Exhibit (h)(25)
AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this "Amendment"),
dated as of March 26, 2002, among THE GALAXY FUND, THE GALAXY VIP FUND, and
GALAXY FUND II (each a "Fund" and, collectively, the "Funds") on behalf of the
separate mutual fund portfolios listed, under the name of the Fund of which such
portfolio is a portfolio, on Schedule I (as amended by this Amendment) to the
hereinafter defined Credit Agreement (each such portfolio, including, without
limitation, the New Borrower (as defined below), a "Borrower" and, collectively,
the "Borrowers"), the banks party to the Credit Agreement on the date hereof
(each a "Bank" and, collectively, the "Banks"), DEUTSCHE BANK ALEX. XXXXX INC.,
as Arranger and Documentation Agent, DANSKE BANK A\S, as Syndication Agent, and
DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (together with the
Arranger and Documentation Agent and the Syndication Agent, the "Agents"). All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, the Funds on behalf of the respective Borrowers, the
Banks and the Agents are parties to a Credit Agreement, dated as of December 29,
1999, as amended by Amendment No. 1, dated as of December 27, 2000, and by
Amendment Xx. 0, xxxxx xx xx Xxxxx 00, 0000 (xx amended, the "Credit
Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
1. Pursuant to Section 1.14 of the Credit Agreement,
each of the parties hereto hereby consents to the inclusion of Pennsylvania
Municipal Bond Fund as an Additional Borrower (the "New Borrower") under the
Credit Agreement, and the execution and delivery of this Amendment by The Galaxy
Fund shall be deemed to be the execution and delivery of a counterpart to the
Credit Agreement on behalf of such New Borrower.
2. In accordance with Section 1.14 of the Credit
Agreement, The Galaxy Fund shall deliver to each of the Banks and the
Administrative Agent, (a) on the Third Amendment Effective Date (as hereinafter
defined), a certification by an authorized officer of such Fund that (i) the
representations, warranties and agreements of the Borrowers contained in Section
6 of the Credit Agreement are true and correct as if made on the date of such
certification and on the date when the New Borrower becomes a Borrower under the
Credit Agreement and (ii) no Default or Event of Default has occurred and is
continuing or will occur as a result of the New Borrower becoming a Borrower
under the Credit Agreement and (b) on or before the Third Amendment Effective
Date, true and correct copies of the most recent audited and unaudited financial
statements of the New Borrower. In addition, the New Borrower shall deliver to
the
Administrative Agent certified copies of documents relating to the New Borrower
of the type referred to in Section 4.05 of the Credit Agreement.
3. In accordance with Section 1.14 of the Credit
Agreement, on and as of the Third Amendment Effective Date, the New Borrower
shall become a "Borrower" under, and for all purposes of, the Credit Agreement
and the other Credit Documents.
4. The New Borrower agrees to deliver to each of the
Banks, promptly following the Third Amendment Effective Date, a Form FR U-1
certificate in the form of Exhibit E to the Credit Agreement (appropriately
completed), which certificate shall be dated the date hereof.
5. On the Third Amendment Effective Date, the definition
of "Expiry Date" in Section 10.01 of the Credit Agreement shall be amended by
deleting the text "March 26, 2002," and inserting in lieu thereof the text
"March 25, 2003,".
6. On the Third Amendment Effective Date, the definition
1of "Form FR U-1" in Section 10.01 of the Credit Agreement shall be amended by
deleting such definition in its entirety and inserting in lieu thereof the
following definition:
" "Form FR U-1" means an appropriately completed certificate
on Federal Reserve Form U-1 (Statement of Purpose for an Extension of
Credit Secured by Margin Stock) or on such successor form as may be
required under Regulation U as in effect on the date when such
certificate is required to be delivered.".
7. On the Third Amendment Effective Date, the Credit
Agreement shall be amended by deleting Schedule I thereto in its entirety and
replacing it with Exhibit A attached hereto.
8. In order to induce the Banks and the Agents to enter
into this Amendment, each of the Borrowers hereby represents and warrants that
(a) no Default or Event of Default exists or will exist as of the date hereof
and after giving effect to this Amendment and (b) as of the date hereof, after
giving effect to this Amendment, all representations, warranties and agreements
of the Borrowers contained in the Credit Agreement will be true and correct in
all material respects.
9. This Amendment is limited precisely as written and
shall not be deemed to be an amendment, consent, waiver or modification of any
other term or condition of the Credit Agreement, any other Credit Document or
any of the instruments or agreements referred to therein, or prejudice any right
or rights that the Banks, the Agents or any of them may now have or may have in
the future under or in connection with the Credit Agreement, any other Credit
Document or any of the instruments or agreements referred to therein. Except as
expressly modified hereby, the terms and provisions of the Credit Agreement
shall continue in full force and effect. On and after the Third Amendment
Effective Date, whenever the Credit Agreement is referred to in the Credit
Agreement, any other Credit Document or any of the instruments, agreements or
other documents executed and delivered in connection therewith, it shall be
deemed to be a reference to the Credit Agreement as amended hereby.
10. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrowers and the Agents.
11. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF.
12. This Amendment shall become effective on the date
(the "Third Amendment Effective Date") when the Borrowers, the Agents, and each
of the Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent.
* * * *
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered on its behalf of
as of the date first above written.
THE GALAXY FUND, on
behalf of the
Borrowers listed on
Schedule I-A
to the Credit
Agreement, as amended
By /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
THE GALAXY VIP FUND, on
behalf of
the Borrowers listed
on Schedule I-B
to the Credit
Agreement, as amended
By /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
GALAXY FUND II, on behalf
of the
Borrowers listed on
Schedule I-C
to the Credit
Agreement, as amended
By /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
DEUTSCHE BANK AG, NEW YORK
BRANCH, as
Administrative Agent
By /s/ Xxxxx X. Xxxxxxxxxx
Name: Xxxxx X.
Xxxxxxxxxx
Title: Director
By /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Vice President
DEUTSCHE BANK ALEX. XXXXX
INC.
as Arranger and
Documentation Agent
By /s/ Xxxxx X. Xxxxxxxxxx
Name: Xxxxx X.
Xxxxxxxxxx
Title: Director
By /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Vice President
DEUTSCHE BANK AG, NEW YORK
BRANCH
By /s/ Xxxxxx X.
Xxxxxxxxxx
Name: Xxxxx X.
Xxxxxxxxxx
Title: Director
By /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Vice President
DANSKE BANK A\S
as Syndication Agent
By /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
By /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
DANSKE BANK A\S
By /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
By /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT A
SCHEDULE I
BORROWERS
I-A. THE GALAXY FUND
Asset Allocation Fund
Equity Value Fund
Equity Income Fund
Equity Growth Fund
International Equity Fund
Small Company Equity Fund
Growth and Income Fund
Small Cap Value Fund
Strategic Equity Fund
Intermediate Government Income Fund
High Quality Bond Fund
Short-Term Bond Fund
Corporate Bond Fund
Tax-Exempt Bond Fund
New York Municipal Bond Fund
Connecticut Municipal Bond Fund
Massachusetts Municipal Bond Fund
Rhode Island Municipal Bond Fund
New Jersey Municipal Bond Fund
Florida Municipal Bond Fund
Intermediate Tax-Exempt Bond Fund
Connecticut Intermediate Municipal Bond Fund
Massachusetts Intermediate Bond Fund
Growth Fund II
Pan Asia Fund
Pennsylvania Municipal Bond Fund
I-B. THE GALAXY VIP FUND
Asset Allocation Fund
Equity Fund
Growth and Income Fund
High Quality Bond Fund
Small Company Growth Fund
Columbia Real Estate Equity Fund II
Columbia High Yield Fund II
Exhibit A
Schedule I
Page 2
I-C. GALAXY FUND II
Small Company Index Fund
Large Company Index Fund
Utility Index Fund
U.S. Treasury Index Fund
Municipal Bond Fund
