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Exhibit 9(f)
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT dated as of October 9, 1997 (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 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.
The Fund on behalf of the Original Borrowers and MBF (each (including
BMF), a "BORROWER" and collectively the "BORROWERS") has requested the Bank to
amend the Original Credit Agreement (as amended, the "AMENDED AGREEMENT")
provide for a new 364-day facility by changing the Original Termination Date to
October 7, 1998 (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 this Amendment Agreement upon the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
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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
"Borrower") shall include MBF).
Section 2. Amendments. 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) 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 9, 1997 to this Agreement) shall have occurred on
or prior to November 14, 1997".
(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, 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.
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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. (a) 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
12th day of November, 1997, 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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Xxxxxxx; X. Xxxxxxx, Vice President
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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 X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Vice President
