EXHIBIT H(8)
FIFTH AMENDMENT
FIFTH AMENDMENT (this "Fifth Amendment"), dated as of March 1, 2002, among
the separate mutual fund portfolios party to the hereinafter defined Credit
Agreement (the "Borrowers"), 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, State Street Bank and Trust Company, as Operations Agent,
and Deutsche Bank AG, New York Branch, as Administrative Agent (together with
the Operations Agent, the "Agents"). All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the
Credit Agreement.
WITNESSETH:
WHEREAS, the Borrowers, the Banks, the Co-Syndication Agents, 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, subject to and on the terms and conditions set forth in this
Amendment, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed:
1. Section 10.01 of the Credit Agreement is hereby amended by deleting the
definition of "Expiry Date" appearing therein in its entirety and inserting the
following new definition in lieu thereof:
"Expiry Date" shall mean May 3, 2002, 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.
2. On the Fifth Amendment Effective Date (as defined below), the Credit
Agreement shall be amended by deleting Schedule I thereto in its entirety and
replacing it with Exhibit A attached hereto.
3. On the Fifth Amendment Effective Date, the Credit Agreement shall be
amended by deleting Schedule III thereto in its entirety and replacing it with
Exhibit B attached hereto.
4. In order to induce the Banks to enter into this Fifth Amendment, each of
the Borrowers hereby represents and warrants that (i) all of the
representations, warranties, and agreements contained in Section 6 of the Credit
Agreement and in the other Credit Documents are true and correct in all material
respects on and as of the Fifth Amendment Effective Date (unless such
representations and warranties relate to a specific earlier date, in which case
such representations and warranties shall be true and correct as of such earlier
date) and (ii) there exists no Default or Event of Default on the Fifth
Amendment Effective Date, in each case both before and after giving effect to
this Fifth Amendment.
-1-
5. This Fifth Amendment is limited precisely as written and shall not be
deemed to be an amendment, consent, waiver, or modification of any other term or
condition of the Credit Agreement, any other Credit Document, or any of the
instruments or agreements referred to therein, or prejudice any right or rights
which the Banks, the Agents, or any of 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 Fifth 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.
6. This Fifth 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.
7. THIS FIFTH AMENDMENT 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.
8. This Fifth Amendment shall become effective on the date (the "Fifth
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, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, XX 00000; Attention: Xxxxx Xxxxxxxx: Facsimile No.: (000) 000-0000.
* * *
-2-
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Fifth 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 /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Treasurer
DEUTSCHE BANK AG, NEW YORK
BRANCH, as Administrative Agent
By
---------------------------------------
Name:
Title:
By
---------------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
By
---------------------------------------
Name:
Title:
By
---------------------------------------
Name:
Title:
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Fifth 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:
DEUTSCHE RANK AG, NEW YORK
BRANCH, as Administrative Agent
By /s/ Xxxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Director
By /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Director
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
By /s/ Xxxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Director
By Xxxxx X. Xxxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Director
STATE STREET BANK AND TRUST
COMPANY, Individually and as
Operations Agent
By /s/ Xxxx Xxxxx Xxxxxxxxx
---------------------------------------
Name: XXXX XXXXX XXXXXXXXX
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:
DANSKE BANK A/S
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 /s/ Xxxxx Xxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxx
Managing Director
MELLON BANK N.A., Individually
and as Co-Syndication Agent
By
---------------------------------------
Name:
Title:
BNP Paribas
By
---------------------------------------
Name:
Title:
By
---------------------------------------
Name:
Title:
DANSKE BANK A/S
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/ Xxxxx X. XxXxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Lending Officer
BNP Paribas
By
---------------------------------------
Name:
Title:
By
---------------------------------------
Name:
Title:
DANSKE BANK A/S
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
---------------------------------------
Name:
Title:
BNP Paribas
By /s/ Xxxxxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxxxxx X. Xxxxx
Title: Vice President
By /s/ Xxxx Xxxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxxx
Title: Director
DANSKE BANK A/S
By
---------------------------------------
Name:
Title:
By
---------------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
Individually and as Operations Agent
By
---------------------------------------
Name:
Title:
CITIBANK, NA., 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:
DANSKE BANK A/S
By Xxxxxx Neofittidis
---------------------------------------
Name: Xxxxxx Neofittidis
Title: Vice President
By Xxxx X'Xxxxx
---------------------------------------
Name: Xxxx X'Xxxxx
Title: Assistant General Manager
EXHIBIT A
---------
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. Xxxxxxxx-Xxxxxxxxx Growth Equity Fund, a series of Xxxxxxxx-Xxxxxxxxx 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.
EXHIBIT A
Page 2
30. Prudential Global Total Return Fund, Inc.
31. Prudential Government Income Fund, Inc.
32. Prudential Health Sciences Fund, a series of Prudential Sector Funds, Inc.
33. Prudential High Yield Fund, Inc.
34. Prudential High Yield Total Return Fund, Inc.
35. Prudential International Value Fund, a series of Prudential World Fund,
Inc.
36. Prudential Xxxxxxxx Equity Opportunity Fund, a series of The Prudential
Investment Portfolios, Inc.
37. Prudential Xxxxxxxx Growth Fund, a series of The Prudential Investment
Portfolios, Inc.
38. Prudential Xxxxxxxx international Growth Fund, a series of Prudential World
Fund, Inc.
39. Prudential Xxxxxxxx Portfolio, a series of The Prudential Series Fund, Inc.
40. Prudential National Municipals Fund, Inc.
41. Prudential Natural Resources Fund, Inc.
42, Prudential Pacific Growth Fund, Inc.
43. Prudential Real Estate Securities Fund
44. Prudential Short-Term Corporate Bond Fund, Inc.
45. Prudential Small Company Fund, Inc.
46. Prudential Stock Index Fund, a series of Prudential Index Series Fund
47. Prudential Tax-Managed Equity Fund, a series of Prudential Tax-Managed
Funds
48. Prudential Tax-Managed Small Cap-Fund, Inc.
49. Prudential Technology Fund, a series of Prudential Sector Funds, Inc.
50. Prudential Total Return Bond Fund, Inc.
51. Prudential 20/20 Focus Fund
52. Prudential U.S. Emerging Growth Fund, Inc.
53. Prudential Utility Fund, a series of Prudential Sector Funds, Inc.
54. Prudential Value Fund
55. Small Capitalization Growth Portfolio, a series of The Target Portfolio
Trust
56. Small Capitalization Stock Portfolio, a series of The Prudential Series
Fund, Inc.
57. Small Capitalization Value Portfolio, a series of The Target Portfolio
Trust
58. SP Aggressive Growth Asset Allocation Portfolio, a series of The Prudential
Series Fund, Inc.
59. SP AIM Aggressive Growth Portfolio, a series of The Prudential Series Fund,
Inc.
60. SP AIM Growth and Income Portfolio, a series of The Prudential Series Fund,
Inc.
-2-
EXHIBIT A
Page 3
61. SP Alliance Large Cap Growth Portfolio, a series of The Prudential Series
Fund, Inc.
62. SP Alliance Technology Portfolio, a series of The Prudential Series Fund,
Inc.
63. SP Balanced Asset Allocation Portfolio, a series of The Prudential Series
Fund, Inc.
64. SP Conservative Asset Allocation Portfolio, a series of The Prudential
Series Fund, Inc.
65. XX Xxxxx Value Portfolio, a series of The Prudential Series Fund, Inc.
66. SP Deutsche International Equity Portfolio, a series of The Prudential
Series Fund, Inc.
67. SP Growth Asset Allocation Portfolio, a series of The Prudential Series
Fund, Inc.
68. SP INVESCO Small Company Growth Portfolio, a series of The Prudential
Series Fund, Inc.
69. XX Xxxxxxxx International Growth Portfolio, a series of The Prudential
Series Fund, Inc.
70. SP Large Cap Value Portfolio, a series of The Prudential Series Fund Inc.
71. SP MFS Capital Opportunities Portfolio, a series of The Prudential Series
Fund, Inc.
72. SP MES Mid Cap Growth Portfolio, a series of The Prudential Series Fund,
Inc.
73. SP PIMCO High Yield Portfolio, a series of The Prudential Series Fund, Inc.
74. SF PIMCO Total Return Portfolio, a series of The Prudential Series Fund,
Inc.
75. SP Prudential U.S. Emerging Growth Portfolio, a series of The Prudential
Series Fund, Inc.
76. SP Small/Mid-Cap Value Portfolio, a series of The Prudential Series Fund,
Inc.
77. SF Strategic Partners Focused Growth Portfolio, a series of The Prudential
Series Fund, Inc.
78. Stock Index Portfolio, a series of The Prudential Series Fund, Inc.
79. Strategic Partners Conservative Growth Fund (formerly Prudential
Conservative Growth Fund), a series of Strategic Partners Asset Allocation
Funds (formerly Prudential Diversified Funds)
80. Strategic Partners Focused Growth Fund, a series of Strategic Partners
Opportunity Funds (formerly Strategic Partners Series)
81. Strategic Partners Focused Value Fund, a series of Strategic Partners
Opportunity Funds (formerly Strategic Partners Series)
82. Strategic Partners High Growth Fund (formerly Prudential High Growth Fund),
a series of Strategic Partners Asset Allocation Funds (formerly Prudential
Diversified Funds)
83. Strategic Partners International Equity Fund (formerly International Equity
Fund), a series of Strategic Partners Style Specific Funds (formerly Target
Funds)
84. Strategic Partners Large Capitalization Growth Fund (formerly Large
Capitalization Growth Fund), a series of Strategic Partners Style Specific
Funds (formerly Target Funds)
85. Strategic Partners Large Capitalization Value Fund (formerly Large
Capitalization Value Fund), a series of Strategic Partners Style Specific
Funds (formerly Target Funds)
-3-
EXHIBIT A
86. Strategic Partners Moderate Growth Fund (formerly Prudential Moderate
Growth Fund), a series of Strategic Partners Asset Allocation Funds
(formerly Prudential Diversified Funds)
87. Strategic Partners New Era Fund (formerly Strategic Partners New Era Growth
Fund), a series of Strategic Partners Opportunity Funds (formerly Strategic
Partners Series)
88. Strategic Partners Small Capitalization Growth Fund (formerly Small
Capitalization Growth Fund), a series of Strategic Partners Style Specific
Funds (formerly Target Funds)
89. Strategic Partners Small Capitalization Value Fund (formerly Small
Capitalization Value Fund), a series of Strategic Partners Style Specific
Funds (formerly Target Funds)
90. Strategic Partners Total Return Bond Fund (formerly Total Return Bond
Fund), a series of Strategic Partners Style Specific Funds (formerly Target
Funds)
91. Total Return Bond Portfolio, a series of The Target Portfolio Trust
92. 20/20 Focus Portfolio, a series of The Prudential Series Fund, Inc.
93. Value Portfolio, a series of The Prudential Series Fund, Inc.
94. Zero Coupon Bond Portfolio 2005, a series of The Prudential Series Fund,
Inc.
-4-
EXHIBIT B
BANK ADDRESSES
BNP Paribas 000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone No. for Xx. Xxxxxxxxxxx:
(000) 000-0000; and Xx. Xxxxx:
(000) 000-0000
Telecopier No. for Xx. Xxxxxxxxxxx and
Xx. Xxxxx: (000)000-0000
Attention: Xx. Xxxxxxx Xxxxxxxxxxx and
Xx. Xxxxxxxxxx Xxxxx
Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xx. Xxxxx Xxxxxxx
Danske Bank A/S 000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xx. Xxxxxx Xxxxxxxxxx
Deutsche Bank AG, 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx and/or Xxx Xxxx, XX 00000
Cayman Islands Telephone No. for Xx. Xxxxx:
Branches (000) 000-0000; and Xx. Xxxxxx:
(000) 000-0000
Telecopier No. for Xx. Xxxxx and
Xx. Xxxxxx:
(000) 000-0000
Attention: Xx. Xxxxxxx Xxxxx
and Xx. Xxxxxxxx Xxxxxx
Mellon Bank, N.A. Xxx Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xx. Xxxxx Xxxxxxx
EXHIBIT B
Page 0
Xxxxx Xxxxxx Bank and Trust Company Lafayette Corporate Center
0 Xxxxxx xx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xx. Xxxx Xxxxx Xxxxxxxxx
-2-