Exhibit f(vi)
MODIFICATION AGREEMENT
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THIS AGREEMENT is made as of this 1st day of December, 1994, by and
among CIGNA HIGH INCOME SHARES ("Borrower"), PNC BANK, NATIONAL ASSOCIATION
("PNC"), as agent for itself and the other banks (collectively, "Banks") which
from time to time are parties to the Credit Agreement (as hereinafter defined)
(in such capacity, the "Agent") and STATE STREET BANK AND TRUST COMPANY
("Custodian").
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 "Original
Credit Agreement"), as amended by a Modification Agreement dated March 11, 1994,
a Modification Agreement dated as of June 28, 1994 a Modification Agreement
dated as of June 30, 1994 and a Modification Agreement of even date herewith
(collectively, the "Modification Agreements" and, together with the Original
Credit Agreement, as amended thereby, the "Credit Agreement"). Under the Credit
Agreement, PNC and the Banks have agreed to make Loans in the aggregate
principal amount at any time outstanding not to exceed $101,300,000. The Loans
are evidenced by Borrower's Revolving Credit Note in favor of PNC in the
principal amount of $81,300,000 (the "PNC Note") and Revolving Credit Note in
favor of Societe Generale ("Societe") in the principal amount of $20,000,000
(the "Societe Note" and, together with the PNC Note, the "Notes"). The Notes are
secured by an Amended and Restated Pledge Agreement from Borrower dated as of
August 20, 1993, as amended by the Modification Agreements (as amended, the
"Pledge Agreement").
B. Pursuant to an Amended and Restated Notification and
Consent Agreement dated as of August 20, 1993, as amended by a Modification
Agreement dated as of June 28, 1994 and a Modification Agreement dated as of
June 30, 1994 (as amended, the "Notification Agreement") among Borrower, Agent
and Custodian, Custodian agreed, among other things, to make all appropriate
entries or notations in its accounts to reflect Agent's security interest in the
collateral pledged under the Pledge Agreement.
C. Borrower, Agent and Custodian desire to further amend the
Notification Agreement so that the term "Eligible Securities" under the
Notification Agreement includes certain additional securities.
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
Notification Agreement.
2. Amendment to Notification Agreement. Section 4(c) of the
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Notification Agreement is hereby amended:
(i) by striking the word "and" that precedes
subsection (ix) of such definition and inserting the following
language immediately following the word "sale" in subsection
(ix) of such definition:
"; and (x) U.S. dollar-denominated fixed
income securities issued by foreign
governments and other foreign issuers
that are held by the Custodian in the
Commonwealth of Massachusetts or in the
possession of clearing corporations in
the State of New York;";
(ii) by inserting "or (x)" immediately
following "(iv)" in subsection (y) of such definition; and
(iii) by adding the following new category
of securities and corresponding percentage limitation at the
end of such definition:
"20% U.S. dollar-denominated fixed income
securities described in (x) above."
3. Amendment to the Loan Documents. All references to the
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Credit Agreement and the Pledge Agreement in the Notification Agreement shall be
deemed to refer to the Credit Agreement and the Pledge Agreement as heretofore
amended and as amended by the Modification Agreements. All amendments to the
Notification Agreement as set forth in this Agreement shall be effective as of
the date hereof.
4. Ratification of the Notification Agreement. Notwithstanding
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anything to the contrary herein contained or any claims of the parties to the
contrary, Agent and Custodian agree that the Notification Agreement 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 Custodian hereby ratifies and confirms its obligations
thereunder.
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5. Miscellaneous.
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a. Borrower shall pay or reimburse all of
Agent's out-of-pocket costs and expenses incurred in connection with this
Agreement, 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 State of New York.
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, as Agent
By: /s/ Xxxxxx X. Xxxx
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Title: Vice President
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STATE STREET BANK AND TRUST
COMPANY
By: /s/ Xxxxxx Xxxxx
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Title: Executive Vice President
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