AMENDMENT TO CREDIT AGREEMENT
DATED AS OF MARCH 17, 2000
WITH RESPECT TO
CREDIT AGREEMENT DATED AS OF FEBRUARY 20, 1998
(as heretofore amended and restated)
AMONG
THE FUNDS AND PORTFOLIOS PARTIES HERETO,
THE BANKS PARTY HERETO AS LENDERS,
STATE STREET BANK AND TRUST COMPANY, as
AS SYNDICATION AGENT,
NATIONAL AUSTRALIA BANK LIMITED, A.C.N.,
AS DOCUMENTATION AGENT,
AND
BANK OF AMERICA, NATIONAL ASSOCIATION,
AS AGENT
BANC OF AMERICA SECURITIES LLC,
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
AMENDMENT TO CREDIT AGREEMENT
This AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT"), dated as of March
17, 2000, is by and among the Funds (either on their own behalf or on behalf of
certain specified Portfolios) identified on Annex I hereto listed under the
heading Original Borrower Parties (the "ORIGINAL BORROWER PARTIES"), the Funds
(either on their own behalf or on behalf of certain specified Portfolios)
identified on Annex I hereto listed under the heading New Borrower Parties (the
"NEW BORROWER PARTIES"), the undersigned Banks and BANK OF AMERICA, N.A., as
agent (in such capacity, the "AGENT") for the Banks.
RECITALS:
WHEREAS, the Original Borrower Parties, the Banks and the Agent have
previously entered into a certain Credit Agreement, dated as of February 20,
1998 as amended and restated as of March 19, 1999 (as in effect immediately
prior to the Amendment Effective Date (as hereinafter defined), the "EXISTING
CREDIT AGREEMENT" and, as amended or otherwise modified hereby, the "CREDIT
AGREEMENT"); and
WHEREAS, the parties hereto wish to add the New Borrower Parties as
parties to the Credit Agreement and effect certain other amendments to the
Existing Credit Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. Terms used herein, unless otherwise defined
herein or the context otherwise requires, shall have the meanings assigned to
such terms in the Credit Agreement.
SECTION 2. CREDIT AGREEMENT AMENDMENTS. The Existing Credit Agreement
is hereby amended on and from the Amendment Effective Date as follows:
2.1 The New Borrower Parties are hereby made additional parties to
the Credit Agreement.
2.2 Section 1.1 of the Existing Credit Agreement is amended by
adding the following definition in the appropriate alphabetical location:
"CHANGE IN CONTROL" means any transaction or series of transactions
where (i) any "person" (as such term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934 (the "EXCHANGE ACT") as in effect on
the date hereof) becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act, as in effect on the date hereof), directly or
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indirectly, of securities of another Person (the "TARGET") representing
25% or more of the combined voting power of the Target's then-outstanding
securities; (ii) at any time less than a majority of the members of the
Target's board of directors shall be persons who were either nominated for
election or were elected by such board of directors; (iii) the Target's
stockholders approve a merger or consolidation of the Target with any
other Person, other than a merger or consolidation that would result in
the voting securities of the Target outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 75% of
the combined voting power of the voting securities of the Target or such
surviving entity outstanding immediately after such merger or
consolidation; or (iv) the Target's stockholders approve a plan of
complete liquidation of the Target or an agreement for the sale or
disposition of all or substantially all of the Target's assets.
2.3 The definition of the term "Termination Date" found in
Section 1.1 of the Existing Credit Agreement is deleted in its entirety and
replaced with the following:
"TERMINATION DATE" means March 16, 2001, or such earlier date as may
be fixed by the Funds and Portfolios on at least 15 Banking Days' prior
written or telephonic notice received by the Agent. The Funds and
Portfolios shall promptly confirm any telephonic notice in writing. Upon
the request of the Funds and Portfolios, and in the Banks' sole
discretion, the Termination Date may be extended for successive 364-day
periods as provided in SECTION 2.7.
2.4 The first sentence of Section 2.3(a) of the Existing Credit
Agreement is deleted in its entirety and replaced with the following:
A Fund or Portfolio shall give the Agent prior written or telephonic
notice of each Loan, which shall be received by the Agent, in the case of
a Federal Funds Rate Loan, not later than 12:00 noon, Eastern time, on the
Borrowing date with respect to such Loan, or, in the case of a Eurodollar
Loan, not later than 12:00 noon, Eastern time, three (3) Banking Days
prior to the Borrowing date with respect to such Loan.
2.5 The following sentence shall be added at the end of Section
2.6 of the Existing Credit Agreement:
The Funds and the Portfolios shall honor the good faith allocations made
among them pursuant to the Indemnification Agreement dated March 17, 2000
among them.
2.6 The first sentence of Section 3.2 of the Existing Credit
Agreement is deleted in its entirety and replaced with the following:
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The Funds and Portfolios shall collectively pay to the Banks a commitment
fee equal to 0.09% per annum on the average daily unused portion of the
Commitment Amount from time to time during the period from and including
the date of this Agreement to, but not including, the earlier of the
Termination Date or the date of termination of the Commitment Amount
pursuant to SECTION 4.3 or 11.2.
2.7 The text of Section 4.1 of the Existing Credit Agreement is
deleted in its entirety and replaced with the following:
All payments hereunder (including payments with respect to the Notes)
shall be made without setoff or counterclaim and shall be made to the
Agent in immediately available funds prior to 9:30 a.m., Eastern time, on
the date due at Bank of America, ABA No. 000 000 000, Account No. 136621
0000000, Reference: Xxxx Xxxxx, or at such other place or for such other
account as may be designated by the Agent to the Funds and Portfolios in
writing. Any payments received after such time shall be deemed received on
the next Banking Day. The Agent will promptly distribute to each Bank its
Pro Rata Share (or other applicable share as expressly provided herein) of
such payment in like funds as received. Subject to the definition of the
term "Interest Period," whenever any payment to be made hereunder or under
a Note shall be stated to be due on a date other than a Banking Day, such
payment may be made on the next succeeding Banking Day, and such extension
of time shall be included in the calculation of interest or any fees.
2.8 The text of Section 6.17 of the Existing Credit Agreement is
deleted in its entirety and replaced with the following:
Each Fund reasonably believes that each of its service providers
designated below has (a) completed a review and assessment of all areas
within its business and operations relating to such Fund that could be
adversely affected by the "Year 2000 Problem" (that is, the risk that
computer applications and devices containing imbedded computer chips that
are material to the business, properties or operations of the Fund used by
any service providers identified below may be unable to recognize and
perform properly date-sensitive functions involving certain dates prior to
and any date after December 31, 1999), (b) developed a plan and timeline
for addressing the Year 2000 Problem on a timely basis and (c)
substantially competed implementation of that plan in accordance with that
timetable. The Year 2000 Problem has not resulted in, and such Fund
reasonably believes that the Year 2000 Problem will not result in, a
Material Adverse Effect. The service providers to which this provision
relates consists solely of the following service providers: Xxxx Xxxxx
Fund Adviser, Inc.; Xxxx Xxxxx Capital Management, Inc.; Xxxxxxxx & Co.;
LM Institutional Advisors, Inc.; State Street Bank and Trust Company; and
Boston Financial Data Services, Inc.
- 4 -
2.9 The text of Section 7.22 of the Existing Credit Agreement is
deleted in its entirety and replaced with the following:
Utilize the proceeds of the Loans for short-term liquidity purposes,
including to finance overdrafts caused by securities not delivered on time
or to accommodate share redemptions and for temporary or emergency
purposes, as permitted by such Fund's or Portfolio's prospectus and
statement of additional information and the Act.
2.10 The Existing Credit Agreement is amended by adding a new
Section 7.23 as follows:
Notify promptly the Agent and the Banks in the event such Fund or
Portfolio discovers or determines that the "Year 2000 Problem" (that is,
the risk that computer applications and devices containing imbedded
computer chips that are material to the business, properties or operations
of the Fund used by any service providers identified below may be unable
to recognize and perform properly date-sensitive functions involving
certain dates prior to and any date after December 31, 1999) has resulted
in, or is reasonably expected to result in, a Material Adverse Effect. The
service providers to which this provision relates consists solely of the
following service providers: Xxxx Xxxxx Fund Adviser, Inc.; Xxxx Xxxxx
Capital Management, Inc.; Xxxxxxxx & Co.; LM Institutional Advisors, Inc.;
State Street Bank and Trust Company; and Boston Financial Data Services,
Inc.
2.11 Section 11.1 of the Existing Credit Agreement is amended by
adding a new subparagraph (m) as follows:
(m) ADVISER CHANGE IN CONTROL. There occurs a Change in Control of a
Fund's Adviser.
2.12 Schedule I of the Existing Credit Agreement is deleted in its
entirety and replaced with Schedule I appended hereto.
2.13 Schedule II of the Existing Credit Agreement is deleted in
its entirety and replaced with Schedule II appended hereto.
2.14 The third paragraph of Exhibit B and the fourth paragraph of
Exhibit B-1 of the Existing Credit Agreement are deleted in their entirety and
replaced with the following:
All payments of principal and interest under this Note shall be made
in lawful money of the United States of America in immediately available
funds at Bank of America, N.A., ABA No.: 000 000 000, Account No. 136621
0000000, Reference: Xxxx Xxxxx, or at such other place as may be
designated by the Bank to the Fund in writing.
- 5 -
SECTION 3. NAME CHANGES, ETC.
3.1 The Funds, the Banks and the Agent acknowledge that:
3.1.1 the name of Xxxxxxxx Europe Fund has been changed to Xxxx
Xxxxx Europe Fund and such Fund has become a Portfolio of Xxxx Xxxxx Global
Trust, Inc. in lieu of being a Portfolio of Xxxxxxxx Capital Trust;
3.1.2 the name of Xxxxxxxx Financial Services Fund has been
changed to Xxxx Xxxxx Financial Services Fund and such Fund has become a
Portfolio of Xxxx Xxxxx Investors Trust, Inc. in lieu of being a Portfolio of
Xxxxxxxx Capital Trust;
3.1.3 the name of XX XxxXxx Institutional Portfolio has been
changed to LM Special Investment Institutional Portfolio; and
3.1.4 the name of Xxxx Xxxxx Global Government Trust has been
changed to Xxxx Xxxxx Global Income Trust.
SECTION 4. NEW NOTES.
4.1 Each of the Original Borrower Parties and the New Borrower
Parties shall deliver its Note to the Agent for the account of each Bank on or
before the Amendment Effective Date (such Notes being referred to collectively
herein as the "NEW NOTES").
4.2 The Original Borrower Parties, Bank of America, State Street
Bank and Trust Company and First Union National Bank agree that, upon receipt by
the Agent of the New Notes, the corresponding Notes of the Original Borrower
Parties previously delivered to such Banks shall cease to be of further force
and effect.
SECTION 5. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective on the date (the "AMENDMENT EFFECTIVE DATE") on which each of the
conditions precedent set forth in this Section 5 shall have been satisfied and
notice thereof shall have been given by the Agent to the Funds and the Banks.
The following instruments shall have been delivered to the Agent, each to have
been duly executed and dated the Amendment Effective Date or such earlier date
as is satisfactory to the Agent and in form and substance satisfactory to the
Agent and its counsel:
5.1 The New Notes..1 The New Notes.
5.2.2 A copy, duly certified by the secretary or an assistant
secretary of each Fund or Portfolio, as the case may be, of (i) the resolutions
of such Fund's or Portfolio's trustees or directors authorizing or ratifying the
execution and delivery of this Amendment and such Fund's Notes or, in the case
- 6 -
of a Fund comprised of one or more Portfolios, the Notes of each such Portfolio,
and authorizing the Borrowings under the Credit Agreement, (ii) all documents
evidencing other necessary trust or corporate action, as the case may be, and
(iii) all approvals or consents, if any, with respect to this Amendment and the
aforesaid Note(s).
5.3.3 A certificate of the secretary or an assistant secretary
of each Fund certifying the names of the Fund's officers and/or other persons
authorized to sign this Amendment, the Notes of such Fund or, as appropriate,
such Fund's Portfolio(s), and all other documents or certificates to be
delivered hereunder, together with the true signatures of such officers.
5.4.4 For each of the New Borrower Parties that has as its
investment adviser a Person other than Xxxx Xxxxx Fund Adviser, Inc. or Xxxx
Xxxxx Capital Management, Inc., a letter from such Person addressed to the Agent
and the Banks, substantially in the form of Exhibit H to the Credit Agreement.
5.5.5 For each of the New Borrower Parties, an opinion of
counsel to such Fund or Portfolio, addressed to the Agent and the Banks,
substantially in the form of Exhibit I to the Credit Agreement modified as
appropriate to take into account that this Amendment and not the Credit
Agreement is being executed and delivered.
5.6.6 A Form FR U-1 of the Board of Governors of the Federal
Reserve System duly executed and completed by each New Borrower Party and, in
the case of a Fund comprised of Portfolios, each Portfolio of such Fund.
5.7.7 Copies of each investment advisory agreement between each
New Borrower Party and its Adviser, together with all sub-advisory agreements,
if any.
5.8.8 For each New Borrower Party (including, in the case of a
Fund consisting of one or more specified Portfolios, such Portfolios), a
certificate of its net asset value as of March 13, 2000.
SECTION 6. WARRANTIES. To induce the Banks and the Agent to enter into
this Amendment, each Fund hereby represents and warrants with respect to itself
and, as may be relevant with respect to a Fund comprised of Portfolios, each of
its respective Portfolios that:
6.1 The execution and delivery by the Fund of this Amendment and
the New Notes as to which it is the maker, and the performance by the Fund of
the Credit Agreement and the New Notes as to which it is the maker, have been
duly authorized by all necessary action on the part of the Fund, and do not and
will not (i) violate any provision of any law, rule, regulation, order, writ,
judgment, decree, determination or award presently in effect having
applicability to the Fund or of the organizational documents of the Fund, (ii)
result in a breach of or constitute a default under any indenture or loan or
- 7 -
credit agreement, or any other agreement or instrument, to which the Fund is a
party or by which the Fund or its properties may be bound or affected or (iii)
result in, or require, the creation or imposition of any Lien of any nature in,
upon or with respect to any of the properties now owned or hereafter acquired by
the Fund.
6.2 Assuming this Amendment constitutes the binding obligation of
each other necessary party hereto, this Amendment, the Credit Agreement as
amended by this Amendment and the New Notes as to which the Fund is the maker
constitute the legal, valid and binding obligation of the Fund, enforceable
against the Fund in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, receivership, fraudulent
conveyance, fraudulent transfer, moratorium or other similar laws of general
application affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies.
6.3 Each representation and warranty of the Fund set forth in
Section 6 of the Credit Agreement is true and correct as of the Amendment
Effective Date as though made on and as of such date.
6.4 As of the Amendment Effective Date, and as of the date of the
execution and delivery by the Fund of this Amendment, as to the Fund or, in the
case of a Fund consisting of Portfolios, each Portfolio of such Fund, no Event
of Default or Unmatured Event of Default has occurred and is continuing.
SECTION 7. COSTS, EXPENSES AND TAXES. The Funds agree to pay or reimburse
the Agent within 30 Business Days after demand all reasonable costs and
expenses, including reasonable fees of attorneys for the Agent (including the
nonduplicative allocated costs of internal counsel) and other legal expenses and
costs, incurred by the Agent in connection with the development, preparation,
delivery, administration and execution of this Amendment and any other documents
prepared in connection herewith, and the consummation of the transactions
contemplated hereby; PROVIDED that the maximum liability of the Funds for such
attorneys' fees shall not exceed $20,000. Each Fund shall only be liable for its
pro rata portion of the above costs and expenses determined on the basis of the
proportion of the respective net asset value of such Fund on any date of
determination to the aggregate of the net asset values of all the Funds as of
such date.
SECTION 8. AGREEMENT TO REMAIN IN FULL FORCE AND EFFECT. The Credit
Agreement as amended hereby shall remain in full force and effect and is hereby
ratified, adopted and confirmed in all respects. All references to the Credit
Agreement in any other agreement or document shall hereafter be deemed to refer
to the Credit Agreement as amended hereby. In addition, each reference in the
Credit Agreement to the terms "this Agreement," "hereunder," "hereof" or terms
or words of similar import shall hereafter mean the Credit Agreement as amended
hereby.
- 8 -
SECTION 9. COUNTERPARTS. This Amendment may be executed in several
counterparts, and each such counterpart shall be deemed to be an original and
shall constitute together with all other counterparts but one and the same
Amendment.
SECTION 10. GOVERNING LAW. This Amendment shall be deemed to be a contract
made under the laws of the State of Illinois and for all purposes shall be
construed in accordance with the laws of said State, without regard to
principles of conflicts of law. All obligations of the Funds and rights of the
Agent and the Banks shall be in addition to and not in limitation of those
provided by applicable law.
SECTION 11. OTHER. The parties hereto acknowledge that the Syndication
Agent and the Documentation Agent have been designated as such for purposes of
convenience only, and that the Syndication Agent and the Documentation Agent
shall not have any duties or responsibilities, except those that may be
expressly set forth in one or more separate written agreements, or any fiduciary
relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Syndication Agent or the Documentation
Agent.
SECTION 12. DISCLAIMER. None of the shareholders, trustees, directors,
officers, employees and other agents of any Fund or Portfolio shall personally
be bound by or liable for any indebtedness, liability or obligation hereunder or
under any Note nor shall resort be had to their private property for the
satisfaction of any obligation or claim hereunder or thereunder.
- 9 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
XXXX XXXXX VALUE TRUST, INC.
By:__________________________________
Title:_______________________________
XXXX XXXXX TOTAL RETURN TRUST, INC.
By:__________________________________
Title:_______________________________
XXXX XXXXX SPECIAL INVESTMENT TRUST,
INC.
By:__________________________________
Title:_______________________________
XXXX XXXXX INVESTORS TRUST, INC.,
ON BEHALF OF XXXX XXXXX AMERICAN
LEADING COMPANIES TRUST
By:__________________________________
Title:_______________________________
XXXX XXXXX INVESTORS TRUST, INC.,
ON BEHALF OF XXXX XXXXX BALANCED
TRUST
By:__________________________________
Title:_______________________________
S-1
XXXX XXXXX INVESTORS TRUST, INC., ON
BEHALF OF XXXX XXXXX U.S.
SMALL-CAPITALIZATION VALUE TRUST
By:__________________________________
Title:_______________________________
XXXX XXXXX INVESTORS TRUST, INC., ON
BEHALF OF XXXX XXXXX FINANCIAL
SERVICES FUND
By:__________________________________
Title:_______________________________
XXXX XXXXX GLOBAL TRUST, INC., ON
BEHALF OF XXXX XXXXX GLOBAL
INCOME TRUST
By:__________________________________
Title:_______________________________
XXXX XXXXX GLOBAL TRUST, INC., ON
BEHALF OF XXXX XXXXX INTERNATIONAL
EQUITY TRUST
By:__________________________________
Title:_______________________________
S-2
XXXX XXXXX GLOBAL TRUST, INC., ON
BEHALF OF XXXX XXXXX EMERGING MARKETS
TRUST
By:__________________________________
Title:_______________________________
XXXX XXXXX GLOBAL TRUST, INC., ON
BEHALF OF XXXX XXXXX EUROPE FUND
By:__________________________________
Title:_______________________________
XXXX XXXXX TAX-FREE INCOME FUND,
ON BEHALF OF XXXX XXXXX MARYLAND
TAX-FREE INCOME TRUST
By:__________________________________
Title:_______________________________
XXXX XXXXX TAX-FREE INCOME FUND,
ON BEHALF OF XXXX XXXXX PENNSYLVANIA
TAX-FREE INCOME TRUST
By:__________________________________
Title:_______________________________
XXXX XXXXX TAX-FREE INCOME FUND,
ON BEHALF OF XXXX XXXXX TAX-FREE
INTERMEDIATE-TERM INCOME TRUST
By:__________________________________
Title:_______________________________
S-3
XXXX XXXXX INCOME TRUST, INC., ON
BEHALF OF XXXX XXXXX U.S.
GOVERNMENT INTERMEDIATE-TERM PORTFOLIO
By:__________________________________
Title:_______________________________
XXXX XXXXX INCOME TRUST, INC., ON
BEHALF OF XXXX XXXXX INVESTMENT
GRADE INCOME PORTFOLIO
By:__________________________________
Title:_______________________________
XXXX XXXXX INCOME TRUST, INC., ON
BEHALF OF XXXX XXXXX HIGH YIELD
PORTFOLIO
By:__________________________________
Title:_______________________________
XXXX XXXXX FOCUS TRUST, INC.
By:__________________________________
Title:_______________________________
XXXX XXXXX LIGHT STREET TRUST, INC.,
ON BEHALF OF XXXX XXXXX MARKET
NEUTRAL TRUST
By:__________________________________
Title:_______________________________
S-4
XXXXXXXX CAPITAL TRUST, ON
BEHALF OF XXXXXXXX VALUE
INTERNATIONAL FUND
By:__________________________________
Title:_______________________________
XXXXXXXX CAPITAL TRUST, ON
BEHALF OF XXXXXXXX BASIC
VALUE FUND
By:__________________________________
Title:_______________________________
LM INSTITUTIONAL FUND ADVISORS II, INC.,
ON BEHALF OF LM VALUE INSTITUTIONAL
PORTFOLIO
By:__________________________________
Title:_______________________________
LM INSTITUTIONAL FUND ADVISORS II, INC.,
ON BEHALF OF LM SPECIAL INVESTMENT
INSTITUTIONAL PORTFOLIO
By:__________________________________
Title:_______________________________
S-5
LM INSTITUTIONAL FUND ADVISORS II, INC.,
ON BEHALF OF LM TOTAL RETURN
INSTITUTIONAL PORTFOLIO
By:__________________________________
Title:_______________________________
LM INSTITUTIONAL FUND ADVISORS II, INC.,
ON BEHALF OF BATTERYMARCH
INTERNATIONAL EQUITY PORTFOLIO
By:__________________________________
Title:_______________________________
LM INSTITUTIONAL FUND ADVISORS II, INC.,
ON BEHALF OF BATTERYMARCH
EMERGING MARKETS PORTFOLIO
By:__________________________________
Title:_______________________________
XXXX XXXXX INVESTMENT TRUST, INC.,
ON BEHALF OF XXXX XXXXX OPPORTUNITY
TRUST
By:__________________________________
Title:_______________________________
S-6
XXXX XXXXX LIGHT STREET TRUST, INC.,
ON BEHALF OF XXXX XXXXX CLASSIC
VALUATION FUND
By:__________________________________
Title:_______________________________
LM INSTITUTIONAL FUND ADVISORS II, INC.,
ON BEHALF OF LM BALANCED INSTITUTIONAL
PORTFOLIO
By:__________________________________
Title:_______________________________
LM INSTITUTIONAL FUND ADVISORS II, INC.,
ON BEHALF OF BATTERYMARCH U.S.
MIDCAPITALIZATION EQUITY PORTFOLIO
By:__________________________________
Title:_______________________________
LM INSTITUTIONAL FUND ADVISORS II, INC.,
ON BEHALF OF BATTERYMARCH U.S. SMALL
CAPITALIZATION EQUITY PORTFOLIO
By:__________________________________
Title:_______________________________
S-7
BANK OF AMERICA, N.A., as Agent
By:__________________________________
Title:_______________________________
BANK OF AMERICA, N.A., as a Bank
By:__________________________________
Title:_______________________________
S-8
FIRST UNION NATIONAL BANK
By:__________________________________
Title:_______________________________
X-0
XXXXX XXXXXX XXXX AND TRUST COMPANY
By:__________________________________
Title:_______________________________
S-10
NATIONAL AUSTRALIA BANK LIMITED,
A.C.N. 004044937
By:__________________________________
Title:_______________________________
S-11
DEN DANSKE BANK AKTIESELSKAB
By:__________________________________
Title:_______________________________
By:__________________________________
Title:_______________________________
S-12
ANNEX I
ORIGINAL BORROWER PARTIES
Xxxx Xxxxx Value Trust, Inc.
Xxxx Xxxxx Special Investment Trust, Inc.
Xxxxxxxx Capital Trust, on behalf of Xxxxxxxx Basic Value Fund and Xxxxxxxx
Value International Fund
Xxxx Xxxxx Focus Trust, Inc.
Xxxx Xxxxx Global Trust, Inc., on behalf of Xxxx Xxxxx Global Income Trust
(formerly Xxxx Xxxxx Global Government Trust), Xxxx Xxxxx International Equity
Trust, Xxxx Xxxxx Emerging Markets Trust and Xxxx Xxxxx Europe Fund (formerly
Xxxxxxxx Europe Fund)
Xxxx Xxxxx Income Trust, Inc., on behalf of Xxxx Xxxxx U.S. Government
Intermediate-Term Portfolio, Xxxx Xxxxx Investment Grade Income Portfolio and
Xxxx Xxxxx High Yield Portfolio
Xxxx Xxxxx Investors Trust, Inc., on behalf of Xxxx Xxxxx American Leading
Companies Trust, Xxxx Xxxxx Balanced Trust, Xxxx Xxxxx U.S. Small-Capitalization
Value Trust and Xxxx Xxxxx Financial Services Fund (formerly Xxxxxxxx Financial
Services Fund)
Xxxx Xxxxx Light Street Trust, Inc., on behalf of Xxxx Xxxxx Market Neutral
Trust
Xxxx Xxxxx Tax-Free Income Fund, on behalf of Xxxx Xxxxx Maryland Tax-Free
Income Trust, Xxxx Xxxxx Pennsylvania Tax-Free Income Trust and Xxxx Xxxxx
Tax-Free Intermediate-Term Income Trust
Xxxx Xxxxx Total Return Trust, Inc.
LM Institutional Fund Advisors II, Inc., on behalf of LM Value Institutional
Portfolio, LM Special Investment Institutional Portfolio (formerly XX XxxXxx
Institutional Portfolio), LM Total Return Institutional Portfolio, Batterymarch
International Equity Portfolio and Batterymarch Emerging Markets Portfolio
I-1
NEW BORROWER PARTIES
LM Institutional Fund Advisors II, Inc., on behalf of LM Balanced Institutional
Portfolio, Batterymarch U.S. MidCapitalization Equity Portfolio and Batterymarch
U.S. Small Capitalization Equity Portfolio
Xxxx Xxxxx Investment Trust, Inc., on behalf of Xxxx Xxxxx Opportunity Trust
Xxxx Xxxxx Light Street, Inc., on behalf of Xxxx Xxxxx Classic Valuation Fund
II-2
