AMENDMENT TO CREDIT AGREEMENT
This AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of June
30, 2000 (the "Amendment Effective Date"), is by and among the Funds identified
on Annex I hereto listed under the heading Original Borrower Parties (the
"Original Borrower Parties"), the Funds identified on Annex I hereto listed
under the heading New Borrower Parties (the "New Borrower Parties"), the
undersigned Banks and BANK OF AMERICA, N.A., as agent (in such capacity, the
"Agent") for the Banks.
WHEREAS, the Trusts (either on their own behalf or on behalf of certain
specified Funds) identified on Annex I hereto listed under the heading Original
Borrower Parties, the Banks and the Agent have previously entered into a certain
Credit Agreement, dated as of April 29, 1996 (as heretofore amended or modified
and 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 Borrower Parties as
parties to the Credit Agreement and to amend the Existing Credit Agreement in
certain respects and take certain further action 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 Amendments.
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1.1 The Existing Credit Agreement is hereby amended on and
from the Amendment Effective Date by adding the New Borrower Parties as
additional parties to the Credit Agreement.
1.2 The definition of "Scheduled Commitment Termination Date"
in Schedule I to the Existing Credit Agreement is amended to read in its
entirety as follows:
"Scheduled Commitment Termination Date" means May 14, 2001.
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SECTION 2. Additional Notes. Each New Borrower Party shall deliver its
Note to the Agent for the account of each Bank (each an "Additional Note") on or
before the Amendment Effective Date.
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8837338.4 97407456
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SECTION 3. Other Matters.
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3.1 The Original Borrower Parties, the New Borrower Parties,
the Banks and the Agent acknowledge that the names of the Funds that are party
to the Credit Agreement and listed on Annex B hereto will, as of July 14, 2000,
be changed to the names shown on Annex II.
3.2 The Original Borrower Parties, the New Borrower Parties,
the Banks and the Agent acknowledge that the contact information and payment
details for the Agent are as follows:
Bank of America, N.A.
Agency Administration Services
101 North Tryon Street
Charlotte, North Carolina 28255
Attention: Herbert Boyd
Telephone: (704) 388-3225
Facsimile: (704) 409-0002
Payment Details:
Account No.: 136621-2250600
ABA No.: 053-000-196
Reference: Colonial Management Associates
Attention: Herbert Boyd
Telephone: (704) 388-3225
Facsimile: (704) 409-0002
SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective when each of the conditions precedent set forth in this Section 4
shall have been satisfied and notice thereof shall have been given by the Agent
to the Trusts and the Banks.
4.1 The Agent shall have received:
4.1.1 counterparts hereof duly executed and delivered by the
Trusts on behalf of the Original Borrower Parties and the New Borrower Parties
and evidence of the execution of counterparts hereof by the Agent and all of the
Banks;
4.1.2 the Additional Notes duly executed and delivered on
behalf of the New Borrower Parties;
4.1.3 with respect to each 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; and
(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;
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;
4.1.4 an opinion, dated the date hereof and addressed to the
Agent and all Banks, from Ropes & Gray, counsel to the New Borrower Parties,
substantially in the form of Exhibit 4.1(c) of the Credit Agreement, which
Liberty Funds Trust I and Liberty Funds Trust VII expressly authorize and
instruct such counsel to prepare and deliver;
4.1.5 an initial Borrowing Base Certificate for each New
Borrower Party;
4.1.6 a revised Allocation Notice;
4.1.7 copies of the most recent prospectus and statement of
additional information for each New Borrower Party;
4.1.8 a form FR U-1 of the Board of Governors of the Federal
Reserve System duly executed and completed by the New Borrower Parties;
4.1.9 copies of each investment advisory agreement between
each New Borrower Party and the Adviser, together with all sub-advisory
agreements, if any; and
4.1.10 the Agent shall have received evidence of payment of
all accrued and unpaid fees, costs and expenses to the extent then due and
payable on the Amendment Effective Date, together with Attorney Costs of the
Agent to the extent invoiced prior to or on the Amendment Effective Date, plus
such additional amounts of Attorney Costs as shall constitute the Agent's
reasonable estimate of Attorney Costs incurred or to be incurred by it through
the amendment proceedings (provided that such estimate shall not thereafter
preclude final settling of accounts between the Funds and the Agent).
SECTION 5. Warranties. To induce the Agent and the Banks to enter
into this Amendment, each Trust hereby represents and
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warrants that:
(a) Authorization; No Conflict. The execution and delivery by
the Trust of this Amendment, and the performance by the Trust of the
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) Validity and Binding Nature. Assuming this Amendment
constitutes the binding obligation of each other necessary party
hereto, this Amendment and the 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) Representations and Warranties. Each representation and
warranty of the Trust set forth in Article V of the Agreement is true
and correct as of the Amendment Effective Date as though made on and as
of such date.
(d) No Default. 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 6. Miscellaneous.
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6.1 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.
6.2 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, as amended by this Amendment, whether or not
reference is made to this Amendment.
6.3 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.
6.4 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.
6.5 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.
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8837338.4 97407456
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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
COLONIAL INCOME FUND, COLONIAL HIGH
YIELD SECURITIES FUND, COLONIAL
STRATEGIC INCOME FUND, STEIN ROE
ADVISOR TAX- MANAGED GROWTH FUND,
STEIN ROE ADVISOR TAX-MANAGED
GROWTH FUND II AND STEIN ROE
ADVISOR TAX-MANAGED VALUE FUND
By:_____________________________
Title:__________________________
LIBERTY FUNDS TRUST II ON BEHALF OF
COLONIAL SHORT DURATION U.S.
GOVERNMENT FUND, NEWPORT GREATER
CHINA FUND, NEWPORT JAPAN
OPPORTUNITIES FUND AND STEIN ROE
SMALL CAP TIGER FUND
By:_____________________________
Title:__________________________
LIBERTY FUNDS 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, CRABBE HUSON
CONTRARIAN FUND, CRABBE HUSON
CONTRARIAN INCOME FUND, CRABBE
HUSON SMALL CAP FUND, CRABBE HUSON
MANAGED INCOME & EQUITY FUND,
CRABBE HUSON EQUITY FUND, CRABBE
HUSON REAL ESTATE INVESTMENT FUND
AND CRABBE HUSON OREGON TAX-FREE
FUND
By:__________________________
Title:__________________________
<PAGE>
LIBERTY FUNDS 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:__________________________
LIBERTY FUNDS 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:__________________________
LIBERTY FUNDS TRUST VI ON BEHALF OF
COLONIAL SMALL CAP VALUE FUND,
COLONIAL U.S. GROWTH & INCOME FUND,
COLONIAL VALUE FUND AND NEWPORT
ASIA PACIFIC FUND
By:_____________________________
Title:__________________________
<PAGE>
LIBERTY FUNDS TRUST VII ON BEHALF
OF NEWPORT TIGER FUND AND NEWPORT
EUROPE FUND
By:_____________________________
Title:__________________________
<PAGE>
BANK OF AMERICA, N.A., as Agent
By:______________________________
Title:___________________________
BANK OF AMERICA, N.A.
By:______________________________
Title:___________________________
<PAGE>
FLEET NATIONAL BANK
By:______________________________
Title:___________________________
<PAGE>
MELLON BANK, N.A.
By:______________________________
Title:___________________________
<PAGE>
STATE STREET BANK AND TRUST COMPANY
By:______________________________
Title:___________________________
<PAGE>
ANNEX I
Original Borrower Parties
Liberty Funds Trust I on behalf of Colonial Income Fund, Colonial High Yield
Securities Fund, Colonial Strategic Income Fund and Stein Roe Advisor
Tax-Managed Growth Fund
Liberty Funds Trust II on behalf of Colonial Short Duration U.S. Government
Fund, Newport Greater China Fund, Newport Japan Opportunities Fund and Stein Roe
Small Cap Tiger Fund
Liberty Funds 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, Crabbe Huson
Contrarian Fund, Crabbe Huson Contrarian Income Fund, Crabbe Huson Small Cap
Fund, Crabbe Huson Managed Income and Equity Fund, Crabbe Huson Equity Fund,
Crabbe Huson Real Estate Investment Fund and Crabbe Huson Oregon Tax-Free Fund
Liberty Funds 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
Liberty Funds 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
Liberty Funds Trust VI on behalf of Colonial Small Cap Value Fund, Colonial U.S.
Growth & Income Fund, Colonial Value Fund and Newport Asia Pacific Fund
Liberty Funds Trust VII on behalf of Newport Tiger Fund
New Borrower Parties
Liberty Funds Trust I on behalf of Stein Roe Advisor Tax-Managed Growth Fund II
and Stein Roe Advisor Tax-Managed Value Fund
Liberty Funds Trust VII on behalf of Newport Europe Fund
<PAGE>
LIBERTY FUNDS GROUP
Effective July 14, 2000, the following Funds will change their names as follows:
<TABLE>
Current Fund Name New Fund Name
<S> <C>
The Colonial Fund The Liberty Fund
Colonial Global Equity Fund Liberty Newport Global Equity Fund
Colonial Global Utilities Fund Liberty Newport Global Utilities Fund
Colonial High Yield Municipal Fund Liberty High Yield Municipal Fund
Colonial High Yield Securities Fund Liberty High Yield Securities Fund
Colonial Income Fund Liberty Income Fund
Colonial Intermediate Tax-Exempt Fund Liberty Intermediate Tax-Exempt Fund
Colonial International Horizons Fund Liberty Newport International Equity Fund
Colonial California Tax-Exempt Fund Liberty California Tax-Exempt Fund
Colonial Connecticut Tax-Exempt Fund Liberty Connecticut Tax-Exempt Fund
Colonial Florida Tax-Exempt Fund Liberty Florida Tax-Exempt Fund
Colonial Massachusetts Tax-Exempt Fund Liberty Massachusetts Tax-Exempt Fund
Colonial Michigan Tax-Exempt Fund Liberty Michigan Tax-Exempt Fund
Colonial Minnesota Tax-Exempt Fund Liberty Minnesota Tax-Exempt Fund
Colonial New York Tax-Exempt Fund Liberty New York Tax-Exempt Fund
Colonial North Carolina Tax-Exempt Fund Liberty North Carolina Tax-Exempt Fund
Colonial Ohio Tax-Exempt Fund Liberty Ohio Tax-Exempt Fund
Colonial Select Value Fund Liberty Select Value Fund
Colonial Short Duration U.S. Government Fund Liberty Short Term Government Fund
Colonial Small Cap Value Fund Liberty Small-Cap Value Fund
Colonial Strategic Balanced Fund Liberty Strategic Balanced Fund
Colonial Strategic Income Fund Liberty Strategic Income Fund
Colonial Tax-Exempt Fund Liberty Tax-Exempt Fund
Colonial Tax-Exempt Insured Fund Liberty Tax-Exempt Insured Fund
Colonial U.S. Growth & Income Fund Liberty Growth & Income Fund
Colonial Utilities Fund Liberty Utilities Fund
Colonial Value Fund Liberty Value Fund
Crabbe Huson Contrarian Fund Liberty Contrarian Fund
Crabbe Huson Contrarian Income Fund Liberty Contrarian Income Fund
Crabbe Huson Equity Fund Liberty Contrarian Equity Fund
Crabbe Huson Managed Income and Equity Fund Liberty Contrarian Balanced Fund
Crabbe Huson Real Estate Investment Fund Liberty Real Estate Fund
Crabbe Huson Oregon Tax-Free Fund Liberty Oregon Tax-Free Fund
Crabbe Huson Small Cap Fund Liberty Contrarian Small-Cap Fund
Newport Asia Pacific Fund Liberty Newport Asia Pacific Fund
Newport Europe Fund Liberty Newport Europe Fund
Newport Greater China Fund Liberty Newport Greater China Fund
Newport Tiger Fund Liberty Newport Tiger Fund
Stein Roe Advisor Tax-Managed Growth Fund Liberty Tax-Managed Growth Fund
Stein Roe Advisor Tax-Managed Value Fund Liberty Tax-Managed Value Fund
Stein Roe Advisor Tax-Managed Growth Fund II Liberty Tax-Managed Growth Fund II
Newport Japan Opportunities Fund Liberty Newport Japan Opportunities Fund
</TABLE>
The name of Colonial Newport Tiger Cub Fund has already been changed to Stein
Roe Small Cap Tiger Fund.
