1
EXHIBIT (b)(2)
FIRST AMENDMENT AGREEMENT
DATED AS OF JULY 23, 1999
among
AIM EQUITY FUNDS, INC.,
AIM FUNDS GROUP,
AIM INTERNATIONAL FUNDS, INC.,
AIM INVESTMENT SECURITIES FUNDS,
AIM TAX-EXEMPT FUNDS, INC.,
AIM ADVISOR FUNDS, INC.
AIM VARIABLE INSURANCE FUNDS, INC.,
AIM GROWTH SERIES,
AIM SERIES TRUST,
AIM INVESTMENT FUNDS,
GT GLOBAL VARIABLE INVESTMENT SERIES
and
GT GLOBAL VARIABLE INVESTMENT TRUST
on behalf of each Series
of Funds named herein,
AIM SUMMIT FUND, INC.
and
GT GLOBAL FLOATING RATE FUND, INC.
d/b/a AIM FLOATING RATE FUND
THE CHASE MANHATTAN BANK,
as Administrative Agent,
STATE STREET BANK AND TRUST COMPANY,
as Operations Agent
and
THE LENDERS NAMED HEREIN
--------------------
To the Amended and Restated Credit Agreement Dated as of May 28, 1999
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THIS FIRST AMENDMENT AGREEMENT dated as of July 23, 1999 (this
"Amendment"), among AIM Equity Funds, Inc., a Maryland corporation ("AIM Equity
Funds"), AIM Funds Group, a Delaware business trust ("AIM Funds Group"), AIM
International Funds, Inc., a Maryland corporation ("AIM International Funds"),
AIM Investment Securities Funds, a Delaware business trust ("AIM Investment
Securities"), AIM Tax-Exempt Funds, Inc., a Maryland corporation ("AIM
Tax-Exempt"), AIM Advisor Funds, Inc., a Maryland corporation ("AIM Advisor
Funds"), AIM Variable Insurance Funds, Inc., a Maryland corporation ("AIM
Variable Insurance"), AIM Growth Series, a Delaware business trust ("AIM Growth
Series"), AIM Series Trust, a Delaware business trust ("AIM Series Trust"), AIM
Investment Funds, a Delaware business trust ("AIM Investment Funds"), GT Global
Variable Investment Series, a Delaware business trust ("GT Global Series"), GT
Global Variable Investment Trust, a Delaware business trust ("GT Global Trust"),
and AIM Summit Fund, Inc., a Maryland corporation ("AIM Summit Fund") and GT
Global Floating Rate Fund, Inc., a Maryland corporation, doing business as AIM
Floating Rate Fund ("AIM Floating Rate") (collectively, the "Funds"), each of
which is executing this agreement on behalf of itself, and, with respect to all
Funds other than AIM Summit Fund and AIM Floating Rate, certain of its
respective investment portfolios set forth beneath such Fund's name on Schedule
I attached hereto, as such Schedule I is amended and supplemented on the date
hereof to add the AIM Equity Funds Additional Borrowers (as defined in the
Agreement (as hereinafter defined)) as provided in Section 4.3 of the Agreement
(each of which investment portfolios, AIM Summit Fund and AIM Floating Rate is
individually, a "Borrower" and collectively, the "Borrowers"), the several banks
and other financial institutions from time to time parties to this Agreement
(the "Lenders"), The Chase Manhattan Bank, a New York banking corporation, as
administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent"), and State Street Bank and Trust Company, a
Massachusetts trust company, as operations agent for the Lenders hereunder (in
such capacity, the "Operations Agent"), to the Amended and Restated Credit
Agreement dated as of May 28, 1999 among the Funds, the Lenders and the
Administrative Agent (the "Agreement");
W I T N E S S E T H :
WHEREAS, each Fund is a registered investment company under
the Investment Company Act of 1940;
WHEREAS, the Funds have requested the Lenders on behalf of
each Borrower to amend the Agreement in order to evidence the addition of the
AIM Equity Funds Additional Borrowers as Borrowers, add a bank as a Lender under
the Agreement and make loans severally to the Borrowers in an aggregate
principal amount not to exceed $1,000,000,000; and
WHEREAS, each Fund desires, and each Lender, the
Administrative Agent and the Operations Agent are willing, on the terms and
conditions set forth below, to modify certain terms of the Agreement as set
forth below;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto hereby agree as follows:
3
SECTION 1. Defined Terms. Capitalized terms used herein and not defined
herein shall have the meanings specified in the Agreement.
SECTION 2. Amendments to the Agreement. Schedules I, II, III, IV and VI
of the Agreement are hereby deleted in their entireties and new Schedules I, II,
III, IV and VI are substituted in lieu thereof, in the forms of Schedules I, II,
III, IV and VI attached hereto.
SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective only upon the satisfaction or waiver of all of the following
conditions precedent:
(A) The parties hereto shall have duly executed and delivered this
Amendment, which execution by the Funds, the Administrative Agent and the
Operations Agent pursuant to Section 9.6(c) of the Agreement shall constitute
such parties' consent to the assignment by a Lender to a bank other than a
Lender or an affiliate thereof of a portion of such Lender's rights and
obligations under the Agreement.
(B) The conditions subsequent set forth in Section 4.3 of the Agreement
shall have been satisfied.
(C) The Administrative Agent shall have received an Assignment and
Acceptance, in the form of Exhibit A hereto, executed by the Assignee, the
assigning Lender, each Fund, the Administrative Agent and the Operations Agent,
delivered to the Administrative Agent for its acceptance and (upon the
Administrative Agent's notice thereof to the Operations Agent) recording in the
Register by the Operations Agent.
(D) The Administrative Agent shall have received from the Borrowers the
fees and expense reimbursements referred to under Section 6 hereof and from the
assigning Lender or the Assignee a registration and processing fee of $3,000.
(E) The Administrative Agent shall have received such other documents,
opinions, approvals or appraisals as the Administrative Agent may reasonably
request.
SECTION 4. Representations and Warranties. In order to induce the
Lenders and the Administrative Agent to enter into this Amendment, each Fund
hereby represents and warrants to the Administrative Agent, on behalf of itself
and on behalf of each investment portfolio thereof which is a Borrower: that the
Fund has full power, right and legal authority to execute, deliver and perform
its obligations under this Amendment; that the Fund has taken all corporate
action necessary to authorize the execution and delivery of, and the performance
of its obligations, and the obligations of each investment portfolio thereof
which is a Borrower, under this Amendment; that this Amendment constitutes a
legal, valid and binding obligation of the Fund and each investment portfolio
thereof which is a Borrower enforceable
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against it in accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization or moratorium or similar laws affecting
the rights of creditors generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).
SECTION 5. Reference to and Effect on the Documents.
(A) Each reference in the Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import, and each reference to
the Agreement in documents related to the Agreement, shall mean and be a
reference to the Agreement as amended hereby.
(B) Except as specifically amended hereby, the Agreement and
all such related documents, and all other documents, agreements, instruments or
writings entered into in connection therewith, shall remain in full force and
effect and are hereby ratified, confirmed and acknowledged by each Fund, on
behalf of itself and on behalf of each investment portfolio thereof which is a
Borrower. The amendments set forth above are limited precisely as written and
shall not be deemed (i) to be a consent to any waiver or modification of any
other term or condition of the Agreement or any document delivered pursuant
thereto, (ii) to prejudice any right or rights which the Lenders, the
Administrative Agent or the Operations Agent may now or in the future have in
connection with the Agreement or (iii) to be a waiver of any now existing or
hereafter arising Default or Events of Default.
SECTION 6. Fees and Expenses. The Borrowers agree to pay or reimburse
the Administrative Agent, as stated in Section 9.5 of the Agreement, for its
reasonable out-of-pocket costs and expenses, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent
incurred by the Administrative Agent in connection with the preparation,
reproduction, execution and delivery of this Amendment and any other instruments
and documents to be delivered hereunder.
SECTION 7. Governing Law. This Amendment and the rights and obligations
of the parties hereunder shall be governed by and construed and interpreted in
accordance with the substantive laws of the State of New York, without regard
for its conflict of laws principles.
SECTION 8. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
SECTION 9. Successors. This Amendment shall be binding upon the
successors and assigns of the parties hereto.
SECTION 10. Counterparts. This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Amendment by signing any such
counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officer as of the day and year first above written.
AIM EQUITY FUNDS, INC.,
on behalf of itself and on behalf of AIM Aggressive
Growth Fund, AIM Blue Chip Fund, AIM Capital
Development Fund, AIM Charter Fund, AIM Constellation
Fund, AIM Large Cap Growth Fund and AIM ▇▇▇▇▇▇▇▇▇▇
Fund
AIM FUNDS GROUP,
on behalf of itself and on behalf of AIM Balanced
Fund, AIM Global Utilities Fund, AIM High Yield Fund,
AIM Income Fund, AIM Intermediate Government Fund,
AIM Municipal Bond Fund, AIM Select Growth Fund and
AIM Value Fund
AIM INTERNATIONAL FUNDS, INC.,
on behalf of itself and on behalf of AIM Asian Growth
Fund, AIM European Development Fund, AIM Global
Aggressive Growth Fund, AIM Global Growth Fund, AIM
Global Income Fund and AIM International Equity Fund
AIM INVESTMENT SECURITIES FUNDS,
on behalf of itself and on behalf of AIM High Yield
Fund II and AIM Limited Maturity Treasury Fund
AIM SUMMIT FUND, INC.
AIM TAX-EXEMPT FUNDS, INC.
on behalf of itself and on behalf of AIM High Income
Municipal Fund, AIM Tax-Exempt Bond Fund of
Connecticut and AIM Tax-Free Intermediate Fund
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AIM ADVISOR FUNDS, INC.
on behalf of itself and on behalf of AIM Advisor Flex
Fund, AIM Advisor International Value Fund, AIM
Advisor Large Cap Value and AIM Advisor Real Estate
Fund
AIM VARIABLE INSURANCE FUNDS, INC.
on behalf of itself and on behalf of AIM V.I.
Aggressive Growth Fund, AIM V.I. Balanced Fund, AIM
V.I. Capital Appreciation Fund, AIM V.I. Capital
Development Fund, AIM V.I. Diversified Income Fund,
AIM V.I. Global Growth and Income Fund, AIM V.I.
Global Utilities Fund, AIM V.I. Government Securities
Fund, AIM V.I. Growth and Income Fund, AIM V.I.
Growth Fund, AIM V.I. High Yield Fund, AIM V.I.
International Equity Fund, AIM V.I.
Telecommunications Fund and AIM V.I. Value Fund
AIM GROWTH SERIES
on behalf of itself and on behalf of AIM Basic Value
Fund, AIM Europe Growth Fund, AIM Japan Growth Fund,
AIM Mid Cap Equity Fund, AIM New Pacific Growth Fund
and AIM Small Cap Growth Fund
AIM SERIES TRUST
on behalf of itself and on behalf of AIM Global
Trends Fund
GT GLOBAL FLOATING RATE FUND, INC., d/b/a AIM
FLOATING RATE FUND
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AIM INVESTMENT FUNDS
on behalf of itself and on behalf of AIM Developing
Markets Fund, AIM Emerging Markets Debt Fund, AIM
Global Consumer Products and Services Fund, AIM
Global Financial Services Fund, AIM Global Government
Income Fund, AIM Global Growth & Income Fund, AIM
Global Health Care Fund, AIM Global Infrastructure
Fund, AIM Global Resources Fund, AIM Global
Telecommunications and Technology Fund, AIM Latin
American Growth Fund and AIM Strategic Income Fund
GT GLOBAL VARIABLE INVESTMENT SERIES
on behalf of itself and on behalf of GT Global
Variable America Fund, GT Global Variable Europe
Fund, GT Global Variable International Fund and GT
Global Variable New Pacific Fund
GT GLOBAL VARIABLE INVESTMENT TRUST
on behalf of itself and on behalf of GT Global
Variable Emerging Markets Fund, GT Global Variable
Global Government Income Fund, GT Global Variable
Growth & Income Fund, GT Global Variable
Infrastructure Fund, GT Global Variable Latin America
Fund, GT Global Variable Natural Resources Fund, GT
Global Variable Strategic Income Fund, GT Global
Variable Telecommunications Fund and GT Global
Variable U.S. Government Income Fund
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Title:
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THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------
Title: Vice President
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES,
as a Lender
By: /s/ ▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇
------------------------------
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
------------------------------
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By: /s/ Illegible
------------------------------
Title: SVP
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BANQUE NATIONALE DE PARIS,
as a Lender
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Title: Assistant Vice President
By: /s/ LAURENT VANDERZYPPE
-------------------------------
Title: Vice President
COMMERZBANK AG, NEW YORK BRANCH
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Title: Assistant Treasurer
THE FIRST NATIONAL BANK OF CHICAGO,
as a Lender
By: /s/ ILLEGIBLE
-------------------------------
Title: Assistant Vice President
SOCIETE GENERALE, NEW YORK BRANCH,
as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------
Title: Vice President
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▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Title: ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY,
as Operations Agent and as a Lender
By: /s/ ILLEGIBLE
------------------------------
Title: Vice President
CITIBANK, N.A.,
as a Lender
By: /s/ ILLEGIBLE
------------------------------
Title: Vice President
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Delivered pursuant to Section 4.3 of the Agreement.
AIM EQUITY FUNDS, INC.
on behalf of itself and on behalf of AIM Large Cap
Basic Value Fund (formerly named AIM Growth and
Income Fund)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Title: Vice President
AIM EQUITY FUNDS, INC.
on behalf of itself and on behalf of AIM Dent
Demographic Trends Fund
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Title: Vice President
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SCHEDULE I
FUNDS/BORROWERS
AIM Equity Funds, Inc.
AIM Aggressive Growth Fund $1,000,000,000
AIM Blue Chip Fund $1,000,000,000
AIM Capital Development Fund $1,000,000,000
AIM Charter Fund $1,000,000,000
AIM Constellation Fund $1,000,000,000
AIM Dent Demographic Trends Fund $1,000,000,000
AIM Large Cap Basic Value Fund $1,000,000,000
AIM Large Cap Growth Fund $1,000,000,000
AIM ▇▇▇▇▇▇▇▇▇▇ Fund $1,000,000,000
AIM Funds Group
AIM Balanced Fund $1,000,000,000
AIM Global Utilities Fund $1,000,000,000
AIM HighYield Fund $1,000,000,000
AIM Income Fund $1,000,000,000
AIM Intermediate Government Fund $1,000,000,000
AIM Municipal Bond Fund $1,000,000,000
AIM Select Growth Fund $1,000,000,000
AIM Value Fund $1,000,000,000
13
AIM International Funds, Inc.
AIM Asian Growth Fund $1,000,000,000
AIM European Development Fund $1,000,000,000
AIM Global Aggressive Growth Fund $1,000,000,000
AIM Global Growth Fund $1,000,000,000
AIM Global Income Fund $1,000,000,000
AIM International Equity Fund $1,000,000,000
AIM Investment Securities Funds
AIM High Yield Fund II $1,000,000,000
AIM Limited Maturity Treasury Fund $1,000,000,000
AIM Summit Fund, Inc. $1,000,000,000
AIM Tax-Exempt Funds, Inc.
AIM High Income Municipal Fund $1,000,000,000
AIM Tax-Exempt Bond Fund of Connecticut $1,000,000,000
AIM Tax-Free Intermediate Fund $1,000,000,000
AIM Advisor Funds, Inc.
AIM Advisor Flex Fund $1,000,000,000
AIM Advisor International Value Fund $1,000,000,000
AIM Advisor Large Cap Value Fund $1,000,000,000
AIM Advisor Real Estate Fund $1,000,000,000
14
AIM Variable Insurance Funds, Inc.
AIM V.I. Aggressive Growth Fund $1,000,000,000
AIM V.I. Balanced Fund $1,000,000,000
AIM V.I. Capital Appreciation Fund $1,000,000,000
AIM V.I. Capital Development Fund $1,000,000,000
AIM V.I. Diversified Income Fund $1,000,000,000
AIM V.I. Global Growth and Income Fund $1,000,000,000
AIM V.I. Global Utilities Fund $1,000,000,000
AIM V.I. Government Securities Fund $1,000,000,000
AIM V.I. Growth and Income Fund $1,000,000,000
AIM V.I. Growth Fund $1,000,000,000
AIM V.I. High Yield Fund $1,000,000,000
AIM V.I. International Equity Fund $1,000,000,000
AIM V.I. Telecommunications Fund $1,000,000,000
AIM V.I. Value Fund $1,000,000,000
AIM Growth Series
AIM Basic Value Fund $1,000,000,000
AIM Europe Growth Fund $1,000,000,000
AIM Japan Growth Fund(1) $1,000,000,000
AIM Mid Cap Equity Fund $1,000,000,000
----------------
(1) Designated Borrower with a Designated Borrower Asset Coverage Ratio
of 4 to 1
15
AIM New Pacific Growth Fund(1) $1,000,000,000
AIM Small Cap Growth Fund $1,000,000,000
AIM Series Trust
AIM Global Trends Fund $1,000,000,000
GT Global Floating Rate Fund, Inc., $1,000,000,000
d/b/a AIM Floating Rate Fund
AIM Investment Funds
AIM Developing Markets Fund $1,000,000,000
AIM Emerging Markets Debt Fund(1) $1,000,000,000
AIM Global Consumer Products and Services Fund $1,000,000,000
AIM Global Financial Services Fund $1,000,000,000
AIM Global Government Income Fund $1,000,000,000
AIM Global Growth & Income Fund $1,000,000,000
AIM Global Health Care Fund $1,000,000,000
AIM Global Infrastructure Fund $1,000,000,000
AIM Global Resources Fund $1,000,000,000
AIM Global Telecommunications and Technology Fund $1,000,000,000
AIM Latin American Growth Fund(1) $1,000,000,000
AIM Strategic Income Fund $1,000,000,000
----------------
(1) Designated Borrower with a Designated Borrower Asset Coverage Ratio
of 4 to 1
16
GT Global Variable Investment Series
GT Global Variable America Fund $1,000,000,000
GT Global Variable Europe Fund $1,000,000,000
GT Global Variable International Fund $1,000,000,000
GT Global Variable New Pacific Fund $1,000,000,000
GT Global Variable Investment Trust
GT Global Variable Emerging Markets Fund(1) $1,000,000,000
GT Global Variable Global Government Income Fund $1,000,000,000
GT Global Variable Growth & Income Fund $1,000,000,000
GT Global Variable Infrastructure Fund $1,000,000,000
GT Global Variable Latin America Fund(1) $1,000,000,000
GT Global Variable Natural Resources Fund $1,000,000,000
GT Global Variable Strategic Income Fund $1,000,000,000
GT Global Variable Telecommunications Fund $1,000,000,000
GT Global Variable U.S. Government Income Fund $1,000,000,000
Maximum Credit Available $1,000,000,000
==============
----------------
(1) Designated Borrower with a Designated Borrower Asset Coverage Ratio
of 4 to 1
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SCHEDULE II
COMMITMENTS, ADDRESSES, ETC.
Amount of
Name and Address of Lender Commitment
-------------------------- ------------
THE CHASE MANHATTAN BANK $125,000,000
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
DEUTSCHE BANK AG $125,000,000
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
CREDIT LYONNAIS, NEW YORK BRANCH $125,000,000
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
COMMERZBANK AG $125,000,000
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ Early
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
BANQUE NATIONALE DE PARIS $100,000,000
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Laurent Vanderzyppe
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
18
THE FIRST NATIONAL BANK OF CHICAGO $100,000,000
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
SOCIETE GENERALE, NEW YORK BRANCH $ 75,000,000
1221 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
THE BANK OF NOVA SCOTIA $ 75,000,000
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
STATE STREET BANK AND TRUST COMPANY $ 75,000,000
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
CITIBANK, N.A. $ 75,000,000
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
19
SCHEDULE III
INVESTMENT ADVISORY AGREEMENTS
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM Equity Funds, Inc. dated February 28, 1997, as amended March 1, 1999, May
12, 1999 and July 15, 1999
* Master Sub-Advisory Agreement between A I M Advisors, Inc. and
A I M Capital Management, Inc. relating to the AIM Charter Fund, AIM
Constellation Fund and AIM ▇▇▇▇▇▇▇▇▇▇ Fund portfolios of AIM Equity Funds, Inc.
dated February 28, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and ▇. ▇. ▇▇▇▇
Advisors, Inc. relating to the AIM Dent Demographic Trends Fund portfolio of AIM
Equity Funds, Inc. dated May 12, 1999
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM Funds Group dated February 28, 1997, as amended May 1, 1998
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM International Funds, Inc. dated February 28, 1997, as amended November 1,
1997
* Master Sub-Advisory Agreement between A I M Advisors, Inc. and
INVESCO Global Asset Management Limited relating to the AIM Asian Growth Fund
and AIM European Development Fund portfolios of AIM International Funds, Inc.
dated November 1, 1997
* Sub-Sub-Advisory Agreement between INVESCO Global Asset Management
Limited and INVESCO Asia Limited relating to the AIM Asian Growth Fund portfolio
of AIM International Funds, Inc. dated November 1, 1997
* Sub-Sub-Advisory Agreement between INVESCO Global Asset Management
Limited and INVESCO Asset Management Limited relating to the AIM European
Development Fund portfolio of AIM International Funds, Inc. dated November 1,
1997
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM Investment Securities Funds dated February 28, 1997, as amended September
28, 1998
20
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM Summit Fund, Inc. dated February 28, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and TradeStreet
Investment Associates, Inc. relating to AIM Summit Fund, Inc. dated February 28,
1997
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM Tax-Exempt Funds, Inc. dated February 28, 1997, as amended September 20,
1997
* Investment Advisory Agreement between A I M Advisors, Inc. and AIM
Advisor Funds, Inc. dated August 4, 1997, as amended March 2, 1998
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Capital
Management, Inc. relating to the AIM Advisor Large Cap Value Fund and the AIM
Advisor Flex Fund portfolios of AIM Advisor Funds, Inc. dated August 4, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Global
Asset Management Limited relating to the AIM Advisor International Value Fund
portfolio of AIM Advisor Funds, Inc. dated August 4, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO
Management & Research, Inc. relating to the AIM Advisor MultiFlex Fund portfolio
of AIM Advisor Funds, Inc. dated August 4, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Realty
Advisors, Inc. relating to the AIM Advisor Real Estate Fund portfolio of AIM
Advisor Funds, Inc. dated August 4, 1997
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM Variable Insurance Funds, Inc. dated February 28, 1997 and amendments dated
April 15, 1998 and December 14, 1998
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Asset
Management Limited relating to the AIM V.I. Global Growth and Income Fund
portfolio of AIM Variable Insurance Funds, Inc. dated December 14, 1998
21
* Amended and Restated Investment Management and Administration Contract
between A I M Advisors, Inc. and AIM Growth Series dated March 18, 1999
* Amended and Restated Sub-Advisory Contract between A I M Advisors, Inc.
and INVESCO Asset Management Limited relating to the AIM Europe Growth portfolio
of AIM Growth Series dated February 12, 1999
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asset
Management (Japan) Limited relating to the AIM Japan Growth Fund portfolio of
AIM Growth Series dated April 1, 1999
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asia
Management Limited relating to the AIM New Pacific Growth Fund portfolio of AIM
Growth Series dated April 1, 1999
* Amended and Restated Investment Management and Administration Contract
between A I M Advisors, Inc. and AIM Series Trust relating to AIM Global Trends
Fund dated September 8, 1998
* Amended and Restated Investment Management and Administration Contract
between A I M Advisors, Inc. and AIM Investment Funds dated June 1, 1999
* Amended and Restated Sub-Advisory Contract between A I M Advisors, Inc.
and INVESCO Asset Management Limited relating to the AIM Latin American Growth
Fund, AIM Emerging Markets Fund, AIM Global Growth & Income Fund, AIM Global
Government Income Fund and AIM Developing Markets Fund portfolios of AIM
Investment Funds dated February 12, 1999
* Investment Management and Administration Contract between A I M
Advisors, Inc. and GT Global Variable Investment Series dated May 29, 1998
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asia
Limited relating to the GT Global Variable New Pacific Fund portfolio of GT
Global Variable Investment Series dated April 1, 1999
22
* Amended and Restated Sub-Advisory Contract between A I M Advisors, Inc.
and INVESCO (NY), Inc. relating to the GT Global Variable America Fund and GT
Global Money Market Fund portfolios of GT Global Variable Investment Series
dated April 1, 1999
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asset
Management Limited relating to the GT Global Variable Europe Fund and GT Global
Variable International Fund portfolios of GT Global Variable Investment Series
dated December 14, 1998
* Investment Management and Administration Contract between A I M
Advisors, Inc. and GT Global Variable Investment Trust dated May 29, 1998
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asset
Management Limited relating to the GT Global Variable Latin America Fund, GT
Global Variable Growth & Income Fund, GT Global Variable Emerging Markets Fund
and GT Global Variable Global Government Income Fund portfolios of GT Global
Variable Investment Trust dated December 14, 1998
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO (NY)
Inc. relating to GT Global Variable Strategic Income Fund and GT Global Variable
U.S. Government Income Fund portfolios of GT Global Investment Trust dated
December 14, 1998
23
SCHEDULE IV
ADMINISTRATION AGREEMENTS(2)
* Master Administrative Services Agreement between AIM Equity Funds, Inc.
and A I M Advisors, Inc. dated February 28, 1997, as amended March 1, 1999, May
12, 1999 and July 15, 1999
* Master Administrative Services Agreement between AIM Funds Group and
A I M Advisors, Inc. dated February 28, 1997, as amended May 1, 1998
* Master Administrative Services Agreement between AIM International
Funds, Inc. and A I M Advisors, Inc. dated February 28, 1997, as amended
November 1, 1997
* Master Administrative Services Agreement between AIM Investment
Securities Funds and A I M Advisors, Inc. dated February 28, 1997, as amended
September 28, 1998
* Administrative Services Agreement between AIM Summit Fund, Inc. and
A I M Advisors, Inc. dated February 28, 1997
* Administrative Services Agreement (Shareholder Services) between A I M
Advisors, Inc. and A I M Fund Services, Inc. relating to AIM Summit Fund, Inc.
dated February 28, 1997
* Master Administrative Services Agreement between AIM Tax-Exempt Funds,
Inc. and A I M Advisors, Inc. dated February 28, 1997, as amended on September
20, 1997
* Operating Services Agreement between AIM Advisor Funds, Inc. and A I M
Advisors, Inc. dated August 4, 1997
* Master Administrative Services Agreement between A I M Advisors, Inc.
and AIM Variable Insurance Funds, Inc. dated May 1, 1998, as amended December
14, 1998
-----------------
(2) Administrative Services may also be provided to AIM Growth Series, AIM
Series Trust, AIM Investment Funds, GT Global Variable Investment Series and GT
Global Variable Investment Trust pursuant to the investment management and
administration contracts of such funds.
24
* Amended and Restated Administration Contract between AIM Growth Series
and A I M Advisors, Inc. relating to AIM Small Cap Equity Fund and AIM Basic
Value Fund dated September 8, 1998
* Fund Accounting and Pricing Agent Agreement between A I M Advisors,
Inc. and AIM Growth Series dated June 1, 1998
* Fund Accounting and Pricing Agent Agreement between A I M Advisors,
Inc. and AIM Series Trust dated June 1, 1998
* Administration Contract between GT Global Floating Rate Fund, Inc.
(d/b/a AIM Floating Rate Fund) and A I M Advisors, Inc. dated May 29, 1998
* Sub-Administration Contract between GT Global Floating Rate Fund, Inc.
(d/b/a AIM Floating Rate Fund), A I M Advisors, Inc. and INVESCO (NY), Inc.
dated May 29, 1998
* Fund Accounting and Pricing Agent Agreement between Chancellor LGT
Asset Management, Inc. and GT Global Floating Rate Fund, Inc. (d/b/a AIM
Floating Rate Fund) dated January 13, 1998
* Administration Contract between AIM Investment Funds and A I M
Advisors, Inc. relating to AIM Global Consumer Products and Services Fund, AIM
Global Financial Services Fund, AIM Global Infrastructure Fund, AIM Global
Resources Fund and AIM Emerging Markets Debt Fund dated September 8, 1998
* Fund Accounting and Pricing Agent Agreement between A I M Advisors,
Inc. and GT Global Variable Investment Series dated June 1, 1998
* Fund Accounting and Pricing Agent Agreement between A I M Advisors,
Inc. and GT Global Variable Investment Trust dated June 1, 1998
25
SCHEDULE VI
DISTRIBUTION AGREEMENTS
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Equity Funds, Inc. with respect to the Class B Shares of all portfolios dated
February 28, 1997, and amendments dated October 14, 1997, March 1, 1999, May 12,
1999 and July 15, 1999
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Equity Funds, Inc. with respect to the Class A Shares and C Shares of all
portfolios dated August 4, 1997, and amendments dated March 1, 1999, May 12,
1999 and July 15, 1999
* Master Distribution Agreement between Fund Management Company and AIM
Equity Funds, Inc. with respect to the Institutional Classes of AIM Charter
Fund, AIM Constellation Fund and AIM ▇▇▇▇▇▇▇▇▇▇ Fund dated February 28, 1997
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Funds Group with respect to the Class B Shares of all portfolios dated February
28, 1997, as amended May 1, 1998
* Amended and Restated Master Distribution Agreement between A I M
Distributors, Inc. and AIM Funds Group with respect to the AIM Cash Reserve
Shares of AIM Money Market Fund and with respect to the Class A and C Shares of
all portfolios dated August 4, 1997, as amended December 21, 1998
* Amended and Restated Master Distribution Agreement between A I M
Distributors, Inc. and AIM International Funds, Inc. with respect to the Class A
and Class C Shares of all portfolios dated August 4, 1997, as amended November
1, 1997
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
International Funds, Inc. with respect to the Class B Shares of all portfolios
dated February 28, 1997, as amended November 1, 1997
* Amended and Restated Master Distribution Agreement between A I M
Distributors, Inc. and AIM Investment Securities Funds with respect to the Class
A Shares of AIM Limited Maturity
26
Treasury Fund and the Class A and C Shares of AIM High Yield Fund II dated
September 28, 1998
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Investment Securities Funds with respect to the Class B Shares of AIM High Yield
Fund II dated September 28, 1998
* Distribution Agreement between Fund Management Company and AIM
Investment Securities Funds with respect to the Institutional Class of AIM
Limited Maturity Treasury Fund dated February 28, 1997
* Distribution Agreement between A I M Distributors, Inc. and AIM Summit
Fund, Inc. dated February 28, 1997, as amended March 1, 1999
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Tax-Exempt Funds, Inc. with respect to the Class A Shares of AIM Tax-Exempt Bond
Fund of Connecticut, AIM Tax-Free Intermediate Fund and AIM Tax-Exempt Cash Fund
and with respect to the Class A and C Shares of AIM High Income Municipal Fund
dated September 20, 1997
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Tax-Exempt Funds, Inc. with respect to the Class B Shares of AIM High Income
Municipal Fund dated September 20, 1997
* Distribution Agreement between A I M Distributors, Inc. and AIM Advisor
Funds, Inc. with respect to the Class A and C Shares of all portfolios dated
August 4, 1997
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Advisor Funds, Inc. with respect to the Class B Shares of all portfolios dated
March 3, 1998
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Variable Insurance Funds, Inc. relating to all portfolios dated February 28,
1997 and amendments dated April 15, 1998 and December 14, 1998
* Distribution Agreement between AIM Distributors, Inc. and GT Global
Floating Rate Fund, Inc. (d/b/a AIM Floating Rate Fund) dated May 29, 1998
27
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Growth Series relating to Class A and C Shares of all portfolios dated May 3,
1999
* Distribution Agreement between A I M Distributors, Inc. and AIM Growth
Series relating to Class B Shares of all portfolios dated May 29, 1998, as
amended March 18, 1999
* Distribution Agreement between A I M Distributors, Inc. and AIM Growth
Series relating to Advisor Class Shares of all portfolios dated May 29, 1998, as
amended March 18, 1999
* Distribution Agreement between A I M Distributors, Inc. and AIM Series
Trust relating to Class A and C Shares of AIM Global Trends Fund dated May 29,
1998, as amended September 8, 1998
* Distribution Agreement between A I M Distributors, Inc. and AIM Series
Trust relating to Class B Shares of AIM Global Trends Fund dated May 29, 1998,
as amended September 8, 1998
* Distribution Agreement between A I M Distributors, Inc. and AIM Series
Trust relating to Advisor Class Shares of AIM Global Trends Fund dated May 29,
1998, as amended September 8, 1998
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Investment Funds relating Class A and C Shares of all portfolios dated March 1,
1999
* Distribution Agreement between A I M Distributors, Inc. and AIM
Investment Funds relating to Class B Shares of all portfolios dated September 8,
1998, as amended March 18, 1999
* Distribution Agreement between A I M Distributors, Inc. and AIM
Investment Funds relating to Advisor Class Shares of all portfolios dated
September 8, 1998, as amended March 18, 1999
28
DISTRIBUTION PLANS
* Amended and Restated Master Distribution Plan of AIM Equity Funds, Inc.
with respect to the Class B Shares of all portfolios (Effective June 14, 1995,
as amended June 11, 1996. Amended and restated June 30, 1997, and amendments
dated October 14, 1997, March 1, 1999, May 12, 1999 and July 15, 1999.)
* Fourth Amended and Restated Master Distribution Plan of AIM Equity
Funds, Inc. with respect to the Class A and C Shares of all portfolios
(Effective September 27, 1993, and amendments dated March 8, 1994 and September
10, 1994. Amended and restated June 15, 1995. Amended and restated June 30,
1997. Amended and restated August 4, 1997. Amended and restated June 30, 1998,
and amendments dated March 1, 1999, May 12, 1999 and July 15, 1999.)
* Second Amended and Restated Master Distribution Plan of AIM Funds Group
with respect to the Class B shares of all portfolios. (Effective August 31, 1993
and amendments dated March 8, 1994 and September 10, 1994. Amended and restated
May 2, 1995. Amended and restated June 30, 1997, as amended May 1, 1998.)
* Third Amended and Restated Master Distribution Plan of AIM Funds Group
with respect to the AIM Cash Reserve Shares of AIM Money Market Fund and the
Class A and C shares of all portfolios. (Effective August 31, 1993 and
amendments dated March 8, 1994 and September 10, 1994. Amended and restated June
30, 1997. Amended and restated August 4, 1997. Amended and restated June 30,
1998, as amended December 21, 1998.)
* Third Amended and Restated Master Distribution Plan of AIM
International Funds, Inc. with respect to the Class A and C Shares of all
portfolios. (Effective September 10, 1994, as amended September 10, 1994.
Amended and restated June 30, 1997. Amended and restated August 4, 1997. Amended
and restated June 30, 1998.)
* Second Amended and Restated Master Distribution Plan of AIM
International Funds, Inc. with respect to the Class B Shares of all portfolios.
(Effective September 10, 1994, as amended September 10, 1994. Amended and
restated May 2, 1995. Amended and restated June 30, 1997, as amended November 1,
1997.)
29
* Third Amended and Restated Master Distribution Plan of AIM Investment
Securities Funds with respect to the Class A Shares of AIM Limited Maturity
Treasury Fund and the Class A and C Shares of AIM High Yield Fund II dated
September 28, 1998
* Master Distribution Plan of AIM Investment Securities Funds with
respect to the Class B Shares of AIM High Yield Fund II dated September 28, 1998
* Distribution Plan of AIM Summit Fund, Inc. with respect to the Class II
Shares dated March 1, 1999
* Third Amended and Restated Master Distribution Plan of AIM Tax-Exempt
Funds, Inc. with respect to the Class A Shares of AIM Tax-Exempt Bond Fund of
Connecticut, AIM Tax-Free Intermediate Fund and AIM Tax-Exempt Cash Fund and
with respect to the Class A and C Shares of AIM High Income Municipal Fund dated
September 20, 1997
* Master Distribution Plan of AIM Tax-Exempt Funds, Inc. with respect to
the Class B Shares of AIM High Income Municipal Fund dated September 20, 1997
* Plan and Agreement of Distribution Pursuant to Rule 12b-1 between A I M
Distributors, Inc. and AIM Advisor Funds, Inc. with respect to the Class A and C
Shares of all portfolios dated August 4, 1997, as amended March 2, 1998
* Master Distribution Plan of AIM Advisor Funds, Inc. with respect to the
Class B Shares of all portfolios dated March 3, 1998
* Master Distribution Plan of AIM Growth Series relating to Class A and C
Shares of all portfolios dated May 3, 1999
* Distribution Plan of AIM Growth Series relating to Class B Shares of
all portfolios dated May 29, 1998, as amended March 18, 1999
* Distribution Plan of AIM Series Trust relating Class A and C Shares of
AIM Global Trends Fund dated May 29, 1998, as amended September 8, 1998
* Distribution Plan of AIM Series Trust relating Class B Shares of AIM
Global Trends Fund dated May 29, 1998
30
* Master Distribution Plan of AIM Investment Funds relating to Class A
and C Shares of all portfolios dated March 1, 1999, as amended March 18, 1999
* Distribution Plan of AIM Investment Funds relating to Class B Shares of
all portfolios dated September 8, 1998, as amended March 18, 1999, as amended
June 1, 1999
31
EXHIBIT A
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Amended and Restated Credit Agreement
dated as of May 28, 1999 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement") , among AIM Equity Funds, Inc., a Maryland
corporation, AIM Funds Group, a Delaware business trust, AIM International
Funds, Inc., a Maryland corporation, AIM Investment Securities Funds, a Delaware
business trust, AIM Tax-Exempt Funds, Inc., a Maryland corporation, AIM Advisor
Funds, Inc., a Maryland corporation, and AIM Summit Fund, Inc., a Maryland
corporation ("AIM Summit Fund"), AIM Variable Insurance Funds, Inc., a Maryland
corporation, AIM Growth Series, a Delaware business trust, AIM Series Trust, a
Delaware business trust, AIM Investment Funds, a Delaware business trust, GT
Global Variable Investment Series, a Delaware business trust, GT Global Variable
Investment Trust, a Delaware business trust and GT Global Floating Rate Fund,
Inc., a Maryland corporation, doing business as AIM Floating Rate Fund ("AIM
Floating Rate") (collectively, the "Funds"), each of which executed the Credit
Agreement on behalf of itself, and, with respect to all Funds other than AIM
Summit Fund and AIM Floating Rate, certain of its respective investment
portfolios set forth beneath such Fund's name on Schedule I attached to the
Credit Agreement, the Lenders named therein, State Street Bank and Trust
Company, as Operations Agent (in such capacity, the "Operations Agent"), and The
Chase Manhattan Bank, as Administrative Agent for the Lenders (in such capacity,
the "Administrative Agent"). Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
Societe Generale, New York Branch (the "Assignor") and
Citibank, N.A. (the "Assignee") agree as follows:
1. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date (as defined in Schedule 1 hereto), the interest described in
Schedule 1 hereto (the "Assigned Interest") in and to the Assignor's rights and
obligations under the Credit Agreement.
2. The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or any
other instrument or
32
document furnished pursuant thereto, other than that the Assignor has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim; (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Borrower, or any other obligor or the performance or
observance by any Borrower or any other obligor of any of their respective
obligations under the Credit Agreement or any other Loan Document or any other
instrument or document furnished pursuant hereto or thereto; and (c) attaches
any Notes held by it evidencing the Assigned Facility and (i) requests that the
Administrative Agent, upon request by the Assignee, exchange the attached Notes
for a new Note or Notes payable to the Assignee and (ii) if the Assignor has
retained any interest in the Assigned Facility, requests that the Administrative
Agent exchange the attached Notes for a new Note or Notes payable to the
Assignor, in each case in amounts which reflect the assignment being made hereby
(and after giving effect to any other assignments which have become effective on
the Effective Date).
3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance, that it is a "bank" (as
defined in Section 2(a)(5) of the ▇▇▇▇ ▇▇▇) and to its best knowledge, it is not
an "Affiliated person" (as defined in Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) of any
Borrower or AIM; (b) confirms that it has received a copy of the Credit
Agreement, together with copies of such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (c) agrees that it will, independently and
without reliance upon the Assignor, the Administrative Agent, the Operations
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement, the other Loan Documents
or any other instrument or document furnished pursuant hereto or thereto; (d)
appoints and authorizes the Administrative Agent and the Operations Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto as are delegated to
the Administrative Agent and the Operations Agent by the terms thereof, together
with such powers as are incidental thereto; and (e) agrees that it will be bound
by the provisions of the Credit Agreement and will perform in accordance with
its terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender including, if it is organized under
the laws of a jurisdiction outside the United States, its obligation pursuant to
subsection 2.13(b) of the Credit Agreement.
4. Following the execution of this Assignment and Acceptance,
it will be delivered to the Administrative Agent for acceptance by it and
recording by the Operations Agent pursuant to the Credit Agreement, effective as
of the Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance by the Administrative Agent and recording by the Operations Agent).
33
5. Upon such acceptance and recording, from and after the
Effective Date, the Operations Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignee whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and the
Assignee shall make all appropriate adjustments in payments by the Operations
Agent for periods prior to the Effective Date or with respect to the making of
this assignment directly between themselves.
6. From and after the Effective Date, (a) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the other Loan Documents and shall be bound by the
provisions thereof and (b) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.
7. This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.
34
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the Effective Date by their
respective duly authorized officer.
AIM EQUITY FUNDS, INC.,
on behalf of itself and on behalf of AIM
Aggressive Growth Fund, AIM Blue Chip Fund,
AIM Capital Development Fund, AIM Charter
Fund, AIM Constellation Fund, AIM Dent
Demographic Trends Fund, AIM Large Cap Basic
Value Fund, AIM Large Cap Growth Fund and
AIM ▇▇▇▇▇▇▇▇▇▇ Fund
AIM FUNDS GROUP,
on behalf of itself and on behalf of AIM
Balanced Fund, AIM Global Utilities Fund,
AIM High Yield Fund, AIM Income Fund, AIM
Intermediate Government Fund, AIM Municipal
Bond Fund, AIM Select Growth Fund and AIM
Value Fund
AIM INTERNATIONAL FUNDS, INC.,
on behalf of itself and on behalf of AIM
Asian Growth Fund, AIM European Development
Fund, AIM Global Aggressive Growth Fund, AIM
Global Growth Fund, AIM Global Income Fund
and AIM International Equity Fund
AIM INVESTMENT SECURITIES FUNDS,
on behalf of itself and on behalf of AIM
High Yield Fund II and AIM Limited Maturity
Treasury Fund
AIM SUMMIT FUND, INC.
AIM TAX-EXEMPT FUNDS, INC.
on behalf of itself and on behalf of AIM
High Income Municipal Fund, AIM Tax-Exempt
Bond Fund of Connecticut and AIM Tax-Free
Intermediate Fund
35
AIM ADVISOR FUNDS, INC.
on behalf of itself and on behalf of AIM
Advisor Flex Fund, AIM Advisor International
Value Fund, AIM Advisor Large Cap Value Fund
and AIM Advisor Real Estate Fund
AIM VARIABLE INSURANCE FUNDS, INC.
on behalf of itself and on behalf of AIM
V.I. Aggressive Growth Fund, AIM V.I.
Balanced Fund, AIM V.I. Capital Appreciation
Fund, AIM V.I. Capital Development Fund, AIM
V.I. Diversified Income Fund, AIM V.I.
Global Growth and Income Fund, AIM V.I.
Global Utilities Fund, AIM V.I. Government
Securities Fund, AIM V.I. Growth and Income
Fund, AIM V.I. Growth Fund, AIM V.I. High
Yield Fund, AIM V.I. International Equity
Fund, AIM V.I. Telecommunications Fund and
AIM V.I. Value Fund
AIM GROWTH SERIES
on behalf of itself and on behalf of AIM
Basic Value Fund, AIM Europe Growth Fund,
AIM Japan Growth Fund, AIM Mid Cap Equity
Fund, AIM New Pacific Growth Fund and AIM
Small Cap Growth Fund
AIM SERIES TRUST
on behalf of itself and on behalf of AIM
Global Trends Fund
36
GT GLOBAL FLOATING RATE FUND, INC., d/b/a
AIM FLOATING RATE FUND
AIM INVESTMENT FUNDS
on behalf of itself and on behalf of AIM
Developing Markets Fund, AIM Emerging
Markets Debt Fund, AIM Global Consumer
Products and Services Fund, AIM Global
Financial Services Fund, AIM Global
Government Income Fund, AIM Global Growth &
Income Fund, AIM Global Health Care Fund,
AIM Global Infrastructure Fund, AIM Global
Resources Fund, AIM Global
Telecommunications and Technology Fund, AIM
Latin American Growth Fund and AIM Strategic
Income Fund
GT GLOBAL VARIABLE INVESTMENT SERIES
on behalf of itself and on behalf of GT
Global Variable America Fund, GT Global
Variable Europe Fund, GT Global Variable
International Fund and GT Global Variable
New Pacific Fund
GT GLOBAL VARIABLE INVESTMENT TRUST
on behalf of itself and on behalf of GT
Global Variable Emerging Markets Fund, GT
Global Variable Global Government Income
Fund, GT Global Variable Growth & Income
Fund, GT Global Variable Infrastructure
Fund, GT Global Variable Latin America Fund,
GT Global Variable Natural Resources Fund,
GT Global Variable Strategic Income Fund, GT
Global Variable Telecommunications Fund and
GT Global Variable U.S. Government Income
Fund
By:
------------------------------
Title:
37
SOCIETE GENERALE, NEW YORK BRANCH,
as assigning Lender
By:
------------------------------
Title:
CITIBANK, N.A.,
as Assignee
By:
------------------------------
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:
------------------------------
Title:
STATE STREET BANK AND TRUST COMPANY,
as Operations Agent
By:
------------------------------
Title:
38
SCHEDULE 1
Name and Address of Assignee Assigned Interest
---------------------------- -----------------
CITIBANK, N.A. $50,000,000
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇
Effective Date
--------------
July 23, 1999