Exhibit H(9)
MAY 2003 AMENDMENT AND CONSENT
MAY 2003 AMENDMENT AND CONSENT (this "May 2003 Amendment"), dated as
of May 2, 2003, 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 (the
Administrative Agent collectively 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, the
Co-Agent, the Documentation 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
Xxxxxx Ultra Short Bond Fund, a series of Prudential Short-Term Bond Fund,
Inc. (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 the 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 2003 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 2003 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.
3. On the May 2003 Amendment Effective Date, the Credit Agreement shall be
amended by deleting Schedule I thereto in its entirety and replacing it with
Schedule I attached hereto.
II. Amendments to the Credit Agreement.
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 definition in lieu thereof:
"Expiry Date" shall mean April 30, 2004, 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 May 2003 Amendment Effective Date, the Credit Agreement shall be
amended by deleting Schedule I attached thereto in its entirety and replacing it
with Schedule I attached hereto.
3. On the May 2003 Amendment Effective Date, the Credit Agreement shall be
amended by deleting Schedule II attached thereto in its entirety and replacing
it with Schedule II attached hereto.
III. Miscellaneous.
1. In order to induce the Banks and the Agents to enter into this May 2003
Amendment, each of the Borrowers (including the Additional Borrower) hereby
represents and warrants as to itself 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 May 2003 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 May 2003 Amendment Effective Date,
in each case both before and after giving effect to this May 2003 Amendment.
2. This May 2003 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 or 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 May 2003 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 2003 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
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same instrument. A complete set of counterparts shall be lodged with the
Borrowers and the Agents.
4. This May 2003 Amendment shall become effective on the date (the "May
2003 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.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this May 2003 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:
Title: Treasurer
AUTHORIZED OFFICER, on behalf of each
Additional Borrower
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name:
Title: Treasurer
DEUTSCHE BANK AG NEW YORK BRANCH, as
Administrative Agent
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Associate
DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN
ISLANDS BRANCHES
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Associate
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: /s/ XXXXX X. XXXXX
------------------------------------
Name: XXXXX X. XXXXX
Title: Managing Director
MELLON BANK N.A., Individually and as
Co-Syndication Agent
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
BNP Paribas, Individually and as
Documentation Agent
By: /s/ XXXXXXXXXX X. XXXXX
------------------------------------
Name: XXXXXXXXXX X. XXXXX
Title: Vice President
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: VP
DANSKE BANK A/S, Individually and as
Co-Agent
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: VICE PRESIDENT
By: /s/ Xxxx X. X'Xxxxx
------------------------------------
Name: Xxxx X. X'Xxxxx
Title: ASSISTANT GENERAL MANAGER
FLEET NATIONAL BANK
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Sr. Associate
JPMORGAN CHASE BANK
By: /s/ XXXXXX XXXXXXXXX
------------------------------------
Name: XXXXXX XXXXXXXXX
Title: VICE PRESIDENT
JPMORGAN CHASE BANK
THE BANK OF NEW YORK
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name:
Title: Asst. Vice President
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. Xxxxxx Ultra Short Bond Fund, a series of Prudential Short-Term Bond Fund,
Inc.
7. Equity Portfolio, a series of The Prudential Series Fund, Inc.
8. Flexible Managed Portfolio, a series of The Prudential Series Fund, Inc.
9. Florida Series, a series of Prudential Municipal Series Fund
10. Global Portfolio, a series of The Prudential Series Fund, Inc.
11. Government Income Portfolio, a series of The Prudential Series Fund, Inc.
12. High Income Series, a series of Prudential Municipal Bond Fund
13. High Yield Bond Portfolio, a series of The Prudential Series Fund, Inc.
14. Insured Series, a series of Prudential Municipal Bond Fund
15. Intermediate-Term Bond Portfolio, a series of The Target Portfolio Trust
16. International Bond Portfolio, a series of The Target Portfolio Trust
17. International Equity Portfolio, a series of The Target Portfolio Trust
18. Large Capitalization Growth Portfolio, a series of The Target Portfolio
Trust
19. Large Capitalization Value Portfolio, a series of The Target Portfolio
Trust
20. Mortgage Backed Securities Portfolio, a series of The Target Portfolio
Trust
21. Natural Resources Portfolio, a series of The Prudential Series Fund, Inc.
22. New Jersey Series, a series of Prudential Municipal Series Fund
23. New York Series, a series of Prudential Municipal Series Fund
24. Xxxxxxxx-Xxxxxxxxx Growth Equity Fund, a series of Xxxxxxxx-Xxxxxxxxx Fund,
Inc.
25. Pennsylvania Series, a series of Prudential Municipal Series Fund
26. Prudential Active Balanced Fund, a series of The Prudential Investment
Portfolios, Inc.
27. Prudential Equity Fund, Inc.
28. Prudential Europe Growth Fund. Inc.
29. Prudential Financial Services Fund, a series of Prudential Sector
Funds, Inc.
30. Prudential Global Growth Fund, a series of Prudential World Fund, Inc.
SCHEDULE I
Page 2
31. Prudential Global Total Return Fund, Inc.
32. Prudential Government Income Fund, Inc.
33. Prudential Health Sciences Fund, a series of Prudential Sector Funds, Inc.
34. Prudential High Yield Fund, Inc.
35. Prudential International Value Fund (formerly Prudential International
Stock Series), 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, a series of Prudential
Short-Term Bond Fund, Inc. (formerly 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.
SCHEDULE I
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 MFS 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. SP 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. SP 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)
SCHEDULE I
Page 4
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 Mid-Cap Value Fund, a series of Strategic Partners
Opportunity Funds (formerly Strategic Partners Series)
88. Strategic Partners New Era Fund (formerly Strategic Partners New Era
Growth Fund), a series of Strategic Partners Opportunity Funds (formerly
Strategic Partners Series)
89. Strategic Partners Small Capitalization Growth Fund (formerly Small
Capitalization Growth Fund), a series of Strategic Partners Style Specific
Funds (formerly Target Funds)
90. Strategic Partners Small Capitalization Value Fund (formerly Small
Capitalization Value Fund), a series of Strategic Partners Style Specific
Funds (formerly Target Funds)
91. Strategic Partners Total Return Bond Fund (formerly Total Return Bond
Fund), a series of Strategic Partners Style Specific Funds (formerly
Target Funds)
92. Total Return Bond Portfolio, a series of The Target Portfolio Trust
93. 20/20 Focus Portfolio, a series of The Prudential Series Fund, Inc.
94. Value Portfolio (formerly Equity Income Portfolio), a series of The
Prudential Series Fund, Inc.
95. Zero Coupon Bond Portfolio 2005, a series of The Prudential Series Fund,
Inc.
SCHEDULE II
COMMITMENTS
Name of Bank Commitment
------------ ------------
BNP Paribas $100,000,000
Citibank, N.A. $ 50,000,000
Danske Bank A/S $125,000,000
Deutsche Bank AG New York and/or Cayman Islands Branches $130,000,000
Fleet National Bank $ 50,000,000
JPMorgan Chase Bank $ 75,000,000
Mellon Bank N.A. $ 70,000,000
State Street Bank and Trust Company $125,000,000
The Bank of New York $ 75,000,000
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TOTAL $800,000,000
