FORM OF FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 9, 1996
(this "Amendment"), amends the Credit Agreement, dated as of April 29, 1996 (the
"Credit Agreement"), among certain investment companies (each, a "Trust"), the
various financial institutions parties thereto (collectively, the "Banks") and
Bank of America National Trust and Savings Association, as agent (the "Agent")
for the Banks. Terms defined in the Credit Agreement are, unless otherwise
defined herein or the context otherwise requires, used herein as defined
therein.
WHEREAS, the parties hereto have entered into the Credit Agreement,
which provides for the Banks to extend certain credit facilities to the Trusts
from time to time; and
WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENTS. Effective as of October 9, 1996,
Section 6.17(ii)(a) of the Credit Agreement shall be amended to state in
its entirety as follows:
"for any reason other than Indebtedness arising from a failed trade,
the lesser of $1,000,000 and 10% of its then-current Net Asset Value
(provided that for a period of no more than one Business Day at a time,
such $1,000,000 may be increased to (1) $5,000,000 or (2) in the case
of a Fund with a Net Asset Value in excess of $1,000,000,000, an amount
equal to 1/2 of 1% of its Net Asset Value.)"
SECTION 2 CONDITIONS PRECEDENT. This Amendment shall become
effective when each of the conditions precedent set forth in this Section 2
shall have been satisfied, and notice thereof shall have been given by the Agent
to the Trusts and the Banks.
SECTION 2.1 Receipt of Documents. The Agent shall have received this
Amendment, duly executed by the Trusts, the Agent and the Majority Banks, dated
the date hereof or such other date as shall be acceptable to the Agent, and in
form and substance satisfactory to the Agent.
SECTION 2.2 Compliance with Warranties, No Default, etc. Both before and
after giving effect to the effectiveness of this Amendment, the following
statements by the Trusts shall be true and correct (and the Trusts, by their
execution of this Amendment, hereby represent and warrant to the Agent and each
Bank that such statements are true and correct as at such times):
(a) the representations and warranties set forth in
Article V of the Credit Agreement shall be true and correct with the
same effect as if then made (unless stated to relate solely to an
earlier date, in which case such representations and warranties shall
be true and correct as of such earlier date); and
(b) no Default shall have then occurred and be
continuing.
SECTION 3 MISCELLANEOUS.
SECTION 3.1 Continuing Effectiveness, etc. This Amendment shall be
deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as
amended hereby, shall remain in full force and effect and is hereby ratified,
approved and confirmed in each and every respect. After the effectiveness of
this Amendment in accordance with its terms, all references to the Credit
Agreement in the Loan Documents or in any other document, instrument, agreement
or writing shall be deemed to refer to the Credit Agreement as amended hereby.
SECTION 3.2 Payment of Costs and Expenses. The Trusts agree to pay on
demand all expenses of the Agent (including the fees and out-of-pocket expenses
of counsel to the Agent) in connection with the negotiation, preparation,
execution and delivery of this Amendment.
SECTION 3.3 Execution in Counterparts. This Amendment may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.
SECTION 3.4 Governing Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS.
SECTION 3.5 Successors and Assigns. This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.
SECTION 3.6 Disclaimer. None of the shareholders, trustees, officers,
employees and other agents of any Trust or Fund shall be personally bound by or
liable for any indebtedness, liability or obligation hereunder or under the
Notes, nor shall resort be had to their private property for the satisfaction
of any obligation or claim hereunder. Nothing in this Section 3.6 shall
affect the Bank's rights against Adviser Persons as provided in Section 1.5 of
the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
COLONIAL TRUST I ON BEHALF OF
COLONIAL INCOME FUND, COLONIAL HIGH
YIELD SECURITIES FUND AND COLONIAL
STRATEGIC INCOME FUND
By _____________________________
Title __________________________
COLONIAL TRUST II ON BEHALF OF
COLONIAL ADJUSTABLE RATE U.S.
GOVERNMENT FUND
By _____________________________
Title __________________________
COLONIAL TRUST III ON BEHALF OF
COLONIAL GLOBAL EQUITY FUND, COLONIAL
GLOBAL NATURAL RESOURCES FUND,
COLONIAL GROWTH SHARES FUND, THE
COLONIAL FUND, COLONIAL GLOBAL
UTILITIES FUND, COLONIAL STRATEGIC
BALANCED FUND AND COLONIAL
INTERNATIONAL FUND FOR GROWTH
By _____________________________
Title __________________________
COLONIAL TRUST IV ON BEHALF OF
COLONIAL INTERMEDIATE TAX EXEMPT AND,
COLONIAL HIGH YIELD MUNICIPAL FUND,
COLONIAL UTILITIES FUND, COLONIAL
SHORT TERM TAX EXEMPT FUND, COLONIAL
TAX EXEMPT INSURED FUND AND COLONIAL
TAX EXEMPT FUND
By _____________________________
Title __________________________
COLONIAL 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 __________________________
COLONIAL TRUST VI ON BEHALF OF
COLONIAL SMALL STOCK FUND AND
COLONIAL U.S. FUND FOR GROWTH
By _____________________________
Title __________________________
COLONIAL TRUST VII ON BEHALF OF
COLONIAL NEWPORT TIGER FUND
By _____________________________
Title __________________________
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By__________________________________
Title_______________________________
BANK OF AMERICA ILLINOIS, as a Bank
By__________________________________
Title_______________________________
ABN AMRO BANK N.V., NEW YORK BRANCH
By__________________________________
Title Authorized Signature
By__________________________________
Title Authorized Signature
CREDIT LYONNAIS NEW YORK BRANCH
By__________________________________
Title_______________________________
FLEET BANK, N.A.
By__________________________________
Title_______________________________
MELLON BANK, N.A.
By__________________________________
Title_______________________________
