Exhibit (k)(15)
AGREEMENT OF AMENDMENT
Dated as of November 20, 2003
Reference is made to (i) that certain Revolving Credit and Security
Agreement dated as of September 21, 2001 (as from time to time amended, the
"Credit Agreement") among Columbia Floating Rate Advantage Fund (formerly
Liberty Floating Rate Advantage Fund, the "Borrower"), CRC Funding, LLC
(formerly Corporate Receivables Corporation) (the "Lender"), Citibank, N.A. (the
"Secondary Lender") and Citicorp North America, Inc., as agent (the "Agent") and
(ii) that certain fee letter dated as of September 21, 2003 (as from time to
time amended, the "Fee Letter") between the Agent and the Borrower. Capitalized
terms used and not defined herein shall have the meanings assigned to them in
the Credit Agreement.
The parties hereto agree that, effective as of the date hereof, Section
1.01 of the Credit Agreement is hereby amended to add the following definition
in its proper alphabetical order:
""Agreement of Amendment" means the Agreement of Amendment dated as of
November 20, 2003 among the Borrower, the Advisor, the Lender, the Secondary
Lender and the Agent."
The parties hereto agree that, effective as of the date hereof, the
definition of the term "Program Documents" set forth in Section 1.01 of the
Credit Agreement is hereby amended to add the language ", the Agreement of
Amendment" after the language "the Fee Letter" set forth therein.
The parties hereto agree that, effective as of the date hereof, the
definition of the term "Total Commitment" set forth in Section 1.01 of the
Credit Agreement is hereby amended by replacing the dollar amount "$150,000,000"
set forth therein with the dollar amount "200,000,000".
The parties hereto agree that Section 4.01(h) of the Credit Agreement
is hereby amended by replacing the parenthetical "(except for the Existing
Recission Offer)" in its entirety with the following parenthetical:
"(except for the Existing Recission Offer and except for any shares of
the Borrower issued or sold prior to the date of the Agreement of
Amendment that were not registered under Section 5 of the Securities
Act)"
The parties hereto agree that, effective as of the date hereof, the
second paragraph of clause 1 of the Fee Letter shall hereby be replaced in its
entirety with the following:
"The Borrower agrees to pay to the Agent a fee (an "Increase
Fee") in an amount equal to 0.15% of any increase in the Total
Commitment after the Closing Date (the "Total Commitment
Increase"), payable in equal quarterly installments on each
Settlement Date falling in a Designated Month, commencing on
the Settlement Date in the first Designated Month following
the effectiveness of such Total Commitment Increase and ending
on the Settlement Date in October, 2006."
Pursuant to the Fee Letter, as amended hereby, the Borrower agrees to
pay to the Agent an Increase Fee in the amount of $75,000 which is exclusive of
any Structuring Fee or other fee payable by the Borrower to the Agent under the
Fee Letter. The Borrower acknowledges that the Fee Letter provides that the
Increase Fee (i) is payable in 12 equal quarterly installments of $6,250 on each
Settlement falling in the months of January, April, July, and October,
commencing on the Settlement Date in January 2004 and ending on the Settlement
Date in October 2006, and (ii) notwithstanding clause (i) above, if the
Secondary Lender Termination Date and the Lender Termination Date shall occur
prior to the payment in full of such Increase Fee, the entire unpaid balance of
such Increase Fee shall be payable by the Borrower on the first to occur of the
Secondary Lender Termination Date and the Lender Termination Date.
The Borrower represents and warrants to the Agent, the Lender and the
Secondary Lender that immediately after giving effect to this Amendment, the
representations and warranties of the Borrower set forth in the Credit Agreement
as amended hereby are true and correct in all material respects and no Default
or Event of Default shall have occurred and be continuing.
Columbia Management Advisors, Inc. (as successor by merger to Xxxxx Xxx
& Xxxxxxx Incorporated) hereby agrees for the benefit of the Secured Parties
that it shall (i) indemnify and hold the Borrower harmless from and against any
and all losses arising from any shares issued or sold not being registered under
Section 5 of the Securities Act (the "Unregistered Shares"), including without
limitation as a result of the recission of any such Unregistered Shares, and
(ii) indemnify and hold harmless each Secured Party and each of their Affiliates
and the respective officers, directors, employees, agents, managers of, and any
Person controlling any of the foregoing (each, an "Indemnified Party") from and
against any and all claims, damages, losses, liabilities, obligations, expenses,
penalties, actions, suits, judgments and disbursements of any kind or nature
whatsoever (including, without limitation, the reasonable fees and disbursements
of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of the Unregistered Shares.
Columbia Management Advisors, Inc. hereby confirms that it is successor
by merger of the rights and obligations of Xxxxx Xxx & Farnham Incorporated
under the Management Agreement and the Letter Agreement and that such agreements
are its legal, valid and binding obligations enforceable against it in
accordance with their respective terms, except as may be limited by applicable
bankruptcy laws and any other similar laws affecting the rights and remedies of
creditors generally and by equitable principles.
This Agreement of Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.
THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
All references in any Program Document to the Credit Agreement on and
after the date hereof shall be deemed to refer to the Credit Agreement as
amended hereby, and the parties hereto agree that on and after the date hereof,
the Credit Agreement, as amended hereby, is in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.
CITICORP NORTH AMERICA, INC., CITIBANK, N.A.,
as Agent as Secondary Lender
By: /s/ Xxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxx
_________________________ By:___________________________
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
Title: Vice President Title: Vice President
CRC FUNDING, LLC COLUMBIA FLOATING RATE ADVANTAGE
By: Citicorp North America, Inc., FUND,
as Attorney-in-Fact as Borrower
By: /s/ Xxxxxxx X. Xxxx /s/ J. Xxxxx Xxxxxxxxxxx
___________________________ By:___________________________
Name: Xxxxxxx X. Xxxx Name: J. Xxxxx Xxxxxxxxxxx
Title: Vice-President Title: Treasurer
COLUMBIA MANAGEMENT ADVISORS, INC.,,
as Advisor
By: /s/ J. Xxxxx Xxxxxxxxxxx
___________________________
Name: J. Xxxxx Xxxxxxxxxxx
Title: Vice President
