AMENDMENT AGREEMENT
AMENDMENT AGREEMENT dated as of October 7, 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, as further amended by
Amendment Agreement dated as of October 9, 1997, and as further amended by
Amendment dated March 30, 1998 (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 1 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 by
changing the Original Termination Date to October 7, 1998.
Pursuant to the terms of an Amendment Agreement dated as of March 30, 1998,
the Bank provided a new credit facility to the Borrowers by providing for an
increase in the Bank's Commitment by changing the Commitment from $10,000,000 to
$20,000,000.
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 a
new 364-day facility by changing the Original Termination Date to October 6,
1999 (the "NEW TERMINATION DATE"). All loans and other amounts outstanding
under the Original Credit Agreement will be repaid on the Effective Date, and
the Fund on behalf of the Borrowers will reborrow such amounts under the Amended
Agreement.
The Bank is willing to amend the Original Credit Agreement as set forth in
the Amendment Agreement upon the terms and conditions set forth herein,
including an increase of
the CD Margin from 0.375% to 0.40% and the Euro-Dollar Margin from 0.25% to
0.275% and an increase of the Facility Fee from 0.10% to 0.125%.
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. AMENDMENT. From and after the Effective Date, but
retroactive to October 9, 1996:
(a) The term "Termination Date" shall be amended and
extended so as to mean October 7, 1998.
(b) The term "CD Margin" shall mean a rate per annum equal to
0.40%.
(c) The term "Euro-Dollar Margin" shall mean a rate per annum
equal to 0.275%.
(d) The first sentence of Section 2.6 shall be read as
follows: "The Fund shall pay to the Bank a facility fee from the assets of
the Borrowers as provided below computed at the rate of 0.125% per annum."
(e) Section 3.2(a) shall be amended and restated in its
entirety to read as follows: "the fact that the Effective Date (as defined
in the Amendment Agreement dated as of October 7, 1998 to this Agreement)
shall have occurred on or prior to November 14, 1998;"
(f) 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 and
Ingersoll, LLP, counsel for the Fund and the Borrowers substantially to the
matters set forth in the opinion delivered pursuant to Section 3.1(b) of the
Original Agreement.
(e) All amounts due under the Note (as defined in the
Original Agreement) shall have been repaid in full (including through
borrowings under the Amended Agreement).
(f) 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. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement
to be duly executed by their respective authorized officers on this 7th day of
October, 1998, effective as of the day and year first above written.
THE ACHIEVEMENT FUNDS TRUST FUND on
behalf of the Portfolios listed below
By: Xxxxx X. Xxxxxxxx
---------------------------
/s/ Xxxxx X. Xxxxxxxx
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/ Xxxx X. Xxxxxxx
---------------------------
Xxxx X. Xxxxxxx
Vice President
