Exhibit f(ix)
MODIFICATION AGREEMENT
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THIS AGREEMENT is made as of this 18th day of September, 1996, by and
among CIGNA HIGH INCOME SHARES ("Borrower"), and PNC BANK, NATIONAL ASSOCIATION
("PNC"), individually and as agent for itself and the other banks, if any
(collectively, the "Banks"), which from time to time are parties to the
hereinafter defined Credit Agreement (in such capacity, "Agent").
BACKGROUND
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A. PNC, Agent and Borrower entered into an Amended and Restated
Revolving Credit Agreement dated as of August 20, 1993 (the "Original Credit
Agreement"), as amended by Modification Agreements dated as of 'March 11, 1994,
June 28, 1994, June 30, 1994, December 1, 1994 and January 23, 1996
(collectively, the "Modification Agreements" and, the Original Credit Agreement,
as amended by the Modification Agreements, the "Credit Agreement").
B. The Loans (as defined in the Credit Agreement) are evidenced by
Borrower's Second Amended and Restated Revolving Credit Note in favor of PNC in
the principal amount of $101,300,000 dated January 23, 1996 (the "Note"). The
Note is secured by an Amended and Restated Pledge Agreement from Borrower dated
as of August 20, 1993, as amended by the Modification Agreements (as amended,
the "Pledge Agreement").
C. Borrower has requested and PNC and Agent have agreed to further
amend the Credit Agreement to extend the "Termination Date" set forth therein.
NOW, THEREFORE, in consideration of the foregoing and for good and
valuable consideration, the legality and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:
1. Definitions. Capitalized terms used herein and not otherwise
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defined herein shall have the meanings assigned to them in the Credit Agreement.
2. Amendment to Credit Agreement. The Credit Agreement is hereby
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amended as follows:
(a) In accordance with Section 9.3 of the Credit Agreement,
the "Termination Date", as defined in Section 1. 1 of the Credit Agreement, is
hereby changed from "May 1, 1998" to "May 1, 1999, or such later date as Agent
may designate in writing in accordance with the provisions of Section 9.3 of
this Agreement".
3. Amendment to Note. The Note is hereby amended by replacing the date
"May 1, 1998" that appears in the first paragraph thereof with the phrase "the
Termination Date, as defined in the Loan Agreement defined below".
4. Amendment to the Loan Documents. All references to the Credit
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Agreement or the Note in the Note, the Credit Agreement, the Pledge Agreement
and in any documents executed in connection therewith shall be deemed to refer
to the Credit Agreement or the Note, as the case may be, as amended by this
Agreement.
5. Ratification of the Loan Documents. Notwithstanding anything to the
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contrary herein contained or any claims of the parties to the contrary, Agent,
PNC and Borrower agree that the Credit Agreement, the Note, the Pledge
Agreement, and each of the documents executed in connection therewith are in
full force and effect and each such document shall remain in full force and
effect, as further amended by this Agreement, and Borrower hereby ratifies and
confirms its obligations thereunder.
6. Representations and Warranties.
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(a) Borrower hereby certifies that (I) the representations and
warranties of Borrower in the Credit Agreement are true and correct in all
material respects as of the date hereof, as if made on the date hereof and (ii)
no Event of Default and no event which could become an Event of Default with the
passage of time or the giving of notice, or both, under the Credit Agreement,
the Note or the Pledge Agreement exists on the date hereof.
(b) Borrower further represents that it has all the requisite
power and authority to enter into and to perform its obligations under this
Agreement and that the execution, delivery and performance of this Agreement
have been duly authorized by all requisite corporate action and will not violate
or constitute a default under any provision of any applicable law, rule,
regulation, order, writ, judgment, injunction, decree, determination or aware
presently in effect or of the certificate of incorporation or bylaws of
Borrower, or of any indenture, note, loan or credit agreement, license or any
other agreement, lease or instrument to which Borrower is party or by which
Borrower or any of its properties are bound.
(c) Borrower also further represents that its obligation to
repay the Note, together with all interest accrued thereon, is absolute and
unconditional, and there exists no right of setoff or recoupment, counterclaim
or defense of any nature whatsoever to payment of the Notes.
7. Miscellaneous.
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(a) This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns.
Nothing expressed or referred to in this Agreement is intended or shall be
construed to give any person or entity other than the parties hereto any legal
or equitable right, remedy or claim under or with respect to this Agreement, or
any provision hereof.
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(b) In the event any provisions of this Agreement shall be
held invalid unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision hereof.
(c) This Agreement shall be governed by and construed in
accordance with the law laws of the Commonwealth of Pennsylvania.
(d) This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(e) The headings used in this Agreement are for convenience of
reference only, do not form a part of this Agreement and shall not affect in any
way the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
[CORPORATE SEAL] CIGNA HIGH INCOME SHARES
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx III
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Title: Vice President + Secretary Title: Vice President and Treasurer
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PNC BANK, NATIONAL ASSOCIATION,
as a Bank and as Agent
By: /s/ Xxx Xxxx
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Title: Assistant Vice President
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