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Exhibit 9(g)
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT dated as of March 30, 1998 (this
"Amendment Agreement") to the Credit Agreement dated as of October 11, 1995, as
amended by Amendment Agreement dated as of October 10, 1996 and as further
amended by Amendment Agreement dated as of October 9, 1997 (as amended, the
"Original Credit Agreement") between THE ACHIEVEMENT FUNDS TRUST, a business
trust formed under the laws of the Commonwealth of Massachusetts and a
registered investment company under the Investment Company Act of 1940, as
amended (the "Fund"), on behalf of each of the investment portfolios listed on
Schedule l thereto (each an "Original Borrower" and collectively the "Original
Borrowers"), and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, a New York State
banking corporation (the "Bank").
The Fund on behalf of the Original Borrowers has requested and
the Bank has provided on the terms and conditions set forth in the Original
Credit Agreement revolving credit loans to the Fund for the respective benefit
of and payable from the respective assets of the Original Borrowers from time
to time prior to October 9, 1996 (the "Original Termination Date") in an
aggregate principal amount not to exceed $10,000,000 at any time outstanding to
all Original Borrowers.
Pursuant to the terms of an Amendment Agreement dated as of
October 10, 1996, the Bank provided a new credit facility to the Original
Borrowers by changing the Original Termination Date to October 9, 1997, and
added the Municipal Bond Fund ("MBF"), a portfolio of the Fund, as a Borrower
under the terms of the Original Credit Agreement, as so amended, for all
purposes.
Pursuant to the terms of an Amendment Agreement dated as of
October 9, 1997, the Bank provided a new credit facility to the Original
Borrowers and MBF (each including MBF, a "Borrower" and collectively the
"Borrowers") by changing the Original Termination Date to October 7, 1998.
The Fund on behalf of the Borrowers has requested the Bank to
amend the Original Credit Agreement (as amended, the "Amended Agreement") to
provide for an increase in the Bank's Commitment by changing the Commitment
from $10,000,000 to $20,000,000 (the "New Commitment").
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The Bank is willing to amend the Original Credit Agreement as
set forth in this Amendment Agreement upon the terms and conditions set forth
herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined
herein, terms defined in the Original Credit Agreement and used herein shall
have the meanings given to them in the Original Credit Agreement (except the
term "Borrowers" shall include MBF).
Section 2. Amendments. From and after the Effective
Date:
(a) The term "Commitment" shall be amended to
mean on or before March 30, 1998, $10,000,000, and at all times thereafter,
$20,000,000, as such amount may be reduced from time to time pursuant to
Sections 2.7 and 2.8.
(b) The term "Note" shall be amended to mean, as
to any Borrower, the promissory note of the Fund on behalf of such Borrower,
substantially in the form of Exhibit A hereto, evidencing the obligation of
such Borrower to repay the Loans made to it, as such note may be amended or
restated from time to time.
(c) Exhibits A, B and C to the Original Agreement
shall be amended and restated in their entirety to read as set forth on
Exhibits A, B and C hereto, respectively.
Section 3. Effective Date. This Amendment Agreement
shall become effective on the date (the "Effective Date") all of the following
conditions have been satisfied:
(a) The Bank shall have received a counterpart of
this Amendment Agreement executed by the Fund on behalf of the Borrowers.
(b) The Bank shall have received the Note
executed by the Fund on behalf of each of the Borrowers (as amended by this
Amendment Agreement).
(c) All accrued fees and expenses payable under
the Original Credit Agreement to the Effective Date shall have been paid.
(d) The Bank shall have received the signed
opinion, addressed to it and dated the Effective Date, of Xxxxxxx Xxxxx Xxxxxxx
& Ingersoll, LLP, counsel for the Fund and the
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Borrowers substantially to the matters set forth in the opinion delivered
pursuant to Section 3.1(b) of the Original Agreement.
(e) The Bank shall have received all other
documents as it may reasonably request relating to the existence of the Fund
and the Borrowers, the trust authority for and the validity of this Amendment
Agreement and the Notes, and any other matters relevant hereto, all in form and
substance satisfactory to the Bank.
The Bank shall promptly notify the Fund of the Effective Date,
and such notice shall be conclusive and binding on the parties hereto.
Section 4. General.
(a) Representation and Warranties. To induce the Bank to
enter into this Amendment Agreement, the Fund as to itself, and each Borrower
as to itself and as to the Fund, represents and warrants that the
representations and warranties set forth in Section 5 of the Original Credit
Agreement are true on and as of the date hereof, provided that any reference
therein to the Original Credit Agreement shall be deemed a reference to the
Original Credit Agreement as amended by this Amendment Agreement.
(b) Payment of Expenses. Without limiting any amount
payable by any Borrower under Section 8.3 of the Original Credit Agreement or
Section 8.3 of the Amended Agreement, each Borrower shall pay or reimburse the
Bank its Pro Rata Portion of all out- of-pocket expenses and internal charges
of the Bank (including fees and disbursements of counsel and time charges of
attorneys who may be employees of the Bank) in connection with the preparation
and administration of this Amendment Agreement and the Original Credit
Agreement.
(c) No Other Amendments; Confirmation. Except as
expressly amended, modified and supplemented hereby, the provisions of the
Original Credit Agreement are and shall remain in full force and effect.
(d) Governing Law; Counterparts. This Amendment
Agreement and the rights and obligations of the parties hereto shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of New York.
(e) Counterparts. This Amendment Agreement may be
executed by one or more of the parties to this Agreement on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment Agreement to be duly executed by their respective authorized officers
on this 30th day of March, 1998, effective as of the day and year first above
written.
THE ACHIEVEMENT FUNDS TRUST
FUND on behalf of the
Portfolios listed below
By: /s/ Xxxxxxx X. Xxxxxxx
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Portfolios:
Equity Fund
Balanced Fund
Intermediate Bond Fund
Short Term Bond Fund
Short Term Municipal Bond
Fund
Idaho Municipal Bond Fund
Municipal Bond Fund
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxx Dell'Aquila
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Xxxxx Dell'Aquila
Vice President
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