Amendments to Existing Loan Agreement. 1. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Blended Equity Fund, Columbia Emerging Markets Fund, Columbia Energy and Natural Resources Fund, Columbia International Growth Fund, Columbia Select Large Cap Growth Fund, Columbia Pacific/Asia Fund, Columbia Select Small Cap Fund, Columbia Value and Restructuring Fund, Columbia Bond Fund, Columbia Short-Intermediate Bond Fund, Columbia Select Opportunities Fund, and Columbia Mid Cap Value and Restructuring Fund, each a series of Columbia Funds Series Trust I, and Columbia Overseas Value Fund, a series of Columbia Funds Series Trust (each, a “New Fund” and, together, the “New Funds”) to the terms of the Loan Agreement and Note as Funds thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the date hereof, the New Funds are and shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if each of the New Funds had been a “Fund” party to the original execution and delivery thereof; and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall hereafter be deemed to be references to each of the New Funds. 2. The Borrowers have informed the Bank that on the date hereof certain Funds shall combine with and into certain of the portfolio series of a Borrower constituting existing Funds under the Loan Agreement or certain of the portfolio series of a Borrower constituting New Funds under the Loan Agreement, with a Fund or New Fund being the acquiring and surviving Fund in each respective case, all as described more specifically on Appendix II to this letter amendment (such combinations, the “Combinations”). The Bank hereby acknowledges notice of the Combinations and acknowledges that each of the Combinations constitutes a Permitted Merger under the Loan Agreement; provided that, in each case, no Default shall exist or result from such Combination. Each of the foregoing Funds constituting the acquiring and surviving Fund of each respective Combination acknowledges and hereby expressly assumes, confirms, and agrees to pay, perform, observe and maintain in full force and effect, all of the covenants, agreements, obligations, liabilities and indebtedness, if any, constituting the obligations of the respective acquired Fund, including, without limitation, any and all obligations in respect of principal, interest, fees, expenses, and other amounts payable or to become payable by the respective acquired Fund under the Loan Agreement or the Note. The parties hereto agree that as of the date hereof, Excelsior Funds, Inc. and Excelsior Funds Trust shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents. The parties hereto furthermore agree that as of the May 5, 2008, Excelsior Tax-Exempt Funds, Inc. shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents. 3. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Xxxxxxx Global Fund (“CMGF”), a series of Columbia Funds Series Trust (the “CFST”), to the terms of the Loan Agreement and Note as a Fund thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the CMGF Effective Date (as defined below), CMGF shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if CMGF had been a “Fund” party to the original execution and delivery thereof, and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall thereafter be deemed to include references to CMGF. Notwithstanding the foregoing or anything else contained herein, this paragraph 3 shall not become effective unless and until the Borrowers shall have delivered to the Bank, on or prior to May 1, 2008, the following: (i) Federal Reserve Regulation U-1 form executed by CFST and (ii) a copy of a fully executed additional series letter pursuant to which CFST has requested that the Custodian serve as custodian with respect to CMGF under the terms of that certain Master Custodian Agreement dated June 13, 2005 by and between Custodian and each registered investment company listed on Appendix A thereto and that after performing its customary due diligence, the Custodian has agreed to so serve. In the event that the above conditions shall not have been satisfied on or prior to April 30, 2008, the provisions of this paragraph shall not be effective, and unless and until such conditions have been satisfied, CMGF shall not be a Fund under the Loan Documents for any purpose. The date on which the conditions of this paragraph are satisfied shall be referred to as the “CMGF Effective Date”. 4. The Appendix I to the Loan Agreement and Note are hereby deleted in their entirety and the Appendix I attached hereto is substituted in each instance therefore to reflect the changes described in paragraphs 1, 2 and 3 above. 5. Section II(14) of the Loan Agreement is hereby amended by restating the following definition appearing therein, in its entirety, to read as follows:
Appears in 3 contracts
Samples: Loan Agreement (Columbia Funds Variable Insurance Trust I), Loan Agreement (Columbia Funds Variable Insurance Trust), Loan Agreement (Columbia Funds Series Trust)
Amendments to Existing Loan Agreement. 1. The Borrowers a. Upon the effectiveness of this Amendment, Section 10.2.2(a) of the Existing Loan Agreement shall be amended and restated in its entirety as follows: “Directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock and Holdings will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that Holdings and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Fixed Asset Fixed Charge Coverage Ratio of Parent and its Restricted Subsidiaries on a consolidated basis for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have requestedat least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the Bank has agreedapplication of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the addition foregoing by Restricted Subsidiaries that are U.S. Domiciled Loan Parties shall not exceed the greater of Columbia Blended Equity Fund(x) $130,000,000 and (y) 5.0% of Consolidated Total Assets at the time of Incurrence, Columbia Emerging Markets Fundat any one time outstanding.”
b. Upon the effectiveness of this Amendment, Columbia Energy and Natural Resources Fund, Columbia International Growth Fund, Columbia Select Large Cap Growth Fund, Columbia Pacific/Asia Fund, Columbia Select Small Cap Fund, Columbia Value and Restructuring Fund, Columbia Bond Fund, Columbia Short-Intermediate Bond Fund, Columbia Select Opportunities Fund, and Columbia Mid Cap Value and Restructuring Fund, each a series of Columbia Funds Series Trust I, and Columbia Overseas Value Fund, a series of Columbia Funds Series Trust (each, a “New Fund” and, together, the “New Funds”Section 10.2.2(b)(i) to the terms of the Existing Loan Agreement shall be amended and Note restated in its entirety as Funds thereunderfollows:
1. Therefore“the Incurrence by Holdings or its Restricted Subsidiaries (including for the avoidance of doubt, for good and valuable consideration, the receipt of which any Wholly-Owned Restricted Subsidiary that is hereby acknowledged, the Borrowers and the Bank agree that effective as a Foreign Subsidiary designated under Section 2.18 of the date hereof, term loan credit agreement governing the New Funds are and shall be subject to and bound by, and shall be entitled to all Fixed Asset Facility as such agreement is in effect on the benefits of, First Amendment Effective Date (or any comparable section of any other Fixed Asset Facility)) of (1) the Loan Obligations under this Agreement and the Noteother Loan Documents, and shall be a party thereto, all as if each (2) Indebtedness in respect of the Fixed Asset Facility described in the definition thereof in an aggregate principal amount not to exceed at any one time outstanding $340,000,000 and (3) additional Indebtedness under the Fixed Asset Facility up to an aggregate principal amount of Indebtedness outstanding in reliance of this subclause (3) not to exceed the sum of (i) the maximum positive amount of Indebtedness at such time that could be Incurred without causing the Consolidated Senior Secured Net Debt Ratio to exceed 2.25 to 1.00 (in each case, on a pro forma basis, after giving effect to (x) any New Funds had been a “Fund” party Term Loans or New Revolving Facility issued pursuant to Section 2.17 of the term loan credit agreement governing the Fixed Asset Facility Incurred on or prior to the original execution and delivery thereof; and all references date of determination as such agreement is in effect on the Loan Agreement and the Note to a “Fund” First Amendment Effective Date (or any comparable section of any other relevant Fixed Asset Facility), (y) any increased Loans (as defined in the term used to describe loan credit agreement governing the Funds thereunder) shall hereafter be deemed to be references to each of the New Funds.
2. The Borrowers have informed the Bank that Fixed Asset Facility as such agreement is in effect on the First Amendment Effective Date) Incurred on or prior to the date hereof certain Funds shall combine with and into certain of determination, or (z) any Incremental Equivalent Debt Incurred on or prior to the portfolio series date of a Borrower constituting existing Funds under the Loan Agreement or certain of the portfolio series of a Borrower constituting New Funds under the Loan Agreementdetermination, with a Fund or New Fund being the acquiring and surviving Fund in each respective case, all as described more specifically on Appendix II to this letter amendment (such combinations, the “Combinations”). The Bank hereby acknowledges notice of the Combinations and acknowledges that each of the Combinations constitutes a Permitted Merger under the Loan Agreement; provided thatand, in each case, no Default shall exist or result from such Combination. Each the use of the foregoing Funds constituting the acquiring and surviving Fund of each respective Combination acknowledges and hereby expressly assumesproceeds therefrom, confirms, and agrees to pay, perform, observe and maintain in full force and effect, all of the covenants, agreements, obligations, liabilities and indebtedness, if any, constituting the obligations of the respective acquired Fund, including, without limitation, but excluding any and all obligations in respect of principal, interest, fees, expenses, and other amounts payable or to become payable by the respective acquired Fund under the Loan Agreement or the Note. The parties hereto agree that as of the date hereof, Excelsior Funds, Inc. and Excelsior Funds Trust shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents. The parties hereto furthermore agree that as of the May 5, 2008, Excelsior Tax-Exempt Funds, Inc. shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents.
3. The Borrowers have requested, and the Bank has agreed, Incurred simultaneously pursuant to the addition of Columbia Xxxxxxx Global Fund (“CMGF”), a series of Columbia Funds Series Trust (the “CFST”), to the terms of the Loan Agreement and Note as a Fund thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the CMGF Effective Date (as defined below), CMGF shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if CMGF had been a “Fund” party to the original execution and delivery thereof, and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall thereafter be deemed to include references to CMGF. Notwithstanding the foregoing or anything else contained herein, this paragraph 3 shall not become effective unless and until the Borrowers shall have delivered to the Bank, on or prior to May 1, 2008, the following: (i) Federal Reserve Regulation U-1 form executed by CFST and immediately following clause (ii) and, in the case of an increase to a copy New Revolving Facility, assuming that the amount of a such increase is fully executed additional series letter drawn), (ii) $400,000,000 and (iii) the aggregate principal amount of all voluntary prepayments (or voluntary redemptions) after the Third Restatement Date of (a) Term Loans (or notes issued under an indenture for the Fixed Asset Facility) and New Term Loans prior to such date and (including pursuant to which CFST has requested that the Custodian serve as custodian with respect a Dutch Auction pursuant to CMGF under the terms of that certain Master Custodian Agreement dated June 13, 2005 by and between Custodian and each registered investment company listed on Appendix A thereto and that after performing its customary due diligence, the Custodian has agreed to so serve. In the event that the above conditions shall not have been satisfied on or prior to April 30, 2008, the provisions of this paragraph shall not be effective, and unless and until such conditions have been satisfied, CMGF shall not be a Fund under the Loan Documents for any purpose. The date on which the conditions of this paragraph are satisfied shall be referred to as the “CMGF Effective Date”.
4. The Appendix I to the Loan Agreement and Note are hereby deleted in their entirety and the Appendix I attached hereto is substituted in each instance therefore to reflect the changes described in paragraphs 1, 2 and 3 above.
5. Section II(14) of the Loan Agreement is hereby amended by restating the following definition appearing therein, in its entirety, to read as follows:Section
Appears in 1 contract
Amendments to Existing Loan Agreement. 1. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Blended Equity Value and Restructuring Fund, Variable Series, Columbia Emerging Markets Select Opportunities Fund, Columbia Energy Variable Series and Natural Resources Fund, Columbia International Growth Fund, Columbia Select Large Cap Growth Fund, Columbia Pacific/Asia Fund, Columbia Select Small Cap Fund, Columbia Value and Restructuring Fund, Columbia Bond Fund, Columbia Short-Intermediate Bond Fund, Columbia Select Opportunities Fund, and Columbia Mid Cap Value and Restructuring FundVariable Series, each a series of Columbia Funds Series Trust I, and Columbia Overseas Value Fund, a series of Columbia Funds Series Variable Insurance Trust (each, a “New Fund” and, together, the “New Funds”) to the terms of the Loan Agreement and Note as Funds thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the date hereof, the New Funds are and shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if each of the New Funds had been a “Fund” party to the original execution and delivery thereof; and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall hereafter be deemed to be references to each of the New Funds.
2. The Borrowers have informed and the Bank agree that on the date hereof certain Funds shall combine with and into certain of the portfolio Columbia Xxxxxxx Growth Master Portfolio, a series of Columbia Funds Master Investment Trust, LLC (the “Terminating Fund”), will be terminated as a Borrower constituting existing Funds under “Fund,” effective upon (i) the Loan Agreement transfer of its assets to CMGF (defined below) via a redemption in-kind of CMGF’s interests in the Terminating Fund, thereby converting CMGF from a feeder fund investing all of its assets in the Terminating Fund to a stand-alone fund (the “Conversion”), and (ii) the payment and satisfaction in full of all principal, interest, fees and other obligations or certain of amounts owing by the portfolio series of a Borrower constituting New Funds Terminating Fund under the Loan Agreement, with a Fund or New Fund being the acquiring and surviving Fund in each respective case, all as described more specifically on Appendix II to this letter amendment (such combinations, the “Combinations”). The Bank hereby acknowledges notice of the Combinations and acknowledges that each of the Combinations constitutes a Permitted Merger under the Loan Agreement; provided that, in each case, no Default shall exist or result from such Combination. Each of the foregoing Funds constituting the acquiring and surviving Fund of each respective Combination acknowledges and hereby expressly assumes, confirms, and agrees to pay, perform, observe and maintain in full force and effect, all of the covenants, agreements, obligations, liabilities and indebtedness, if any, constituting the obligations of the respective acquired Fund, including, without limitation, any and all obligations in respect of principal, interest, fees, expenses, and other amounts payable or to become payable by the respective acquired Fund under the Loan Agreement or the Note. The parties hereto agree that as of the date hereof, Excelsior Funds, Inc. and Excelsior Funds Trust shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents. The parties hereto furthermore agree that as of the May 5, 2008, Excelsior Tax-Exempt Funds, Inc. shall be terminated as a “Borrower” Agreement and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan DocumentsNote.
3. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Xxxxxxx Global Growth Fund (“CMGF”), a series of Columbia Funds Series Trust (the “CFST”), to the terms of the Loan Agreement and Note as a Fund thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the CMGF Effective Date (as defined below), CMGF shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if CMGF had been a “Fund” party to the original execution and delivery thereof, and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall thereafter be deemed to include references to CMGF. Notwithstanding the foregoing or anything else contained herein, this paragraph 3 shall not become effective unless and until (i) the Borrowers shall have delivered to the Bank, on or prior to May 1October 16, 2008, the following: (i) a Federal Reserve Regulation U-1 form executed by CFST and CFST, (ii) the Borrowers shall have delivered to the Bank notice of the effective date of the Conversion described in paragraph 2 above and (iii) the Terminating Fund shall have been terminated as a copy of a fully executed additional series letter “Fund” pursuant to which CFST has requested that the Custodian serve as custodian with respect to CMGF under the terms of that certain Master Custodian Agreement dated June 13, 2005 by and between Custodian and each registered investment company listed on Appendix A thereto and that after performing its customary due diligence, the Custodian has agreed to so serveparagraph 2 above. In the event that the above conditions shall not have been satisfied on or prior to April 30October 16, 2008, the provisions of this paragraph shall not be effective, and unless and until such conditions have been satisfied, CMGF shall not be a Fund under the Loan Documents for any purpose. The date on which the conditions of this paragraph are satisfied shall be referred to as the “CMGF Effective Date”.
4. The Appendix I to the Loan Agreement and Note are hereby deleted in their entirety and the Appendix I attached hereto is substituted in each instance therefore to reflect the changes described in paragraphs 1, 2 and 3 above.
5. Section II(14) of the Loan Agreement is hereby amended by restating the following definition appearing therein, in its entirety, to read as follows:
Appears in 1 contract
Amendments to Existing Loan Agreement. 1. The Borrowers have requested, and the Bank has agreed, preamble to the addition of Columbia Blended Equity Fund, Columbia Emerging Markets Fund, Columbia Energy and Natural Resources Fund, Columbia International Growth Fund, Columbia Select Large Cap Growth Fund, Columbia Pacific/Asia Fund, Columbia Select Small Cap Fund, Columbia Value and Restructuring Fund, Columbia Bond Fund, Columbia Short-Intermediate Bond Fund, Columbia Select Opportunities Fund, and Columbia Mid Cap Value and Restructuring Fund, each a series of Columbia Funds Series Trust I, and Columbia Overseas Value Fund, a series of Columbia Funds Series Trust (each, a “New Fund” and, together, the “New Funds”) to the terms of the Loan Agreement and Note as Funds thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the date hereof, the New Funds are and shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if each of the New Funds had been a “Fund” party to the original execution and delivery thereof; and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall hereafter be deemed to be references to each of the New Funds.
2. The Borrowers have informed the Bank that on the date hereof certain Funds shall combine with and into certain of the portfolio series of a Borrower constituting existing Funds under the Loan Agreement or certain of the portfolio series of a Borrower constituting New Funds under the Loan Agreement, with a Fund or New Fund being the acquiring and surviving Fund in each respective case, all as described more specifically on Appendix II to this letter amendment (such combinations, the “Combinations”). The Bank hereby acknowledges notice of the Combinations and acknowledges that each of the Combinations constitutes a Permitted Merger under the Loan Agreement; provided that, in each case, no Default shall exist or result from such Combination. Each of the foregoing Funds constituting the acquiring and surviving Fund of each respective Combination acknowledges and hereby expressly assumes, confirms, and agrees to pay, perform, observe and maintain in full force and effect, all of the covenants, agreements, obligations, liabilities and indebtedness, if any, constituting the obligations of the respective acquired Fund, including, without limitation, any and all obligations in respect of principal, interest, fees, expenses, and other amounts payable or to become payable by the respective acquired Fund under the Loan Agreement or the Note. The parties hereto agree that as of the date hereof, Excelsior Funds, Inc. and Excelsior Funds Trust shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents. The parties hereto furthermore agree that as of the May 5, 2008, Excelsior Tax-Exempt Funds, Inc. shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents.
3. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Xxxxxxx Global Fund (“CMGF”), a series of Columbia Funds Series Trust (the “CFST”), to the terms of the Loan Agreement and Note as a Fund thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the CMGF Effective Date (as defined below), CMGF shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if CMGF had been a “Fund” party to the original execution and delivery thereof, and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall thereafter be deemed to include references to CMGF. Notwithstanding the foregoing or anything else contained herein, this paragraph 3 shall not become effective unless and until the Borrowers shall have delivered to the Bank, on or prior to May 1, 2008, the following: (i) Federal Reserve Regulation U-1 form executed by CFST and (ii) a copy of a fully executed additional series letter pursuant to which CFST has requested that the Custodian serve as custodian with respect to CMGF under the terms of that certain Master Custodian Agreement dated June 13, 2005 by and between Custodian and each registered investment company listed on Appendix A thereto and that after performing its customary due diligence, the Custodian has agreed to so serve. In the event that the above conditions shall not have been satisfied on or prior to April 30, 2008, the provisions of this paragraph shall not be effective, and unless and until such conditions have been satisfied, CMGF shall not be a Fund under the Loan Documents for any purpose. The date on which the conditions of this paragraph are satisfied shall be referred to as the “CMGF Effective Date”.
4. The Appendix I to the Loan Agreement and Note are hereby deleted in their entirety and the Appendix I attached hereto is substituted in each instance therefore to reflect the changes described in paragraphs 1, 2 and 3 above.
5. Section II(14) of the Existing Loan Agreement is hereby amended by restating deleting the following definition appearing therein, wherever it may appear: “$75,000,000” and substituting the following therefor: “$50,000,000”.
2. Section I(1) of the Existing Loan Agreement is hereby amended by deleting the first sentence in its entiretyentirety and substituting the following therefor: “The Uncommitted Line shall expire on March 20, 2017 (the “Expiration Date”), unless extended by mutual agreement of the Bank and the Borrower or, with respect to any Fund, terminated by the Borrower on behalf of such Fund as provided herein.” ICON Funds, on behalf of its fund series as set forth on Appendix I attached hereto March 21, 2016
3. Section I(5)(a) of the Existing Loan Agreement is hereby amended by deleting the word “first” in the first sentence thereof and substituting in lieu thereof the word “fifteenth”.
4. Section I(5)(b) of the Existing Loan Agreement is hereby amended by inserting after the first sentence thereof the following new sentences: “The Borrower hereby authorizes and irrevocably directs the Bank, at the Bank’s option at any time upon and following the due date for payment by the Borrower of any amounts under the Loan Documents, and without any further notice to or consent of the Borrower, to read as follows:debit any account(s) of the Borrower with the Bank and apply amounts so debited toward the payment of any such amounts due and owing by the Borrower under the Loan Documents. Notwithstanding such authorization and direction, the Borrower hereby further acknowledges and agrees that (i) the Bank shall have no obligation to so debit any such account(s) and shall have no liability whatsoever to the Borrower for any failure to do so, and (ii) the Borrower shall fully retain the obligation under the Loan Documents to make all payments thereunder when due.”
5. Section II(1) of the Existing Loan Agreement is hereby amended by: (a) deleting the word “and” which appears at the end of Section II(1)(i); (b) deleting the period which appears at the end of Section II(1)(j) and substituting in place thereof a semicolon; and (c) inserting immediately after the end of Section II(1)(j), the following new paragraph (k):
Appears in 1 contract
Samples: Ninth Amendment to Icon Funds Line of Credit (Icon Funds)
Amendments to Existing Loan Agreement. 1. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Blended Equity Fund, Columbia Emerging Markets Fund, Columbia Energy and Natural Resources Fund, Columbia International Growth Fund, Columbia Select Large Cap Growth Fund, Columbia Pacific/Asia Fund, Columbia Select Small Cap Fund, Columbia Value and Restructuring Fund, Columbia Bond Fund, Columbia Short-Intermediate Bond Fund, Columbia Select Opportunities Fund, and Columbia Mid Cap Value and Restructuring Fund, each a series of Columbia Funds Series Trust I, and Columbia Overseas Value Fund, a series of Columbia Funds Series Trust Daily Cash Reserves (each, a the “New Fund” and, together, the “New Funds”) to the terms of the Loan Agreement and Note as Funds thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the date hereof, the New Funds are and shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if each of the New Funds had been a “Fund” party to the original execution and delivery thereof; and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall hereafter be deemed to be references to each of the New Funds.
2. The Borrowers have informed the Bank that on the date hereof certain Funds shall combine with and into certain of the portfolio series of a Borrower constituting existing Funds under the Loan Agreement or certain of the portfolio series of a Borrower constituting New Funds under the Loan Agreement, with a Fund or New Fund being the acquiring and surviving Fund in each respective case, all as described more specifically on Appendix II to this letter amendment (such combinations, the “Combinations”). The Bank hereby acknowledges notice of the Combinations and acknowledges that each of the Combinations constitutes a Permitted Merger under the Loan Agreement; provided that, in each case, no Default shall exist or result from such Combination. Each of the foregoing Funds constituting the acquiring and surviving Fund of each respective Combination acknowledges and hereby expressly assumes, confirms, and agrees to pay, perform, observe and maintain in full force and effect, all of the covenants, agreements, obligations, liabilities and indebtedness, if any, constituting the obligations of the respective acquired Fund, including, without limitation, any and all obligations in respect of principal, interest, fees, expenses, and other amounts payable or to become payable by the respective acquired Fund under the Loan Agreement or the Note. The parties hereto agree that as of the date hereof, Excelsior Funds, Inc. and Excelsior Funds Trust shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents. The parties hereto furthermore agree that as of the May 5, 2008, Excelsior Tax-Exempt Funds, Inc. shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents.
3. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Xxxxxxx Global Fund (“CMGF”), a series of Columbia Funds Series Trust (the “CFST”), to the terms of the Loan Agreement and Note as a Fund thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the CMGF Effective Date (as defined below)date hereof, CMGF the New Fund shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if CMGF the New Fund had been a “Fund” party to the original execution and delivery thereof, and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall thereafter be deemed to include references to CMGFthe New Fund.
2. Notwithstanding The Borrowers have previously notified the foregoing or anything else contained hereinBank that Excelsior Money Fund, this paragraph 3 shall not become effective unless a series of Excelsior Funds, Inc., combined with and until into the Borrowers shall have delivered to New Fund, with the Bank, on or prior to May 1, 2008New Fund being the acquiring and surviving Fund (such combination, the following: (i) Federal Reserve Regulation U-1 form executed by CFST “Combination”). The Bank hereby acknowledges notice of the Combination and (ii) a copy of a fully executed additional series letter pursuant to which CFST has requested acknowledges that the Custodian serve as custodian with respect to CMGF Combination constitutes a Permitted Merger under the terms of Loan Agreement; provided that certain Master Custodian Agreement dated June 13no Default shall exist or result from the Combination. The New Fund acknowledges and hereby expressly assumes, 2005 by and between Custodian and each registered investment company listed on Appendix A thereto and that after performing its customary due diligence, the Custodian has agreed to so serve. In the event that the above conditions shall not have been satisfied on or prior to April 30, 2008, the provisions of this paragraph shall not be effectiveconfirms, and unless agrees to pay, perform, observe and until such conditions have been satisfiedmaintain in full force and effect, CMGF shall not be a all of the covenants, agreements, obligations, liabilities and indebtedness, if any, constituting the obligations of the acquired Fund, including, without limitation, any and all obligations in respect of principal, interest, fees, expenses, and other amounts payable or to become payable by the acquired Fund under the Loan Documents for any purposeAgreement or the Note. The parties hereto agree that as of the date on which hereof, each of Excelsior Funds, Inc. and Excelsior Tax-Exempt Funds, Inc. are terminated as a “Borrower” and the conditions of this paragraph terminating Fund series thereof, if any, are satisfied shall be referred to terminated as a “Fund” for all purposes under the “CMGF Effective Date”Loan Documents.
43. The Appendix I to the Loan Agreement and Note are hereby deleted in their entirety and the Appendix I attached hereto is substituted in each instance therefore to reflect the changes described in paragraphs 1, 2 and 3 above.
5. Section II(14) of the Loan Agreement is hereby amended by restating the following definition appearing therein, in its entirety, to read as follows:
Appears in 1 contract
Amendments to Existing Loan Agreement. 1. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Blended Equity Fund, Columbia Emerging Markets Fund, Columbia Energy and Natural Resources Fund, Columbia International Growth Fund, Columbia Select Large Cap Growth Fund, Columbia Pacific/Asia Fund, Columbia Select Small Cap Fund, Columbia Value and Restructuring Fund, Columbia Bond Fund, Columbia Short-Intermediate Bond Fund, Columbia Select Opportunities Fund, and Columbia Mid Cap Value and Restructuring Fund, each a series of Columbia Funds Series Trust I, and Columbia Overseas Value Fund, a series of Columbia Funds Series Trust (each, a “New Fund” and, together, the “New Funds”) to the terms of the Loan Agreement and Note as Funds thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective Effective as of the date hereof, the New Funds are and shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if each of the New Funds had been a “Fund” party to the original execution and delivery thereof; and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall hereafter be deemed to be references to each of the New Funds.
2. The Borrowers have informed the Bank that on the date hereof certain Funds shall combine with and into certain of the portfolio series of a Borrower constituting existing Funds under the Loan Agreement or certain of the portfolio series of a Borrower constituting New Funds under the Loan Agreement, with a Fund or New Fund being the acquiring and surviving Fund in each respective case, all as described more specifically on Appendix II to this letter amendment (such combinations, the “Combinations”). The Bank hereby acknowledges notice of the Combinations and acknowledges that each of the Combinations constitutes a Permitted Merger under the Loan Agreement; provided that, in each case, no Default shall exist or result from such Combination. Each of the foregoing Funds constituting the acquiring and surviving Fund of each respective Combination acknowledges and hereby expressly assumes, confirms, and agrees to pay, perform, observe and maintain in full force and effect, all of the covenants, agreements, obligations, liabilities and indebtedness, if any, constituting the obligations of the respective acquired Fund, including, without limitation, any and all obligations in respect of principal, interest, fees, expenses, and other amounts payable or to become payable by the respective acquired Fund under the Loan Agreement or the Note. The parties hereto agree that as of the date hereof, Excelsior Funds, Inc. and Excelsior Funds Trust shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents. The parties hereto furthermore agree that as of the May 5, 2008, Excelsior Tax-Exempt Funds, Inc. shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents.
3. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Xxxxxxx Global Fund (“CMGF”), a series of Columbia Funds Series Trust (the “CFST”), to the terms of the Loan Agreement and Note as a Fund thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the CMGF Effective Date (as defined below), CMGF shall be subject to and bound by, and shall be entitled to all the benefits ofsatisfaction of the conditions precedent set forth in Section 2 below, the Loan Agreement and the Note, and shall be a party thereto, all as if CMGF had been a “Fund” party to the original execution and delivery thereof, and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall thereafter be deemed to include references to CMGF. Notwithstanding the foregoing or anything else contained herein, this paragraph 3 shall not become effective unless and until the Borrowers shall have delivered to the Bank, on or prior to May 1, 2008, the following: (i) Federal Reserve Regulation U-1 form executed by CFST and (ii) a copy of a fully executed additional series letter pursuant to which CFST has requested that the Custodian serve as custodian with respect to CMGF under the terms of that certain Master Custodian Agreement dated June 13, 2005 by and between Custodian and each registered investment company listed on Appendix A thereto and that after performing its customary due diligence, the Custodian has agreed to so serve. In the event that the above conditions shall not have been satisfied on or prior to April 30, 2008, the provisions of this paragraph shall not be effective, and unless and until such conditions have been satisfied, CMGF shall not be a Fund under the Loan Documents for any purpose. The date on which the conditions of this paragraph are satisfied shall be referred to as the “CMGF Effective Date”.
4. The Appendix I to the Loan Agreement and Note are hereby deleted in their entirety and the Appendix I attached hereto is substituted in each instance therefore to reflect the changes described in paragraphs 1, 2 and 3 above.
5. Section II(14) of the Existing Loan Agreement is hereby amended by restating the following definition appearing therein, in its entirety, to read as follows:
(a) The first sentence of Section 2.06(b) of the Existing Loan Agreement is hereby amended and restated as follows: On each Settlement Date, the Borrower shall pay to the Facility Agent for each Lender Group, for the account of the Lenders in such Lender Group, an unused fee (the “Unused Fee”) for each day during the related Accrual Period equal to the product of (x) Unused Fee Rate times (y) the excess, if any, of (i) (A) 102% with respect to Lender Groups that include a Conduit Lender, or 100% with respect to other Lender Groups, of (B) the daily average aggregate Commitments of the Committed Lenders in such Lender Group during the related Accrual Period over (ii) the daily average Advances of the Lenders in such Lender Group outstanding during such Accrual Period.
(b) The last sentence of Section 10.05 of the Existing Loan Agreement is hereby amended and restated as follows: Notwithstanding the foregoing, without the written consent of each Lender that would be affected thereby, no amendment, waiver or consent shall be effective if the effect thereof would extend the scheduled final maturity of any Advance, waive, reduce or postpone any scheduled repayment; reduce the rate of interest on any Advance or any fee payable hereunder; extend the time for payment of any such interest or fees; reduce the principal amount of any Advance; amend the definition of “Majority Facility Agents”; increase the Commitment or Maximum Conduit Lender Advance Amount of a Lender; extend the scheduled Facility Termination Date; release all or any material portion of the Collateral (except as expressly provided herein) from the Lien created under this Agreement; change the pro rata sharing of payments for the account of the Lenders required hereby; change the Priority of Payments; or amend the definition of “Net Receivables Balance”, “Required Reserve Percentage”; “Dilution Reserve Percentage”, “Loss Reserve Percentage”, “Yield and Fee Reserve Percentage”, “Floor Reserve Percentage” or “Eligible Receivable” or any defined term used directly or indirectly in such defined terms.
Appears in 1 contract
Samples: Receivables Loan, Security and Servicing Agreement (Flowers Foods Inc)