THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement (this "THIRD AMENDMENT") is
entered into as of this 19th day of June, 2002, by and among each investment
management company identified on the signature pages hereof, on behalf of
itself or its respective investment portfolios identified thereon, severally
and not jointly (collectively, the "BORROWERS", and each individually a
"BORROWER"); each Bank identified on the signature pages hereof
(collectively, and together with State Street Bank and Trust Company, in its
capacity as Swing Line Lender, the "BANKS", and each individually a "BANK");
Deutsche Bank AG, New York Branch, not individually but in its separate
capacities as administrative agent for the Banks (in such capacity, the
"ADMINISTRATIVE AGENT") and syndication agent for the Banks (in such
capacity, the "SYNDICATION AGENT"); and State Street Bank and Trust Company,
not individually but in its separate capacity as operations agent for the
Banks (in such capacity, the "OPERATIONS AGENT", and, together with the
Administrative Agent, the Syndication Agent and the Documentation Agent, the
"AGENTS"). Unless otherwise indicated or unless the context otherwise
requires, capitalized terms used herein and not otherwise defined shall have
the respective meanings provided such terms in that certain Credit Agreement,
dated as of June 23, 1999, as amended by a First Amendment thereto dated as
of June 21, 2000, and as further amended by a Second Amendment thereto dated
as of June 20, 2001 (as so amended, the "CREDIT AGREEMENT"), by and among
certain of the Borrowers (including those Borrowers added by a Designation of
New Borrowers dated January 25, 2002, the "ORIGINAL BORROWERS"), the Banks,
BNP Paribas, Deutsche Bank AG, New York Branch, in its separate capacities as
administrative agent and documentation agent, BNP Paribas, in its separate
capacity as syndication agent, and State Street Bank and Trust Company, in
its separate capacity as operations agent.
RECITALS
WHEREAS, the Original Borrowers, the Banks, BNP Paribas, Deutsche Bank
AG, New York Branch, in its separate capacities as administrative agent and
documentation agent, BNP Paribas in its separate capacity as syndication
agent, and State Street Bank and Trust Company in its separate capacity as
operations agent previously executed the Credit Agreement;
WHEREAS, certain of the Original Borrowers terminated their
participation in the Credit Agreement and are no longer borrowers thereunder;
WHEREAS, the remaining Original Borrowers (collectively, the "EXISTING
BORROWERS", and each individually an "EXISTING BORROWER"), the Banks and the
Agents wish to amend the Credit Agreement to eliminate BNP Paribas as a party
thereto and to decrease the Maximum Committed Credit Amount by Fifty Million
Dollars ($50,000,000) to One Hundred Fifty Million Dollars ($150,000,000);
WHERAS, the Banks wish to amend the Credit Agreement to substitute
Deutsche Bank AG, New York Branch as syndication agent for the Banks in lieu
of BNP Paribas;
WHEREAS, the Existing Borrowers desire to renew the credit facilities
made available to them under the Credit Agreement for an additional term of
364 days;
WHEREAS, the Banks and the Agents are willing to renew the credit
facilities made available thereby upon the terms and subject to the
conditions set forth herein;
WHEREAS, the Existing Borrowers, the Banks and the Agents desire to
further amend the Credit Agreement to add Capital Appreciation Portfolio,
Select Equity Portfolio, Small Cap Value Portfolio and Investment Grade
Fixed Income Portfolio, each being a Portfolio of Credit Suisse Institutional
Fund, Inc., a Maryland corporation, Global Technology Portfolio, being a
Portfolio of Credit Suisse Trust, a Massachusetts business trust, and Credit
Suisse Short Duration Bond Fund, a Delaware business trust (collectively, the
"ADDITIONAL BORROWERS" and each individually, an "ADDITIONAL BORROWER"), as
parties thereto;
WHEREAS, the parties hereto desire to make certain other changes to the
Credit Agreement;
NOW, THEREFORE, in furtherance of the foregoing, and in consideration of
mutual promises and other good and valuable consideration each to the other
given, the receipt of which is hereby acknowledged, the parties hereto agree
as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.
(a) Section 1.01 of the Credit Agreement is hereby amended by: (i)
deleting the definitions of "MAXIMUM COMMITTED CREDIT AMOUNT", "MAXIMUM
CREDIT AMOUNT" and "SWING LINE AMOUNT" in their entirety; and (ii)
substituting in lieu thereof the following:
""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 $150,000,000, 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
$150,000,000, 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 $50,000,000."
(b) Section 8.01 of the Credit Agreement is hereby amended by: (i)
adding the following new subsection (e) immediately after subsection (d) of
said Section 8.01; and (ii) re-designating the remaining subsection
accordingly:
"(e) On or before the tenth day of each calendar month a status report
showing any change in the name of any Borrower and the elimination of any
Borrower as a party to this Agreement, whether by way of the Borrower's
closing or otherwise; and"
(c) Section 9.01(a) of the Credit Agreement is amended by: (i)
deleting said Section 9.01(a) in its entirety; and (ii) substituting in
lieu thereof the following:
"(a) The Borrower will not borrow amounts in excess of the lowest of
(i) the percentage of the Borrower's Net Assets or Total Assets, as the
case may be, constituting the
2
borrowing limit, as set forth in the Borrower's Prospectus, as the same may
be amended and in effect from time to time, or as may be set forth in a
vote adopted by the Shareholders of the Borrower, (ii) the amount permitted
to be borrowed by the Borrower under the Investment Company Act, and (iii)
the percentage of the Borrower's Net Assets or Total Assets, as the case
may be, specified as the borrowing limit for the Borrower in any agreement
binding upon the Borrower or its assets with any foreign, federal, state or
local securities division to which the Borrower is subject."
(c) SCHEDULE 1 to the Credit Agreement is hereby amended to, among other
things, include the Additional Borrowers as Borrowers under the Credit
Agreement by: (i) deleting said SCHEDULE 1 in its entirety; and (ii)
substituting in lieu thereof SCHEDULE 1 annexed hereto.
(d) 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.
(e) EXHIBITS A through H annexed to the Credit Agreement are hereby
amended to, among other things, make certain changes therein consistent with
the Credit Agreement, as amended by this Third Amendment, by: (i) deleting
said EXHIBITS A through H in their entirety; and (ii) substituting in lieu
thereof EXHIBITS A through H annexed hereto.
SECTION 2. REPRESENTATIONS AND WARRANTIES. In order to induce the Banks
and the Agents to enter into this Third Amendment, each Borrower, severally
and not jointly, makes the following representations and warranties, all of
which shall survive the execution and delivery of this Third Amendment:
(a) The Borrower has adequate power and authority to execute and deliver
this Third 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 Third 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 Third 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
3
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 Third 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 Third 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 Third Amendment, and (ii) its performance of
all of its agreements and obligations hereunder and under the Credit
Agreement as amended hereby, certified by the Secretary or Assistant
Secretary of the Borrower;
(b) The Operations Agent shall have received (i) from each Existing
Borrower certified copies of each amendment to its charter, articles of
association, declaration of trust and bylaws, as applicable, effected from
and after June 20, 2001, and (ii) from each Additional Borrower certified
copies of its charter, articles of association, declaration of trust and
bylaws, as applicable, including all amendments thereto, in each case with
sufficient copies for each Bank;
(c) The Operations Agent shall have received from each Borrower (with
sufficient copies for each Bank) an incumbency certificate, dated the date
hereof, signed by a duly authorized officer of such Borrower and giving the
name and bearing a specimen signature of each individual who shall be
authorized to (i) sign, in the name and on behalf of such Borrower, each of
this Third Amendment and the other Loan Documents to which it is a party, and
(ii) give notices and to take other action on behalf of such Borrower in
connection with the transactions contemplated by this Third Amendment and the
Credit Agreement, as amended hereby;
(d) The Operations Agent shall have received for itself and each of the
other Banks a duly completed and executed Federal Reserve Form F.R. U-1 from
each Additional Borrower;
(e) The Banks and the Operations Agent shall have received from counsel
to the Borrowers an opinion(s) addressed to the Banks and the Operations
Agent, dated the date hereof, which opinion(s) shall be in form and substance
satisfactory to the Banks and the Operations Agent.
(f) The Operations Agent and the Banks shall be satisfied that there has
been no material adverse change in the business, assets, operations,
prospects or condition (financial or otherwise) of any Borrower since the
date of the latest financial statements delivered to the Operations Agent and
the Banks pursuant to Section 7.02 or 8.01 of the Credit Agreement;
(g) Without, in any way, limiting the scope of paragraph (f) above, the
Operations Agent and the Banks shall be satisfied that there has been no
material adverse change in any law, rule,
4
regulation, decree or order of any governmental authority binding upon any
Borrower or otherwise applicable to the Operations Agent, the Banks or any
Borrower;
(h) The Operations Agent shall have received from the Existing
Borrowers, on behalf of and in trust for each Bank and BNP Paribas, all
accrued and unpaid Commitment Fees and all principal and accrued and unpaid
interest owing to each Bank under the Credit Agreement calculated as of the
date of this Third Amendment;
(i) Each Borrower shall have performed and complied in all material
respects with all terms and conditions herein required to be performed or
complied with by it on or prior to the date hereof, and the consummation of
the transactions on the date hereof shall not result in a Default;
(j) The Operations Agent shall have received the Operations Agent's Fee
from the Borrowers as provided in Section 5.02 of the Credit Agreement;
(k) The Administrative Agent shall have received the Arranging Fee from
the Borrowers as provided in Section 5.03 of the Credit Agreement;
(l) The Banks and the Operations Agent shall have received all other
information and documents which any of them may reasonably have requested in
connection with the transactions contemplated hereunder and under the Credit
Agreement as amended hereby, such information and documents, where
appropriate, to be certified by the proper officers of each Borrower or by
governmental authorities.
SECTION 4. RATIFICATION OF EXISTING AGREEMENTS, ETC. All obligations of
each Borrower to the Banks and the Agents under or in respect of the Credit
Agreement and the other Loan Documents, except as otherwise expressly
modified or contemplated to be modified in this Third 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 Third 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 18, 2003, which shall be an "Expiration Date" as defined in
Section 14.01 of the Credit Agreement, as amended hereby. Furthermore, by its
execution of this Third Amendment each Additional Borrower agrees to be bound
by the terms and conditions of the Credit Agreement, as amended hereby, in
all respects as a Borrower thereunder and hereby assumes all of the
obligations of a Borrower thereunder.
SECTION 5. MISCELLANEOUS.
(a) This Third 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 Third 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).
5
(c) The headings of the several sections of this Third Amendment are
inserted for convenience only and shall not in any way effect the meaning or
construction of any provision of this Third Amendment.
(d) This Third 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
Third 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 Third 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 Third Amendment, the Credit Agreement, as amended
hereby, or any other Loan Document to the contrary, to the extent that this
Third 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 Third
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 Third 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
6
IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment as a sealed instrument as of the day and year first above written.
CREDIT SUISSE INSTITUTIONAL CREDIT SUISSE TRUST, A
FUND, INC., A MARYLAND CORPORATION, MASSACHUSETTS BUSINESS TRUST, on
on behalf of International Focus Portfolio, behalf of International Focus
Investment Grade Fixed Income Portfolio, Portfolio, Small Cap Growth
Small Cap Growth Portfolio, Large Cap Portfolio, Emerging Markets
Value Portfolio, Capital Appreciation Portfolio, Global Post-Venture
Portfolio, Select Equity Portfolio, and Capital Portfolio, Large Cap Value
Small Cap Value Portfolio Portfolio, Emerging Growth
Portfolio, High Yield Portfolio,
Blue Chip Portfolio, Small Cap
Value Portfolio, Strategic Small
Cap Portfolio, and Global
Technology Portfolio
CREDIT SUISSE CAPITAL FUNDS, CREDIT SUISSE OPPORTUNITY
A MASSACHUSETTS BUSINESS TRUST, FUNDS, A DELAWARE BUSINESS TRUST,
on behalf of Credit Suisse Tax on behalf of Credit Suisse High
Efficient Fund, Credit Suisse Income Fund and Credit Suisse
Small Cap Value Fund, and Credit International Fund
Suisse Large Cap Value Fund
CREDIT SUISSE CAPITAL CREDIT SUISSE EMERGING GROWTH
APPRECIATION FUND, A FUND, INC., A MARYLAND
MASSACHUSETTS BUSINESS TRUST CORPORATION
CREDIT SUISSE GLOBAL FIXED CREDIT SUISSE EMERGING
INCOME FUND INC., A MARYLAND MARKETS FUND, INC., A
CORPORATION MARYLAND CORPORATION
CREDIT SUISSE INTERNATIONAL CREDIT SUISSE SMALL CAP
FOCUS FUND, INC., A MARYLAND GROWTH FUND, INC., A MARYLAND
CORPORATION CORPORATION
CREDIT SUISSE GLOBAL POST- CREDIT SUISSE GLOBAL
VENTURE CAPITAL FUND, INC., HEALTH SCIENCES FUND, INC.,
A MARYLAND CORPORATION A MARYLAND CORPORATION
CREDIT SUISSE FIXED INCOME CREDIT SUISSE JAPAN GROWTH
FUND, A MASSACHUSETTS BUSINESS TRUST FUND, INC., A MARYLAND CORPORATION
7
CREDIT SUISSE INVESTMENT CREDIT SUISSE STRATEGIC
GRADE BOND FUND, INC., A VALUE FUND, INC., A MARYLAND
MARYLAND CORPORATION CORPORATION
CREDIT SUISSE NEW YORK CREDIT SUISSE GLOBAL
MUNICIPAL FUND, A MASSACHUSETTS TECHNOLOGY FUND, INC., A
BUSINESS TRUST MARYLAND CORPORATION
CREDIT SUISSE INSTITUTIONAL CREDIT SUISSE INSTITUTIONAL
INTERNATIONAL FUND, INC., A HIGH YIELD FUND, INC., A
MARYLAND CORPORATION MARYLAND CORPORATION
CREDIT SUISSE MUNICIPAL CREDIT SUISSE EUROPEAN
BOND FUND, INC., A MARYLAND EQUITY FUND, INC., A MARYLAND
CORPORATION CORPORATION
CREDIT SUISSE INSTITUTIONAL CREDIT SUISSE SELECT EQUITY
FIXED INCOME FUND, INC., A FUND, INC., A MARYLAND CORPORATION
MARYLAND CORPORATION
CREDIT SUISSE INSTITUTIONAL CREDIT SUISSE GLOBAL
U.S. CORE EQUITY FUND, INC., FINANCIAL SERVICES FUND,
A MARYLAND CORPORATION INC., A MARYLAND CORPORATION
CREDIT SUISSE GLOBAL NEW CREDIT SUISSE SHORT
TECHNOLOGIES FUND, INC., A DURATION BOND FUND, A
MARYLAND CORPORATION DELAWARE BUSINESS TRUST
By: /s/ Xxx Xxxxxx
-------------------------------------
Xxx Xxxxxx, Vice President of each of
the aforenamed Investment Companies
8
THE BRAZILIAN EQUITY FUND, THE CHILE FUND, INC., A
INC., A MARYLAND CORPORATION MARYLAND CORPORATION
By: /s/ Xxx Xxxxxx By: /s/ Xxx Xxxxxx
--------------------- ---------------------
Xxx Xxxxxx Xxx Xxxxxx
Senior Vice President Senior Vice President
THE EMERGING MARKETS THE LATIN AMERICA EQUITY
TELECOMMUNICATIONS FUND, FUND, INC., A MARYLAND CORPORATION
INC., A MARYLAND CORPORATION
By: /s/ Xxx Xxxxxx By: /s/ Xxx Xxxxxx
--------------------- ---------------------
Xxx Xxxxxx Xxx Xxxxxx
Senior Vice President Senior Vice President
THE FIRST ISRAEL FUND, INC., THE INDONESIA FUND, INC.,
A MARYLAND CORPORATION A MARYLAND CORPORATION
By: /s/ Xxx Xxxxxx By: /s/ Xxx Xxxxxx
--------------------- ---------------------
Xxx Xxxxxx Xxx Xxxxxx
Senior Vice President Senior Vice President
CREDIT SUISSE ASSET
MANAGEMENT INCOME FUND,
INC., A MARYLAND CORPORATION
By: /s/ Xxx Xxxxxx
---------------------
Xxx Xxxxxx
Senior Vice President
9
DEUTSCHE BANK AG, NEW YORK DANSKE BANK A/S
BRANCH, in its individual
capacity and in its separate
capacities as Administrative
Agent and Syndication Agent
By: /s/ Xxxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxxxxx
------------------- -------------------
Name: Xxxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxxxxx
Title: Director Title: Vice President
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx X. X'Xxxxx
------------------- -------------------
Name: Xxxxxxx Xxxxx Name: Xxxx X. X'Xxxxx
Title: Associate Title: Assistant General Manager
STATE STREET BANK AND TRUST
COMPANY, in its individual
capacity and in its separate
capacity as Operations Agent
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
10
