Exhibit (h)(14)
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 :
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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.
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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.
* * * *
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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.
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
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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
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EXHIBIT A
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SCHEDULE I
----------
BORROWERS
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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 I
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
