FORM OF THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of October 24, 1997 (the "Amendment Effective Date"), by and among the Funds
identified on Annex I hereto listed under the heading Original Funds (the
"Original Funds"), the persons identified on Annex I hereto listed under the
heading New Funds (the "New Funds", and, together with the Original Funds, 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 Original 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 add the New Funds as parties to the
Credit Agreement;
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 Amendments. The Existing Credit Agreement
is hereby amended on and from the Amendment Effective Date by adding the New
Funds as additional parties to the Credit Agreement.
SECTION 2. Additional Notes. Each New Fund shall deliver its
Note to the Agent for the account of each Bank (each an "Additional Note") on or
before the Amendment Effective Date.
SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective when each of the conditions precedent set forth in this Section 3
shall have been satisfied and notice thereof shall have been given by the Agent
to the Trusts and the Banks.
3.1 The Agent shall have received:
3.1.1 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;
3.1.2 the Additional Notes duly executed and delivered on
behalf of the New Funds;
3.1.3 with respect to each New Fund, from the applicable
Trust, a certificate of its Secretary or Assistant Secretary as to:
a) resolutions of its board of trustees then in full
force and effect authorizing the execution, delivery and performance of
this Amendment, the Additional Notes and each other Credit Document to
be executed by it;
b) the incumbency and signatures of those of its
officers or agents authorized to act with respect to this Amendment,
the Additional Notes and each other Credit Document executed by it;
c) such Trust's valid existence as evidenced by a
certificate issued by the Secretary of State of The Commonwealth of
Massachusetts and appended to the relevant certificate of its Secretary
or Assistant Secretary; and
d) the fact that the agreements delivered by the
Trusts pursuant to Section 4.1.9 of the Credit Agreement constitute all
such agreements between the Trusts and the Adviser,
upon which certificates the Agent and each Bank may conclusively rely
until they shall have received a further certificate from the relevant
Trust canceling or amending such prior certificate;
3.1.4 an opinion, dated the date hereof and addressed to the
Agent and all Banks, from Ropes & Xxxx, counsel to the New Funds,
substantially in the form of Exhibit 4.1(c)-1, which Colonial Trust II
and Colonial Trust III expressly authorize and instruct such counsel to
prepare and deliver;
3.1.5 an initial Borrowing Base Certificate for each New Fund;
3.1.6 a revised Allocation Notice;
3.1.7 copies of the most recent prospectus and statement of
additional information for each New Fund;
3.1.8 a form FR U-1 of the Board of Governors of the Federal
Reserve System duly executed and completed by the New Funds; and
3.1.9 copies of each investment advisory agreement between each
New Fund and the Adviser, together with all sub-advisory agreements,
if any.
SECTION 4. Miscellaneous.
4.1 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.
4.2 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 whether or not reference
is made to this Amendment.
4.3 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.
4.4 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.
4.5 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, COLONIAL
STRATEGIC INCOME FUND AND COLONIAL
TAX MANAGED GROWTH 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, NEWPORT GREATER
CHINA FUND, COLONIAL NEWPORT JAPAN
FUND AND COLONIAL NEWPORT TIGER CUB
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, COLONIAL SELECT VALUE 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 AND
COLONIAL U.S. STOCK 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 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:___________________________
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
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
By:_______________________________
Title:____________________________
MELLON BANK, N.A.
By:_______________________________
Title:____________________________
ANNEX I
Original 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
Colonial Trust III on behalf of Colonial Global Equity Fund, Colonial
International Horizons Fund, Colonial Select Value 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 and Colonial U.S.
Stock Fund
Colonial Trust VII on behalf of Colonial Newport Tiger Fund
New Funds
Colonial Trust I on behalf of Colonial Tax Managed Growth Fund
Colonial Trust II on behalf of Colonial Newport Tiger Cub Fund
Colonial Trust II on behalf of Colonial Newport Japan Fund
Colonial Trust II on behalf of Newport Greater China Fund
