THIRD AMENDMENT
EXHIBIT H(6)
THIRD AMENDMENT
THIRD AMENDMENT (this "Amendment"), dated as of September 14,
2001, 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.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Banks and the Agents are parties to
a Credit Agreement, dated as of March 11,1999 (as amended to date, the "Credit
Agreement"):
WHEREAS, the Borrower has requested that the Banks amend the
Credit Agreement to provide for the additional Commitments described herein, and
the Banks party hereto have agreed to the amendments specified herein on the
terms, and subject to the conditions, set forth herein;
NOW, THEREFORE, it is agreed:
1. On and as of the Amendment Effective Date, (i) each Bank
party to this Amendment and whose name appears on Annex I hereto accepts for
itself such additional Commitments under and pursuant to the Credit Agreement as
are listed adjacent to such Bank's name on said Annex I (the "Additional
Commitments") and (ii) Schedule II to the Credit Agreement shall be deemed
amended by replacing the text of said Schedule II in its entirety with the text
of Annex II to this Amendment; provided that, notwithstanding anything to the
contrary contained in the Credit Agreement, all Additional Commitments described
above in this Section 1 shall terminate on December 31, 2001 (and Schedule II to
the Credit Agreement shall be deemed amended at such time to reflect such
reduction in the Total Commitment and the Commitment of each Bank with an
Additional Commitment hereunder), whereupon the Borrowers shall be required to
repay principal of Loans to the extent required by, and in accordance with the
provisions of, Section 3.02 of the Credit Agreement. All such Additional
Commitments extended pursuant to this Amendment shall, except as expressly
stated above, be subject to the terms of the Credit Agreement on the same basis
as all existing Commitments, including, without limitation, the provisions of
Sections 2, 3 and 9 thereof.
2. In order to induce the Banks and the Agents to enter
into this Amendment, each of the Borrowers hereby represents and warrants that
(a) no Default or Event of Default exists as of the date hereof both before and
after giving effect to this Amendment and (b) as of the date hereof, both before
and after giving effect to this Amendment, all representations and
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warranties of such Borrower contained in the Credit Agreement are true and
correct in all material respects.
3. This 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 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.
4. This 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.
5. THIS 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.
6. This Amendment shall become effective on the date (the
"Amendment Effective Date") when the Borrowers, the Required Banks (calculated
immediately prior to giving effect to this Amendment), and each Bank listed on
Annex I to this Amendment shall have signed a counterpart hereof (whether the
same or different counterparts) and shall have delivered (including by way of
facsimile transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, XX 00000; Attention: May Xxx-Xxxxxxx; facsimile number
(000) 000-0000.
* * * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this 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 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 BANK AG, NEW YORK BRANCH,
as Administrative Agent
By /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
Title: Vice President
By /s/ Xxxx X. Xxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
Title: Vice President
By /s/ Xxxx X. Xxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxx
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 /s/
-------------------------------
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
-------------------------------
Name: XXXXX XXXXXXX
Title: VICE PRESIDENT
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/ Laurent Venderzyppe
-------------------------------
Name: Laurent Venderzyppe
Title: Vice President
By /s/ Phil Truesdole
-------------------------------
Name: Phil Truesdole
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, 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 /s/ Xxxxxx Xxxxxxxxxx
-------------------------------
Name: XXXXXX XXXXXXXXXX
Title: VICE PRESIDENT
By /s/ Xxxx X. X'Xxxxx
-------------------------------
Name: XXXX X. X'XXXXX
Title: ASSISTANT GENERAL MANAGER
ANNEX I
ADDITIONAL COMMITMENTS
Bank Amount
----------------------------------- -------------
Deutsche Bank AG, New York and/or $ 120,000,000
Cayman Islands Branches
Slate Street Bank and Trust Company $ 100,000,000
Citibank, N.A. $ 100,000,000
Mellon Bank N.A. $ 50,000,000
BNP Paribas $ 50,000,000
------------------------------------------------------------
TOTAL $ 420,000,000
ANNEX II
COMMITMENTS
Name of Bank Commitment
--------------------------------------------------------- -------------
Deutsche Bank AG, New York and/or Cayman Islands Branches $ 235,000,000
State Street Bank and Trust Company $ 200,000,000
Citibank, N.A. $ 200,000,000
Mellon Bank N.A. $ 120,000,000
BNP Paribas $ 100,000,000
Danske Bank A/S $ 75,000,000
--------------------------------------------------------------------------------
TOTAL $ 930,000,000
