EXHIBIT (b)(2)
EXTENSION OF TERMINATION DATE
AND
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
EXTENSION OF TERMINATION DATE and AMENDMENT NO. 1 (this "AMENDMENT"), dated
as of June 21, 1999, to the Credit Agreement (the "CREDIT AGREEMENT"), dated as
of June 22, 1998, by and between XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.,
a Maryland corporation (the "BORROWER") and THE BANK OF NEW YORK (the "BANK").
RECITALS
A. Capitalized terms used herein that are not otherwise defined herein and
that are defined in the Credit Agreement shall have the meanings therein
defined.
B. The Termination Date (without giving effect to the extension requested
by this Amendment) is June 21, 1999.
C. The Borrower desires that the Termination Date be extended for an
additional period of 364 days and the Bank desires to consent thereto.
D. The Borrower and the Bank desire to amend the Credit Agreement as
hereinafter set forth.
In consideration of the premises and the covenants, conditions and
agreements herein contained, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowleged, the parties hereto agree
as follows:
1. The Bank hereby consents to the extension of the Termination Date from
the date hereof to June 19, 2000.
2. Section 1.1 of the Credit Agreement is amended by amending and restating
the definition of "Applicable Margin" to read as follows:
"APPLICABLE MARGIN": as to each Loan (whether consisting of a Federal Funds
Advance or a Eurodollar Advance), 0.50%.
3. Section 3.1 of the Credit Agreement is amended by deleting the figure
"0.05%" from the first sentence and inserting in place thereof the figure
"0.08%".
4. Article 4 of the Credit Agreement is amended by inserting a new Section
4.18 as follows:
4.180 YEAR 2000.
The Investment Adviser has filed a Form ADV-Y2K with the Securities
Exchange Commission, dated as of June 4, 1999 (the "Y2K FORM"). The
information disclosed in the Y2K Form was true and correct as of such date,
and as of the date hereof. The Borrower and the Investment Advisor are
taking all necessary action to comply with the remaining deadlines and other
requirements set forth in the Y2K Form in order to be in compliance
therewith. Any failure to comply with the deadlines or other requirements of
the Y2K Form is not expected to result in a Default or Event of Default or
to have a material adverse effect on the business, assets, operations,
prospects or condition (financial or othewise) of the Borrower.
5. Section 7.1(d) of the Credit Agreement is amended by inserting,
immediately before the "." at the end thereof, the words: "AND EACH FORM ADV-Y2K
OF THE INVESTMENT ADVISER".
6. The Y2K Form is annexed hereto as Attachment I.
7. In order to induce the Bank to execute this Amendment, the Borrower (i)
makes the same representations and warranties as are contained in Section 4 of
the Credit Agreement, except such thereof
as specifically refer to an earlier date and (ii) certifies that no Default or
Event of Default exists under the Credit Agreement.
8. This Amendment shall be deemed effective upon the delivery to the Bank
of this Amendment duly executed by the Borrower.
9. In all other respects the Credit Agreement shall remain in full force
and effect, and no amendment of any term or condition of the Credit Agreement
herein contained shall be deemed to be an amendment of any other term or
condition contained in the Credit Agreement.
10. This Amendment may be executed in any number of counterparts, each of
which shall be an original and all of which shall constitute one amendment. It
shall not be necessary in making proof of this Amendment to produce or account
for more than one counterpart signed by the party to be charged.
11. This Amendment is being delivered in and is intended to be performed in
the State of New York and shall be construed and enforceable in accordance with,
and be governed by, the internal laws of the State of New York without regard to
principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ XXXXX X. XXXXX
----------------------------------------
Title: PRESIDENT
----------------------------------------
THE BANK OF NEW YORK
By: /s/ XXXXX X. XXXXXXXXX
----------------------------------------
Title: VICE PRESIDENT
----------------------------------------
