FORM OF SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of April 28, 1997 (the "Amendment Effective Date"), by and among the Funds
identified on Annex I hereto (the "Funds"), the undersigned Banks, and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, 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 in effect
immediately prior to the Amendment Effective Date, the "Existing Credit
Agreement" and, 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 Existing Credit Agreement
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 0.Xxxxxx Agreement Amendments. The Existing Credit Agreement
is hereby amended on and from the Amendment Effective Date as follows.
1.1 The definition of "Commitment Termination Date" in
Schedule I to the Existing Credit Agreement is amended to read in its entirety
as follows:
"Commitment Termination Date" means, with respect to any Fund, the
earliest to occur of:
a) the Scheduled Commitment Termination Date;
b) the date on which the Commitments terminate
in accordance with the provisions of this Agreement; and
c) the date on which any Event of Default with
respect to that Fund described in Section 7.1(e) or Section 7.1(f) occurs.
1.2 The following definition is added to Schedule
I to the Existing Credit Agreement in appropriate alphabetical order:
"Scheduled Commitment Termination Date" means April 27, 1998;
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 45 days
prior to the then-existing Scheduled Commitment Termination Date, and
the receipt by the Trusts within 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.
1.3 Section 6.1(c) of the Existing Credit Agreement
is deleted in its entirety and replaced with the following:
(c) Within 15 days after the end of each calendar quarter, a
certificate substantially in the form of Exhibit 6.1 ("Borrowing Base
Certificate") setting forth (A) its borrowing base (as calculated in
the manner contemplated by the form of Borrowing Base Certificate)
("Borrowing Base"), (B) its Asset Coverage Ratio as of the last day of
such calendar quarter and (C) a statement to the effect that, to the
best of the knowledge of the Authorized Officer signing the Borrowing
Base Certificate, no Default has occurred and is continuing or, if an
Event of Default has occurred and is continuing, the steps being taken
to remedy the same;
1.4 Exhibit 6.1 of the Existing Credit Agreement is
deleted in its entirety and replaced with the form of Exhibit 6.1 appended
hereto.
SECTION 2. New Notes. Each of Colonial Short Duration U.S. Government
Fund, Colonial International Horizons Fund, Colonial Select Value Fund, Colonial
Small Cap Value Fund and Colonial U.S. Stock Fund shall deliver its Note to the
Agent for the account of each Bank (each a "New Note") on or before the
Amendment Effective Date. Upon receipt by the Agent of the New Notes of Colonial
Short Duration U.S. Government Fund, Colonial International Horizons Fund,
Colonial Select Value Fund, Colonial Small Cap Value Fund and Colonial U.S.
Stock Fund, the corresponding Notes of Colonial Adjustable Rate U.S. Government
Fund, Colonial Global Natural Resources Fund, Colonial Growth Shares Fund,
Colonial Small Stock Fund and Colonial U.S. Fund for Growth, respectively,
previously delivered to the Banks shall cease to be of further force and effect.
SECTION 3. Other Matters.
3.1 The Funds, the Banks and the Agent acknowledge that:
3.1.1 the name of Colonial Adjustable Rate U.S. Government
Fund has been changed to Colonial Short Duration U.S. Government Fund;
3.1.2 the name Colonial Global Natural Resources Fund has
been changed to Colonial International Horizons Fund;
3.1.3 the name of Colonial Growth Shares Fund has been
changed to Colonial Select Value Fund;
3.1.4 the name of Colonial Small Stock Fund has been changed
to Colonial Small Cap Value Fund; and
3.1.5 the name of Colonial U.S. Fund for Growth has been
changed to Colonial U.S. Stock Fund.
3.2 The Funds, the Banks and the Agent acknowledge that the
existence of the Colonial Short Term Tax Exempt Fund has been terminated and is
therefore no longer a party to the Credit Agreement.
SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective when each of the conditions precedent set forth in this Section 4
shall have been satisfied and notice thereof shall have been given by the Agent
to the Trusts and the Banks.
4.1 The Agent shall have received:
4.1.1 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;
4.1.2 the New Notes duly executed and delivered on behalf of
each of Colonial Short Duration U.S.Government Fund, Colonial
International Horizons Fund, Colonial Select Value Fund, Colonial Small
Cap Value Fund and Colonial U.S. Stock Fund;
4.1.3 a revised Allocation Notice; and
4.1.4 a form FR U-1 of the Board of Governors of the Federal
Reserve System duly executed and completed by each of Colonial Short
Duration U.S. Government Fund, Colonial International Horizons Fund,
Colonial Select Value Fund, Colonial Small Cap Value Fund and Colonial
U.S. Stock Fund.
SECTION 5. Miscellaneous.
5.1 Except as amended hereby, the Existing 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.
5.2 On and from the Amendment Effective Date, reference
to the Existing 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.
5.3 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.
5.4 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.
5.5 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.
[Signatures begin on the next page]
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.
COLONIAL TRUST I ON BEHALF OF COLONIAL
INCOME FUND, COLONIAL HIGH YIELD
SECURITIES FUND AND COLONIAL STRATEGIC
INCOME FUND
By:_____________________________
Title:__________________________
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Fund Accounting
with a copy to:
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Legal
COLONIAL TRUST II ON BEHALF OF
COLONIAL SHORT DURATION U.S.
GOVERNMENT FUND (f/k/a
COLONIAL ADJUSTABLE RATE U.S.
GOVERNMENT FUND)
By:_____________________________
Title:__________________________
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Fund Accounting
with a copy to:
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Legal
COLONIAL TRUST III ON BEHALF OF
COLONIAL GLOBAL EQUITY FUND,
COLONIAL INTERNATIONAL HORIZONS
FUND (f/k/a COLONIAL GLOBAL NATURAL
RESOURCES FUND), COLONIAL SELECT
VALUE FUND (f/k/a COLONIAL GROWTH
SHARES FUND), THE COLONIAL FUND,
COLONIAL GLOBAL UTILITIES FUND,
COLONIAL STRATEGIC BALANCED FUND
AND COLONIAL INTERNATIONAL FUND FOR
GROWTH
By:_____________________________
Title:__________________________
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Fund Accounting
with a copy to:
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Legal
COLONIAL TRUST IV ON BEHALF OF
COLONIAL INTERMEDIATE TAX EXEMPT
FUND, COLONIAL HIGH YIELD
MUNICIPAL FUND, COLONIAL UTILITIES
FUND, COLONIAL TAX EXEMPT INSURED
FUND AND COLONIAL TAX EXEMPT FUND
By:_____________________________
Title:__________________________
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Fund Accounting
with a copy to:
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Legal
COLONIAL TRUST V ON BEHALF OF
COLONIAL CALIFORNIA TAX EXEMPT
FUND, COLONIAL CONNECTICUT TAX
EXEMPT FUND, COLONIAL FLORIDA TAX
EXEMPT FUND, COLONIAL MASSACHUSETTS
TAX EXEMPT FUND, COLONIAL MICHIGAN
TAX EXEMPT FUND, COLONIAL MINNESOTA
TAX EXEMPT FUND, COLONIAL NEW YORK
TAX EXEMPT FUND, COLONIAL NORTH
CAROLINA TAX EXEMPT FUND AND
COLONIAL OHIO TAX EXEMPT FUND
By:_____________________________
Title:__________________________
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Fund Accounting
with a copy to:
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Legal
COLONIAL TRUST VI ON BEHALF OF
COLONIAL SMALL CAP VALUE FUND
(f/k/a COLONIAL SMALL STOCK
FUND) AND COLONIAL U.S. STOCK FUND
(f/k/a COLONIAL U.S. FUND FOR
GROWTH)
By:_____________________________
Title:__________________________
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Fund Accounting
with a copy to:
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Legal
COLONIAL TRUST VII ON BEHALF OF
COLONIAL NEWPORT TIGER FUND
By:_____________________________
Title:__________________________
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Fund Accounting
with a copy to:
Address: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
Attention: Legal
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By:_______________________________
Title:____________________________
Address for Payments:
Agency Management Services #5596
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Account No: 1233-15041
ABA No: 0000-0000-0
Reference: Colonial Management Associates
Attention: Xxxx Xxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANK OF AMERICA ILLINOIS
By:_______________________________
Title:____________________________
ABN AMRO BANK N.V., NEW YORK BRANCH
By:_______________________________
Title: Authorized Signature
By:_______________________________
Title: Authorized Signature
CREDIT LYONNAIS NEW YORK BRANCH
By:_______________________________
Title:____________________________
FLEET NATIONAL BANK
(f/k/a FLEET BANK, N.A.)
By:_______________________________
Title:____________________________
MELLON BANK, N.A.
By:_______________________________
Title:____________________________
ANNEX I
Funds
Colonial Trust I on behalf of Colonial Income Fund, Colonial High Yield
Securities Fund and Colonial Strategic Income Fund
Colonial Trust II on behalf of Colonial Short Duration U.S. Government Fund
(f/k/a Colonial Adjustable Rate U.S. Government Fund)
Colonial Trust III on behalf of Colonial Global Equity Fund, Colonial
International Horizons Fund (f/k/a Colonial Global Natural Resources Fund),
Colonial Select Value Fund (f/k/a Colonial Growth Shares Fund), The Colonial
Fund, Colonial Global Utilities Fund, Colonial Strategic Balanced Fund and
Colonial International Fund for Growth
Colonial Trust IV on behalf of Colonial Intermediate Tax Exempt Fund, Colonial
High Yield Municipal Fund, Colonial Utilities Fund, Colonial Short Term Tax
Exempt Fund, Colonial Tax Exempt Insured Fund and Colonial Tax Exempt Fund
Colonial Trust V on behalf of Colonial California Tax Exempt Fund, Colonial
Connecticut Tax Exempt Fund, Colonial Florida Tax Exempt Fund, Colonial
Massachusetts Tax Exempt Fund, Colonial Michigan Tax Exempt Fund, Colonial
Minnesota Tax Exempt Fund, Colonial New York Tax Exempt Fund, Colonial North
Carolina Tax Exempt Fund and Colonial Ohio Tax Exempt Fund
Colonial Trust VI on behalf of Colonial Small Cap Value Fund (f/k/a Colonial
Small Stock Fund) and Colonial U.S. Stock Fund (f/k/a Colonial U.S. Fund for
Growth)
Colonial Trust VII on behalf of Colonial Newport Tiger Fund
EXHIBIT 6.1
FORM OF BORROWING BASE CERTIFICATE
Reference is made to that certain Credit Agreement, dated as of April
29, 1996 (the "Credit Agreement"), among certain investment companies party
thereto, various financial institutions party thereto and Bank of America
National Trust and Savings Association, as Agent. Capitalized terms used herein
and not otherwise defined shall have the meanings given to such terms in the
Credit Agreement.
Pursuant to the terms of the Credit Agreement, the undersigned, on
behalf of and with respect to the [Name of Fund] (the "Fund"), hereby represents
and certifies to the Agent and the Banks that as of __________ __, 199_, (i) the
Borrowing Base of the Fund was the amount shown in subparagraph (e) below and
(ii) the Asset Coverage Ratio was the ratio set forth in subparagraph (f) below,
each calculated as follows:
(a) Net Asset Value ______________
(b) minus (without duplication)
value of Assets subject
to Liens (including, without
limitation, margin and asset
allocation arrangements) _______________
(c) Adjusted Net Asset Value
((a) minus (b)) ______________
(d) Indebtedness ______________
(e) Borrowing Base ((c) times 10%) ______________
(f) Asset Coverage Ratio ((c) divided
by (d)) ______________
The Asset Coverage Ratio of the Fund as set forth in its prospectus is
not more restrictive than 10 to 1.
[To the best knowledge of the undersigned Authorized Officer, no
Default with respect to the Fund has occurred and is continuing.]
[Describe Event of Default and actions being taken to remedy it.]
A copy of the Agreement and Declaration of Trust of the below-named
trust (the "Trust") is on file with the Secretary of State of The Commonwealth
of Massachusetts and the Clerk of the City of Boston, and notice is hereby given
that none of the shareholders, trustees, officers, employees and other agents of
the Trust or the Fund shall be personally bound by or liable for any
indebtedness, liability or obligation arising hereunder, nor shall resort be had
to their private property for the satisfaction of any obligations or claim
arising hereunder.
Date: ____________________ __________, on behalf of
[Name of Fund]
By:
Title: [Must be an Authorized
Officer]
