FIFTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of May 13, 2002 (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 certain of the Banks and the Agent have
previously entered into a certain Credit Agreement, dated as of April 29, 1996
(as amended, supplemented or otherwise modified, 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 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 Credit Agreement is hereby amended on
and from the Amendment Effective Date by deleting the definition of "Scheduled
Commitment Termination Date" in Schedule I to the Credit Agreement and replacing
it with the following:
"Scheduled Commitment Termination Date" means June 12, 2002.
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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.
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(a) 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;
(b) 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;
(c) 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;
(d) 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;
(e) 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; and
(f) The signatories hereto acknowledge that Liberty Global Young Investor Fund
has been closed and will no longer be a party to the Credit Agreement.
8929926.3 97407456 S-5
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/ Xxxxxx Xxxxx
Title: Assistant Treasurer
LIBERTY FUNDS TRUST II ON XXXXXX XX XXXXXXX
XXXXXXX XXXXXXX XXXXX FUND AND LIBERTY NEWPORT
JAPAN OPPORTUNITIES FUND
By: /s/ Xxxxxx Xxxxx
Title: Assistant Treasurer
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, LIBERTY CONTRARIAN EQUITY FUND
AND LIBERTY CONTRARIAN SMALL CAP FUND
By: /s/ Xxxxxx Xxxxx
Title: Assistant Treasurer
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/ Xxxxxx Xxxxx
Title: Assistant Treasurer
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/ Xxxxxx Xxxxx
Title: Assistant Treasurer
LIBERTY FUNDS TRUST VI ON BEHALF OF LIBERTY
SMALL-CAP VALUE FUND, LIBERTY GROWTH & INCOME
FUND AND LIBERTY NEWPORT ASIA PACIFIC FUND
By: /s/ Xxxxxx Xxxxx
Title: Assistant Treasurer
LIBERTY FUNDS TRUST VII ON BEHALF OF LIBERTY
NEWPORT TIGER FUND AND LIBERTY NEWPORT EUROPE
FUND
By: /s/ Xxxxxx Xxxxx
Title: Assistant Treasurer
BANK OF AMERICA, N.A., as Agent and a Bank
By: /s/ Xxxxxxxxx X.X. Xxxxxx
Title: Managing Director
MELLON BANK, N.A.
By: /s/ Xxxxx X. XxXxxxx
Title: Lending Officer
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx
Title: Vice President
8929926.3 97407456 2
8929926.3 97407456
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 Liberty Contrarian Small
Cap 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
