THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of May 14, 2001 (the "Amendment Effective Date"), by and
among the Funds identified on Annex I hereto (the "Funds"), the undersigned
Banks, and BANK OF AMERICA, N.A., as agent (in such capacity, the "Agent") for
the Banks.
WHEREAS, the Funds, the Banks and the Agent have previously entered
into a certain Credit Agreement, dated as of April 29, 1996 (as amended or
otherwise modified hereby, the "Credit Agreement"; terms defined therein having
the same respective meanings herein); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as in
effect as of the time of execution and delivery of this Amendment in certain
respects as hereinafter provided;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration (the receipt, adequacy and sufficiency of which are
hereby acknowledged), the parties hereto, intending legally to be bound hereby,
agree as follows:
Section 1. Credit Agreement Amendment. The Existing Credit Agreement is hereby
amended on and from the Amendment Effective Date by amending the definition of
"Scheduled Commitment Termination Date" in Schedule I to the Credit Agreement to
read in its entirety as follows:
"Scheduled Commitment Termination Date" means May 13, 2002; provided
that the Scheduled Commitment Termination Date may be extended for
successive 364-day periods upon the written request of the Trusts
therefor received by the Agent and the Banks not less than forty-five
(45) days prior to the then-existing Scheduled Commitment Termination
Date, and the receipt by the Trusts within twenty (20) days of such
existing Scheduled Commitment Termination Date of the agreement by the
Agent and the Banks (which shall be entirely at the sole discretion of
the Agent and each Bank, none of whom has any obligation regarding such
extension) to such requested extension. No agreement regarding any
particular extension shall create any obligation of the Agent or any
Bank regarding any subsequent extension.
Section 2. Conditions to Effectiveness. This Amendment shall become effective
when each of the conditions precedent set forth in this Section 2 shall have
been satisfied and notice thereof shall have been given by the Agent to the
Trusts and the Banks.
(a) The Agent shall have received counterparts hereof duly executed and
delivered by the Trusts on behalf of the Funds and evidence of the execution of
counterparts hereof by all of the Banks;
(b) The Agent shall have received with respect to each Fund, from the applicable
Trust, a certificate of its Secretary or Assistant Secretary setting forth
evidence of such Fund's authority to execute, deliver and perform this Amendment
and the incumbency and signatures of those of its officers or agents authorized
to act with respect to this Amendment;
(c) The representations and warranties contained in Article V of the Credit
Agreement as amended hereby shall be true and correct in all material respects
on the Amendment Effective Date as though made on and as of such time; and
(d) No Default shall have occurred and be continuing on the Amendment Effective
Date.
Section 3. Warranties. To induce the Agent and the Banks to enter into this
Amendment, each Trust hereby represents and warrants that:
(a) the execution and delivery by the Trust of this Amendment, and the
performance by the Trust of the Credit Agreement, have been duly authorized by
all necessary action on the part of the Trust, and do not and will not (i)
violate any provision of any law, rule, regulation, order, writ, judgment,
decree, determination or award presently in effect having applicability to the
Trust or of the organizational documents of the Trust, (ii) result in a breach
of or constitute a default under any indenture or loan or credit agreement, or
any other agreement or instrument, to which the Trust is a party or by which the
Trust or its properties may be bound or affected or (iii) result in, or require,
the creation or imposition of any Lien of any nature in, upon or with respect to
any of the properties now owned or hereafter acquired by the Trust;
(b) assuming this Amendment constitutes the binding obligation of each other
necessary party hereto, this Amendment and the Credit Agreement as amended by
this Amendment constitute the legal, valid and binding obligation of the Trust,
enforceable against the Trust in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
receivership, fraudulent conveyance, fraudulent transfer, moratorium or other
similar laws of general application affecting the enforcement of creditors'
rights or by general principles of equity limiting the availability of equitable
remedies;
(c) each representation and warranty of the Trust set forth in Article V of the
Credit Agreement is true and correct as of the Amendment Effective Date as
though made on and as of such date; and
(d) as of the Amendment Effective Date, and as of the date of the execution and
delivery by the Trust of this Amendment, as to the Trust or, in the case of a
Trust consisting of Portfolios, each Portfolio of such Trust, no Default has
occurred and is continuing.
Section 4. Miscellaneous.
(a) The parties hereto acknowledge that Liberty Newport Global Utilities Fund
has changed its name to Liberty Newport Global Equity Fund and not to Liberty
Global Equity Fund (as described in Annex III to the Second Amendment to Amended
and Restated Credit Agreement dated as of January 26, 2001);
(b) Except as amended hereby, the Credit Agreement and each other Credit
Document remains in full force and effect and each Trust hereby ratifies and
confirms its respective representations, warranties, covenants and agreements
contained in, and obligations and liabilities under, the Credit Agreement and
the other Credit Documents;
(c) On and from the Amendment Effective Date, reference to the Credit Agreement
in any Credit Document shall be deemed to include a reference to the Credit
Agreement, as amended by this Amendment, whether or not reference is made to
this Amendment;
(d) The Trusts shall pay or reimburse the Agent for the fees and expenses of the
Agent (including reasonable Agent's counsel fees and disbursements and the
allocated costs of internal counsel) incurred in connection with the
transactions contemplated hereby and by any of the Credit Documents;
(e) This Amendment shall be deemed to be a contract made under and governed by
the laws of the State of Illinois, without regard to its principles of conflicts
of laws; and
(f) This Amendment may be executed in counterparts, each of which shall be
deemed an original but all of which when taken together shall constitute a
single agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
LIBERTY FUNDS TRUST I ON BEHALF OF LIBERTY INCOME FUND, LIBERTY
HIGH YIELD SECURITIES FUND, LIBERTY STRATEGIC INCOME FUND,
LIBERTY TAX-MANAGED GROWTH FUND, LIBERTY TAX-MANAGED GROWTH FUND
II AND LIBERTY TAX-MANAGED VALUE FUND
By: /s/ J. Xxxxx Xxxxxxxxxxx
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Title: Treasurer
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LIBERTY FUNDS TRUST II ON XXXXXX XX XXXXXXX XXXXXXX XXXXXXX XXXXX
FUND AND LIBERTY NEWPORT JAPAN OPPORTUNITIES FUND
By: /s/ J. Xxxxx Xxxxxxxxxxx
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Title: Treasurer
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LIBERTY FUNDS TRUST III ON BEHALF OF LIBERTY NEWPORT GLOBAL
EQUITY FUND, LIBERTY NEWPORT INTERNATIONAL EQUITY FUND, LIBERTY
SELECT VALUE FUND, THE LIBERTY FUND, LIBERTY CONTRARIAN FUND,
LIBERTY CONTRARIAN INCOME FUND AND LIBERTY CONTRARIAN EQUITY FUND
By: /s/ J. Xxxxx Xxxxxxxxxxx
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Title: Treasurer
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LIBERTY FUNDS TRUST IV ON BEHALF OF LIBERTY HIGH YIELD MUNICIPAL
FUND, LIBERTY UTILITIES FUND, LIBERTY TAX-EXEMPT INSURED FUND AND
LIBERTY TAX-EXEMPT FUND
By: /s/ J. Xxxxx Xxxxxxxxxxx
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Title: Treasurer
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LIBERTY FUNDS TRUST V ON BEHALF OF LIBERTY CALIFORNIA TAX-EXEMPT
FUND, LIBERTY CONNECTICUT TAX-EXEMPT FUND, LIBERTY MASSACHUSETTS
TAX-EXEMPT FUND, LIBERTY NEW YORK TAX-EXEMPT FUND AND LIBERTY
OHIO TAX-EXEMPT FUND
By: /s/ J. Xxxxx Xxxxxxxxxxx
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Title: Treasurer
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LIBERTY FUNDS TRUST VI ON BEHALF OF LIBERTY SMALL-CAP VALUE FUND,
LIBERTY GROWTH & INCOME FUND AND LIBERTY NEWPORT ASIA PACIFIC
FUND
By: /s/ J. Xxxxx Xxxxxxxxxxx
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Title: Treasurer
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LIBERTY FUNDS TRUST VII ON BEHALF OF LIBERTY NEWPORT TIGER FUND
AND LIBERTY NEWPORT EUROPE FUND
By: /s/ J. Xxxxx Xxxxxxxxxxx
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Title: Treasurer
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BANK OF AMERICA, N.A., as Agent and a Bank
By: /s/ Xxxxxxxxx X.X. Xxxxxx
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Title: Principal
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FLEET NATIONAL BANK
By: /s/ Xxxx Xxx Xxxxxx
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Title: Director
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MELLON BANK, N.A.
By: /s/ Xxxxx Xx Xxxxx
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Title: Lending Officer
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STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxx Xxxxxxxx
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Title: Vice President
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ANNEX I
Series of Liberty Funds Trust I
Liberty Income Fund
Liberty High Yield Securities Fund
Liberty Strategic Income Fund
Liberty Tax-Managed Growth Fund
Liberty Tax-Managed Growth Fund II
Liberty Tax-Managed Value Fund
Series of Liberty Funds Trust II
Liberty Newport Greater China Fund
Liberty Newport Japan Opportunities Fund
Series of Liberty Funds Trust III
Liberty Newport Global Equity Fund
Liberty Newport International Equity Fund
Liberty Select Value Fund
The Liberty Fund
Liberty Contrarian Fund
Liberty Contrarian Income Fund
Liberty Contrarian Equity Fund
Series of Liberty Funds Trust IV
Liberty High Yield Municipal Fund
Liberty Utilities Fund
Liberty Tax-Exempt Insured Fund
Liberty Tax-Exempt Fund
Series of Liberty Funds Trust V
Liberty California Tax-Exempt Fund
Liberty Connecticut Tax-Exempt Fund
Liberty Massachusetts Tax-Exempt Fund
Liberty New York Tax-Exempt Fund
Liberty Ohio Tax-Exempt Fund
Series of Liberty Funds Trust VI
Liberty Small-Cap Value Fund
Liberty Growth & Income Fund
Liberty Newport Asia Pacific Fund
Series of Liberty Funds Trust VII
Liberty Newport Tiger Fund
Liberty Newport Europe Fund
