Prudential Series Fund,
Inc.
62. SP Balanced Asset Allocation Portfolio, a series of The Prudential Series
Fund, Inc.
63. SP Conservative Asset Allocation Portfolio, a series of The Prudential
Series Fund, Inc.
64. ▇▇ ▇▇▇▇▇ Value Portfolio, a series of The Prudential Series Fund, Inc.
65. SP Deutsche International Equity Portfolio, a series of The Prudential
Series Fund, Inc.
66. SP Growth Asset Allocation Portfolio, a series of The Prudential Series
Fund, Inc.
67. SP INVESCO Small Company Growth Portfolio, a series of The Prudential
Series Fund, Inc.
68. ▇▇ ▇▇▇▇▇▇▇▇ International Growth Portfolio, a series of The Prudential
Series Fund, Inc.
69. SP Large Cap Value Portfolio, a series of The Prudential Series Fund Inc.
70. SP MFS Capital Opportunities Portfolio, a series of The Prudential Series
Fund, Inc.
71. SP MFS Mid Cap Growth Portfolio, a series of The Prudential Series Fund,
Inc.
72. SP PIMCO High Yield Portfolio, a series of The Prudential Series Fund, Inc.
73. SP PIMCO Total Return Portfolio, a series of The Prudential Series Fund,
Inc.
74. SP Prudential U.S. Emerging Growth Portfolio, a series of The Prudential
Series Fund, Inc.
75. SP Small/Mid-Cap Value Portfolio, a series of The Prudential Series Fund,
Inc.
76. SP Strategic Partners Focused Growth Portfolio, a series of The Prudential
Series Fund, Inc.
77. Stock Index Portfolio, a series of The Prudential Series Fund, Inc.
78. Strategic Partners Conservative Growth Fund (formerly Prudential
Conservative Growth Fund), a series of Strategic Partners Asset Allocation
Funds (formerly Prudential Diversified Funds)
79. Strategic Partners Focused Growth Fund, a series of Strategic Partners
Opportunity Funds (formerly Strategic Partners Series)
80. Strategic Partners Focused Value Fund, a series of Strategic Partners
Opportunity Funds (formerly Strategic Partners Series)
81. Strategic Partners High Growth Fund (formerly Prudential High Growth Fund),
a series of Strategic Partners Asset Allocation Funds (formerly Prudential
Diversified Funds)
82. Strategic Partners International Equity Fund (formerly International Equity
Fund), a series of Strategic Partners Style Specific Funds (formerly Target
Funds)
83. Strategic Partners Large Capitalization Growth Fund (formerly Large
Capitalization Growth Fund), a series of Strategic Partners Style Specific
Funds (formerly Target Funds)
84. Strategic Partners Large Capitalization Value Fund (formerly Large
Capitalization Value Fund), a series of Strategic Partners Style Specific
Funds (formerly Target Funds)
85. Strategic Partners Moderate Growth Fund (formerly Prudential Moderate
Growth Fund), a series of Strategic Partners Asset Allocation Funds
(formerly Prudential Diversified Funds)
SCHEDULE IA
CITIBANK N.A. AFFECTED BORROWERS
1. Prudential Equity Fund, Inc.
2. Equity Portfolio, a series of The Prudential Series Fund, Inc.
3. Strategic Partners Focused Value Fund, a series of Strategic Partners
Opportunity Funds (formerly Strategic Partners Series)
SCHEDULE IB
DEUTSCHE BANK AG AFFECTED BORROWERS
1. Prudential Value Fund
2. SP Deutsche International Equity Portfolio, a series of The Prudential
Series Fund, Inc.
3. Value Portfolio (formerly Equity Income Portfolio), a series of The
Prudential Series Fund, Inc.
SCHEDULE IC
JPMORGAN CHASE BANK AFFECTED BORROWERS
1. Large Capitalization Value Portfolio, a series of The Target Portfolio
Trust
2. Small Capitalization Growth Portfolio, a series of The Target Portfolio
Trust
3. Strategic Partners Large Capitalization Value Fund (formerly Large
Capitalization Value Fund), a series of Strategic Partners Style Specific
Funds (formerly Target Funds)
4. Strategic Partners Small Capitalization Growth Fund (formerly Small
Capitalization Growth Fund), a series of Strategic Partners Style Specific
Funds (formerly Target Funds)
SCHEDULE III
BANK ADDRESSES
BNP Paribas ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone No. for ▇▇. ▇▇▇▇▇▇▇▇▇▇▇:
(▇▇▇) ▇▇▇-▇▇▇▇; and ▇▇. ▇▇▇▇▇:
(▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No. for ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ and
▇▇. ▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and
▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Citibank, N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Danske Bank A/S ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Deutsche Bank AG, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇/▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Cayman Islands Telephone No. for ▇▇. ▇▇▇▇▇:
Branches (▇▇▇) ▇▇▇-▇▇▇▇; and ▇▇. ▇▇▇▇▇▇:
(▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No. for ▇▇. ▇▇▇▇▇ and
▇▇. ▇▇▇▇▇▇:
(▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
and ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Fleet National Bank Financial Services
Made ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone No. for ▇▇. ▇▇▇▇▇:
(▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No. for ▇▇. ▇▇▇▇▇:
(▇▇▇) ▇▇▇-▇▇▇▇
Attention: Mr. ▇▇▇▇▇ ▇▇▇▇▇
SCHEDULE III
Page 2
JPMorgan Chase Bank ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone No. for ▇▇. ▇▇▇▇▇▇▇▇:
(▇▇▇) ▇▇▇-▇▇▇▇ and ▇▇. ▇▇▇▇▇▇:
(▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No. for ▇▇. ▇▇▇▇▇▇▇▇ and
▇▇. ▇▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Bank, N.A. One Mellon Bank Center
Pittsburgh, PA 15258
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
State Street Bank and Trust Company Lafayette Corporate Center
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The Bank of New York ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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ANNEX I
FORM OF
ADDITIONAL REVOLVING CREDIT COMMITMENT AGREEMENT
[Name(s) of Additional Revolving Credit Bank(s)]
[Date]
The Borrowers under the Credit Agreement
referred to below
Prudential Investments LLC
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Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Deutsche Bank AG, New York and/or
Cayman Islands Branches as Administrative
Agent under the Credit Agreement referred to below
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State Street Bank and Trust Company, as Operations
Agent under the Credit Agreement referred to below
Lafayette Corporate Center
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Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
re: The Credit Agreement Referred to Below
Ladies and Gentlemen:
Reference is hereby made to the Credit Agreement, dated as of March
11, 1999 (as amended, modified, or supplemented to date, the "Credit
Agreement"), among the separate mutual fund portfolios party thereto (as the
"Borrowers"), the lending institutions from time to time party thereto (the
"Banks"), Mellon Bank N.A. and Citibank N.A., as Co-Syndication Agents, Danske
Bank A/S, as Co-Agent, State Street Bank and Trust Company, as Operations Agent,
and Deutsche Bank AG, New York Branch, as Administrative Agent. Unless otherwise
defined herein, capitalized terms used herein shall have the respective meanings
set forth in the Credit Agreement.
ANNEX I
Page 2
Each financial institution (each, an "Additional Revolving Credit
Bank") party to this letter agreement (this "Agreement") hereby severally agrees
to provide under the Credit Agreement the additional revolving credit commitment
(each, an "Additional Revolving Credit Commitment" and collectively the
"Additional Revolving Credit Commitments") set forth opposite its name on
Schedule A attached hereto. Each Additional Revolving Credit Commitment provided
pursuant to this Agreement shall be subject to the terms and conditions set
forth in the Credit Agreement.
Each Additional Revolving Credit Bank and each of the Borrowers
acknowledge and agree that the Additional Revolving Credit Commitments provided
pursuant to this Agreement shall constitute Commitments in the amounts specified
in Schedule A attached hereto under, and as defined in, the Credit Agreement.
Each Additional Revolving Credit Bank party to this Agreement, to the
extent that it is not already a Bank under the Credit Agreement, (i) confirms
that it has received a copy of the Credit Agreement and the other Credit
Documents, together with copies of the financial statements referred to therein
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Agreement and to become
a Bank under the Credit Agreement, (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Operations Agent, or any
other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement, (iii) appoints and authorizes the
Administrative Agent and the Operations Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement and the other
Credit Documents as are delegated to the Administrative Agent or the Operations
Agent, as the case may be, by the terms thereof, together with such powers as
are reasonably incidental thereto, (iv) agrees that it will be a "Bank" for all
purposes of the Credit Agreement and the other Credit Documents and perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Bank, and (v) in the
case of each such Additional Revolving Credit Bank which is organized under the
laws of a jurisdiction outside the United States and is not already a Bank,
attaches the forms prescribed by the Internal Revenue Service of the United
States, as described in Section 3.04 of the Credit Agreement, certifying as to
such Additional Revolving Credit Bank's status for purposes of determining
exemption from United States withholding taxes with respect to all payments to
be made to such Additional Revolving Credit Bank under the Credit Agreement or
such other documents as are necessary to indicate that all such payments are
subject to such rates at a rate reduced by an applicable tax treaty.
This Agreement shall become effective as of the date (the "Agreement
Effective Date") when each of the Borrowers, each Additional Revolving Credit
Bank, the Administrative Agent and the Operations Agent shall have signed a
counterpart hereof (whether the same or different counterparts) and the
Borrowers shall have delivered (including by way of facsimile transmission) same
to the Operations Agent at its Notice Office. If you do not so accept this
Agreement prior to 5:00 p.m. (New York time) on ____________ ____, _______, then
our offer to make Additional Revolving Credit Commitments as set forth in this
Agreement shall be deemed withdrawn.
ANNEX I
Page 3
After the Agreement Effective Date, this Agreement may only be
changed, modified or varied in accordance with Section 12.12 of the Credit
Agreement.
* * *
ANNEX I
Page 4
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF.
Very truly yours,
[NAME OF BANK(S)]
By:
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Name:
Title:
Agreed to and Accepted
this ____ day of _______, _____
AUTHORIZED OFFICER, on behalf
of each Borrower
By:
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Name:
Title:
DEUTSCHE BANK AG,
NEW YORK BRANCH,
as Administrative Agent
By:
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Name:
Title:
By:
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Name:
Title:
STATE STREET BANK & TRUST COMPANY,
as Operations Agent
By:
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Name:
Title:
SCHEDULE A
ADDITIONAL REVOLVING CREDIT COMMITMENTS
1. Agreement Effective Date: __________________ ______, ____
2. Additional Revolving Credit Commitment:
Additional Revolving Credit
Additional Revolving Credit Bank Commitment
-------------------------------- ----------------------------
_________________________ $_____________________
_________________________ $_____________________
_________________________ $_____________________
_________________________ $_____________________
_________________________ $_____________________
Total: $_____________________