SECOND AMENDMENT
TO
CREDIT AGREEMENT
This Second Amendment (this "AMENDMENT") dated as of December 10, 1997 to
the Credit Agreement dated as of December 3, 1996, as amended by the First
Amendment dated as of April 18, 1987 (as so amended, the "CREDIT AGREEMENT"), by
and among each of the management investment companies listed on Schedule I
thereto, either acting for itself or on behalf of the portfolios (each a
"PORTFOLIO") set forth next to such series' or portfolio's name on said Schedule
(each of such management investment companies in such individual or
representative capacity being hereinafter referred to as an "EXISTING BORROWER"
and collectively, the "EXISTING BORROWERS"), and BANKBOSTON, N.A. (formerly
known as The First National Bank of Boston), a national banking association with
its head office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "BANK").
Capitalized terms used herein but not otherwise defined shall have the meanings
assigned to them in the Credit Agreement.
WHEREAS, the Existing Borrowers and the Bank have executed the Credit
Agreement providing for a demand, discretionary revolving line of credit for
several borrowings by the Existing Borrowers in an aggregate principal amount of
up to $100,000,000; and
WHEREAS, the Existing Borrowers have requested, and the Bank has agreed, to
add GT Global Series Trust as Borrower (herein called the "NEW BORROWER"),
acting on behalf of GT Global New Dimension Fund, such fund becoming a Portfolio
entitled to the benefits of the Credit Agreement, on the terms and conditions
set forth below (the Existing Borrowers and the New Borrower being hereinafter
referred to as the "BORROWERS"); and
WHEREAS, the Borrowers have requested that the Maximum Amount be increased
to $150,000,000, and the Bank is willing to so increase the Maximum Amount;
NOW, THEREFORE, the Bank and the Borrowers agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.
(a) Subsection (i) of the definition of "MAXIMUM AMOUNT" set forth in
Section 1.1 of the Credit Agreement is hereby amended by deleting the amount
"$100,000,000" appearing therein and substituting therefor the amount
"$150,000,000".
(b) Schedules I, II, III, IV and V to the Credit Agreement are hereby
amended by deleting said schedules in their entirety and substituting therefor
new Schedules I, II, III, IV and V in the forms attached hereto.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
Each of the Borrowers represents and warrants as follows:
(a) The execution, delivery and performance by such Borrower of this
Amendment and the other Loan Documents as amended hereby and the borrowing of
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Loans for its account or for the accounts of any of its Portfolios are within
the powers of such Borrower, have been duly authorized by all necessary and
proper action on the part of such Borrower, and do not and will not (i) violate
or contravene any provision of such Borrower's charter documents or bylaws, or
any amendment thereof; (ii) violate or contravene any provision of the
Prospectus, Registration Statement or Statement of Additional Information, if
applicable, of such Borrower or any of its Portfolios; (iii) conflict with, or
result in a breach of any material term, condition or provision of, or
constitute a default under or result in the creation of any mortgage, lien,
pledge, charge, security interest or other encumbrance upon any of the property
or assets of such Borrower or Portfolio (other than as contemplated by the
Credit Agreement and the Pledge Agreement, if applicable) under, any agreement,
trust deed, indenture, mortgage or other instrument to which such Borrower is a
party or by which such Borrower or any of its or its Portfolios' property or
assets is bound or affected; or (iv) violate or contravene any provision of any
material law, regulation, order, ruling or interpretation thereunder or any
decree, order or judgment of any court or governmental or regulatory authority,
bureau, agency or official.
(b) This Amendment and all the provisions hereof and of the other Loan
Documents constitute the legally valid and binding Obligations of such Borrower,
enforceable against such Borrower in accordance with their terms, except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting generally the enforcement of creditors'
rights and except to the extent that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding therefor may
be brought.
(c) No authorization, approval, consent or other action by, and no notice
to or filing with, any shareholder or creditor of such Borrower, or governmental
or regulatory agency or authority having jurisdiction over such Borrower, is
required to make valid and legally binding the execution, delivery and
performance by such Borrower of this Amendment or the other Loan Documents or
the consummation by such Borrower of the transactions contemplated hereby or
thereby, or the exercise by the Bank of its rights and remedies hereunder or
thereunder.
(d) The representations and warranties contained in Section 4 of the
Credit Agreement are true and correct as of the date hereof as though made on
and as of the date hereof.
SECTION 3. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment is conditioned on the following:
(a) each Borrower and the Bank shall each have executed and delivered a
counterpart of this Amendment;
(b) each Existing Borrower shall have delivered to the Bank certified
copies of all documents relating to the due authorization and execution by such
Existing Borrower of this Amendment as the Bank may reasonably request,
including, without limitation, all votes of the Board of Directors of such
Borrower authorizing (i) the execution and delivery by such Borrower of this
Amendment, (ii) its performance of all of its agreements and
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Obligations under this Amendment and the Credit Agreement and the other Loan
Documents as amended hereby, and (iii) the borrowings and other transactions
contemplated by this Amendment and the Credit Agreement and the other Loan
Documents as amended hereby;
(c) the New Borrower, acting on behalf of its Portfolio, shall have
executed and delivered an Assumption Agreement in the form attached hereto,
together with the documents and certificates referred to therein;
(d) the representations and warranties contained in Section 2 hereof shall
be true and correct in all material respects as of the date hereof as though
made on and as of the date hereof; and
(e) no default under the Credit Agreement shall have occurred and is
continuing.
SECTION 4. MISCELLANEOUS.
(a) On and after the date hereof, each reference in the Credit Agreement
to "this Agreement" or words of like import shall mean and be deemed to be a
reference to the Credit Agreement as amended hereby. Each reference to the
"Loan Documents" shall include a reference to this Amendment and the Assumption
Agreement executed in connection herewith.
(b) Except as amended and modified hereby, the Credit Agreement is in all
respects ratified and confirmed as of the date hereof, and the terms, convenants
and agreements therein shall remain in full force and effect.
(c) This Amendment and the modifications to the Credit Agreement set forth
herein shall be deemed to be a document executed under seal and shall be
governed by and construed in accordance with the laws of The Commonwealth of
Massachusetts.
(d) This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
(e) The Bank agrees that it shall look only to the assets of the
applicable Borrower or Portfolio for payment of the obligations of such
Borrower or Portfolio under the Credit Agreement; and neither the
shareholders nor the trustees, nor any of such Borrower's officers, employees
or agents, whether past, present or future, nor the assets belonging to any
other series of such Borrower shall be personally liable therefor. Every
note, bond, contract, instrument, certificate or undertaking and every other
act or thing whatsoever executed or done by the shareholders or trustees of
any Borrower on behalf of such Borrower under the Credit Agreement shall be
conclusively deemed to have been executed or done only by or for such
Borrower and not personally.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date and the year first above written.
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GT GLOBAL EASTERN EUROPE FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
GT GLOBAL GROWTH SERIES
on behalf of
GT Global Worldwide Growth Fund
GT Global International Growth Fund
GT Global New Pacific Growth Fund
GT Global Europe Growth Fund
GT Global Japan Growth Fund
GT Global American Growth Fund
GT Global American Small Cap Growth Fund
GT Global American Value Fund
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
GT INVESTMENT FUNDS, INC.
on behalf of
GT Global Financial Services Fund
GT Global Infrastructure Fund
GT Global Natural Resources Fund
GT Global Consumer Products and Services
Fund
GT Global Health Care Fund
GT Global Telecommunications Fund
GT Global Emerging Markets Funds
GT Global Latin American Growth Fund
GT Global Government Income Fund
GT Global Strategic Income Fund
GT Global High Income Fund
GT Global Growth & Income Fund
GT Global Developing Markets Fund
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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GT GLOBAL VARIABLE INVESTMENT SERIES
on behalf of
GT Global Variable New Pacific Fund
GT Global Variable Europe Fund
GT Global Variable America Fund
GT Global Variable International Fund
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
GT GLOBAL VARIABLE INVESTMENT TRUST
on behalf of
GT Global Variable Latin American Fund
GT Global Variable Infrastructure Fund
GT Global Variable Natural Resources
Fund
GT Global Variable Telecommunications
Fund
GT Global Variable Growth & Income Fund
GT Global Variable Strategic Income Fund
GT Global Variable Emerging Markets Fund
GT Global Variable Global Government
Income Fund
GT Global Variable U.S. Government
Income Fund
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
GT GLOBAL FLOATING RATE FUND, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title:
GT GLOBAL SERIES TRUST
on behalf of
GT Global New Dimension Fund
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
BANKBOSTON, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Vice President