Exhibit f(ii)
MODIFICATION AGREEMENT
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THIS AGREEMENT is made as of this 11th day of March, 1994, by and among CIGNA
HIGH INCOME SHARES ("Borrower"), PNC BANK, NATIONAL ASSOCIATION ("PNC"), as
agent ("Agent") for itself and the other banks (collectively, the "Banks") which
from time to time are parties to the hereinafter defined Credit Agreement.
BACKGROUND
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A. PNC, Agent and Borrower entered into an Amended and
Restated Revolving Credit Agreement dated as of August 20, 1993 (the "Credit
Agreement"). Under the Credit Agreement, PNC agreed to make Loans in the
aggregate principal amount at any time outstanding not to exceed $76,300,000.
B. The Loans are evidenced by Borrower's Amended and Restated
Revolving Credit Note in favor of PNC in the original principal amount of
$76,300,000 (the "Note"). The Note is secured by an Amended and Restated Pledge
Agreement from Borrower dated as of August 20, 1993 (the "Pledge Agreement").
C. PNC, Agent and Borrower desire to further amend the Credit
Agreement and the Pledge Agreement to amend certain sections thereof.
NOW, THEREFORE, in consideration of the foregoing and for good
and valuable consideration, the legality and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:
1. Definitions. Capitalized terms used herein and not
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otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement.
2. Amendment to Credit Agreement. Section 9.7 of the Credit
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Agreement is hereby amended:
(i) by striking the word "or" that precedes subparagraph
9.7(d); and
(ii) by adding the following new subparagraph immediately
following the word "hereunder" in subparagraph
9.7(d):
"; or (echange the definition of Eligible
Assets or change the categories or any of the
percentage requirements for the categories of
securities set forth in Section 5.2 hereof."
3. Amendment to Pledge Agreement. Section 7.01 of the Pledge
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Agreement is hereby amended by adding at the end thereof the following clause:
"; provided, however, that any amendment to the definition of
Eligible Securities must be made by an instrument in writing
executed and delivered by Borrower and all Banks who are
parties to the Loan Agreement."
4. Amendment to the Loan Documents. All references to the
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Credit Agreement and the Pledge Agreement in the Loan Documents and in any
documents executed in connection therewith shall be deemed to refer to the
Credit Agreement and the Pledge Agreement as heretofore amended and as amended
by this Agreement. All amendments to the Credit Agreement and the Pledge
Agreement as set forth in this Agreement shall be effective as of the date
hereof.
5. Ratification of the Loan Documents. Notwithstanding
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anything to the contrary herein contained or any claims of the parties to the
contrary, Agent, PNC and Borrower agree that the Loan Documents and each of the
documents executed in connection therewith are in full force and effect and each
such document shall remain in full force and effect, as further amended by this
Agreement, and Borrower hereby ratifies and confirms its obligations thereunder.
6. Representations and Warranties.
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a. Borrower hereby certifies that (i) the representations and
warranties of Borrower in the Credit Agreement and the Pledge Agreement are true
and correct in all material respects as of the date hereof, as if made on the
date hereof and (ii) no Event of Default and no event which could become an
Event of Default with the passage of time or the giving of notice, or both,
under the Credit Agreement, the Notes or the Pledge Agreement exists on the date
hereof.
b. Borrower further represents that it has all the requisite
power and authority to enter into and to perform its obligations under this
Agreement and that the execution, delivery and performance of this Agreement
have been duly authorized by all requisite corporate action and will not violate
or constitute a default under any provision of any applicable law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
presently in effect or of the certificate of incorporation or by-laws of
Borrower, or of any indenture,
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note, loan or credit agreement, license or any other agreement, lease or
instrument to which Borrower is a party or by which Borrower or any of its
properties are bound.
c. Borrower also further represents that its obligation to
repay the Note, together with all interest accrued thereon, is absolute and
unconditional, and there exists no right of set off or recoupment, counterclaim
or defense of any nature whatsoever to payment of the Note.
7. Miscellaneous.
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a. Borrower shall pay or reimburse all of Agent's
out-of-pocket costs and expenses, including without limitation, reasonable
attorneys' fees, and all other charges, fees and expenses incurred by Agent in
connection with the preparation of this Agreement.
b. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns. Nothing
expressed or referred to in this Agreement is intended or shall be construed to
give any person or entity other than the parties hereto any legal or equitable
right, remedy or claim under or with respect to this Agreement, or any provision
hereof.
c. In the event any provisions of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision hereof.
d. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
e. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
f. The headings used in this Agreement are for convenience of
reference only, do not form a part of this Agreement and shall not affect in any
way the meaning or interpretation of this Agreement.
g. Any facsimile signature of any party hereto shall
constitute a legal, valid and binding execution hereof by such party.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
CIGNA HIGH INCOME SHARES
[CORPORATE SEAL]
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx III
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Title: Vice President + Secretary Title: Vice President and Treasurer
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxx Divine
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Title: Vice President
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PNC BANK, NATIONAL
ASSOCIATION, as Agent
By: /s/ Xxxx Divine
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Title: Vice President
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