0001193125-10-230234 Sample Contracts

AMENDMENT AGREEMENT NO. 2 AND JOINDER
Amendment Agreement • October 15th, 2010 • Baron Select Funds • New York

This AMENDMENT AGREEMENT NO. 2 (this “Amendment”) is made as of May 19, 2010, by and among BARON SELECT FUNDS, ON BEHALF OF ITS SERIES BARON PARTNERS FUND (the “Borrower”), STATE STREET BANK AND TRUST COMPANY in its capacity as a “Bank” under the Credit Agreement referred to below (the “Existing Bank”), THE BANK OF NOVA SCOTIA, NEW YORK AGENCY (the “New Bank”), STATE STREET BANK AND TRUST COMPANY, as operations agent for itself and the other Banks (as defined in the Credit Agreement referred to below) (in such capacity, the “Operations Agent”) and STATE STREET BANK AND TRUST COMPANY, as administrative agent for itself and the other Banks (as defined in the Credit Agreement referred to below) (in such capacity, the “Administrative Agent”; the Administrative Agent and the Operations Agent are collectively referred to herein as the “Agents”).

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AMENDMENT AGREEMENT NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • October 15th, 2010 • Baron Select Funds • New York

This AMENDMENT AGREEMENT NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENT (this “Amendment”) is made as of May 19, 2010, by and among (a) BARON SELECT FUNDS, on behalf of its series Baron Partners Fund, a Delaware statutory trust (the “Borrower”), (b) STATE STREET BANK AND TRUST COMPANY, as operations agent (hereinafter, in such capacity, the “Operations Agent”) for itself and the other lending institutions (hereinafter, collectively, the “Lenders”) which are or may become parties to an Amended and Restated Credit Agreement dated as of September 26, 2008 (as amended and in effect from time to time, the “Credit Agreement”) among the Borrower, the Lenders, the Operations Agent and the other parties thereto; and (c) STATE STREET BANK AND TRUST COMPANY in its capacity as Custodian (as defined in the Credit Agreement) (in such capacity, the “Custodian”).

AMENDMENT AGREEMENT NO. 3
Amendment Agreement • October 15th, 2010 • Baron Select Funds • New York

This AMENDMENT AGREEMENT NO. 3 (this “Amendment”) is made as of September 24, 2010, by and among BARON SELECT FUNDS, ON BEHALF OF ITS SERIES BARON PARTNERS FUND (the “Borrower”), the lending institutions listed on the signature pages hereof (collectively, the “Banks”), STATE STREET BANK AND TRUST COMPANY, as operations agent for itself and the other Banks (in such capacity, the “Operations Agent”) and STATE STREET BANK AND TRUST COMPANY, as administrative agent for itself and the other Banks (in such capacity, the “Administrative Agent”; the Administrative Agent and the Operations Agent are collectively referred to herein as the “Agents”).

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