Exhibit (h)(29)
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this "Amendment"),
dated as of December 27, 2000, among THE GALAXY FUND, THE GALAXY VIP FUND, and
GALAXY FUND II (each a "Fund" and, collectively, the "Funds") on behalf of the
separate mutual fund portfolios listed, under the name of the Fund of which such
portfolio is a portfolio, on Schedule I (as amended by this Amendment) to the
hereinafter defined Credit Agreement (each such portfolio, including, without
limitation, each New Borrower (as defined below), a "Borrower" and,
collectively, the "Borrowers"), the bank party to the Credit Agreement on the
date hereof and immediately before giving effect to this Amendment (the "Bank"),
DEUTSCHE BANK SECURITIES INC., as Arranger and Syndication Agent, and DEUTSCHE
BANK AG, NEW YORK BRANCH, as Administrative Agent (together with the Arranger
and Syndication 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 Funds on behalf of the respective Borrowers, the
Bank and the Agents are parties to a Credit Agreement, dated as of December 29,
1999 (the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
1. Pursuant to Section 1.14 of the Credit Agreement, each
of the parties hereto hereby consents to the inclusion of Florida Municipal Bond
Fund, Intermediate Tax-Exempt Bond Fund, Connecticut Intermediate Municipal Bond
Fund, Massachusetts Intermediate Bond Fund, Growth Fund II and Pan Asia Fund as
Additional Borrowers (each a "New Borrower" and, collectively, the "New
Borrowers") under the Credit Agreement, and the execution and delivery of this
Amendment by The Galaxy Fund shall be deemed to be the execution and delivery of
a counterpart to the Credit Agreement on behalf of such New Borrowers.
2. In accordance with Section 1.14 of the Credit
Agreement, The Galaxy Fund shall deliver to each of the Bank and the
Administrative Agent, (a) on the First Amendment Effective Date (as hereinafter
defined), a certification by an authorized officer of such Fund that (i) the
representations, warranties and agreements of the Borrowers contained in Section
6 of the Credit Agreement are true and correct as if made on the date of such
certification and on the date when each New Borrower becomes a Borrower under
the Credit Agreement and (ii) no Default or Event of Default has occurred and is
continuing or will occur as a result of the New Borrowers becoming Borrowers
under the Credit Agreement and (b) on or before the First Amendment Effective
Date, true and correct copies of the most recent audited and unaudited financial
statements of each New Borrower. In addition, each New Borrower shall deliver to
the Administrative Agent certified copies of documents relating to such New
Borrower of the type referred to in Section 4.05 of the Credit Agreement.
3. In accordance with Section 1.14 of the Credit
Agreement, on and as of the First Amendment Effective Date, each New Borrower
shall become a "Borrower" under, and for all purposes of, the Credit Agreement
and the other Credit Documents.
4. Each New Borrower agrees to deliver to the Bank,
promptly following the First Amendment Effective Date, a Form U-1 certificate in
the form of Exhibit E to the Credit Agreement, which certificate shall be dated
the date hereof.
5. On the First Amendment Effective Date, the definition
of "Expiry Date" in Section 10.01 of the Credit Agreement shall be amended by
deleting the text "December 27, 2000" and inserting in lieu thereof the text
"March 27, 2001,".
6. On the First Amendment Effective Date, the definition
of "Notice Office" in Section 10.01 of the Credit Agreement shall be amended by
deleting the text "Xxxx Xxxxxxx" and inserting in lieu thereof the text "Xxxxxx
Xxxxxxx".
7. On the First Amendment Effective Date, the definition
of "Payment Office" in Section 10.01 of the Credit Agreement shall be amended by
deleting the text "Xxxx Xxxxxxx" and inserting in lieu thereof the text "Xxxxxx
Xxxxxxx".
8. On the First Amendment Effective Date, the Credit
Agreement shall be amended by deleting Schedule I thereto in its entirety and
replacing it with Exhibit A attached hereto.
9. In order to induce the Bank 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 or will exist as of the date hereof
and after giving effect to this Amendment and (b) as of the date hereof, after
giving effect to this Amendment, all representations, warranties and agreements
of the Borrowers contained in the Credit Agreement will be true and correct in
all material respects.
10. 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 that the Bank, 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. Except as
expressly modified hereby, the terms and provisions of the Credit Agreement
shall continue in full force and effect. On and after the First Amendment
Effective Date, whenever the Credit Agreement is referred to in the Credit
Agreement, any other Credit Document or any of the instruments, agreements or
other documents executed and delivered in connection therewith, it shall be
deemed to be a reference to the Credit Agreement as amended hereby.
11. 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.
12. 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.
13. This Amendment shall become effective on the date (the
"First Amendment Effective Date") when the Borrowers, the Agents, and the Bank
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 the Administrative Agent.
* * * *
-3-
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.
THE GALAXY FUND, on behalf of the
Borrowers listed on Schedule I-A
as amended
By /s/ Xxxxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
THE GALAXY VIP FUND, on behalf of
the Borrowers listed on Schedule I-B
as amended
By /s/ Xxxxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
GALAXY FUND II, on behalf of the
Borrowers listed on Schedule I-C
as amended
By /s/ Xxxxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
-4-
DEUTSCHE BANK AG, NEW YORK
BRANCH, as Administrative Agent
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
By /s/ Xxxx X. XxXxxx
------------------------------------------
Name: Xxxx X. XxXxxx
Title: Director
DEUTSCHE BANK SECURITIES INC.
as Arranger and Syndication Agent
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
By /s/ Xxxx X. XxXxxx
------------------------------------------
Name: Xxxx X. XxXxxx
Title: Director
DEUTSCHE BANK AG, NEW YORK
BRANCH
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
By /s/ Xxxx X. XxXxxx
------------------------------------------
Name: Xxxx X. XxXxxx
Title: Director
-5-
EXHIBIT A
SCHEDULE I
BORROWERS
I-A. THE GALAXY FUND
Asset Allocation Fund
Equity Value Fund
Equity Income Fund
Equity Growth Fund
International Equity Fund
Small Company Equity Fund
Growth and Income Fund
Small Cap Value Fund
Strategic Equity Fund
Intermediate Government Income Fund
High Quality Bond Fund
Short-Term Bond Fund
Corporate Bond Fund
Tax-Exempt Bond Fund
New York Municipal Bond Fund
Connecticut Municipal Bond Fund
Massachusetts Municipal Bond Fund
Rhode Island Municipal Bond Fund
New Jersey Municipal Bond Fund
Florida Municipal Bond Fund
Intermediate Tax-Exempt Bond Fund
Connecticut Intermediate Municipal Bond Fund
Massachusetts Intermediate Bond Fund
Growth Fund II
Pan Asia Fund
I-B. THE GALAXY VIP FUND
Asset Allocation Fund
Equity Fund
Growth and Income Fund
High Quality Bond Fund
Small Company Growth Fund
Columbia Real Estate Equity Fund II
Columbia High Yield Fund II
A-1
Exhibit A
Schedule 1
Page 2
I-C. GALAXY FUND II
Small Company Index Fund
Large Company Index Fund
Utility Index Fund
U.S. Treasury Index Fund
Municipal Bond Fund
A-2
