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Document Preview Letter Agreement Re: Loan Agreement |
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Title: |
Letter Agreement Re: Loan Agreement |
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Entities: |
Thrivent Funds; Charles D. Gariboldi; State Street Bank and Trust Company; Aal Mutual Funds |
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Date: |
2003 |
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Size: |
Preview shows 8KB of 57KB total |
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Price: |
$50 |
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ID: |
#183983 |
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May 1, 2003
Thrivent Funds
625 Fourth Avenue South
Minneapolis, MN 55415
Attention: Charles D. Gariboldi, Treasurer
RE: Loan Agreement
Ladies and Gentlemen:
State Street Bank and Trust Company (the "Bank") is pleased to make available a $75,000,000 committed unsecured
revolving line of credit (the "Committed Line") to the investment companies listed in Appendix I attached hereto (each, a
"Borrower"), each acting on behalf of itself and any fund series thereof (each such series, a "Fund") on the following terms and
conditions:
I. Committed Line
1. Term. The Committed Line shall commence on the date hereof and expire April 30, 2004 (the "Expiration
Date"), unless extended in the discretion of the Bank or terminated by a Borrower on behalf of a Fund as provided herein. A
Borrower on behalf of a Fund may terminate the Committed Line upon five days prior written notice and payment of all outstanding
principal, interest, fees, costs and expenses on the effective date of termination.
2. Notice and Manner of Borrowings. Subject to the terms and conditions hereof, the Bank will make revolving
loans to a Borrower on behalf of a Fund under the Committed Line (each such loan, a "Loan") not to exceed in the aggregate
outstanding hereunder at any time the least of (a) $75,000,000 (the "Committed Line Amount"); or (b) the maximum amount which the
Borrower or Fund is permitted to borrow (i) pursuant to the Prospectus, the Investment Company Act or any registration made
thereunder, any vote of the shareholders of the Borrower or Fund, any agreement of the Borrower or Fund with any foreign, federal,
state or local securities division to which the Borrower or Fund is subject, any other applicable agreement or document to which
the Borrower or Fund is a party or any law, rule or regulation applicable to the Borrower or Fund, or (ii) 15% of the value of the
total assets of the Fund for which a Loan is extended (after giving effect to the requested Loan) based upon the current market
value of such Fund's assets determined with reference to daily prices provided by independent pricing sources at the time the
Loan is to be made (the least of (a) or (b), the "Maximum Facility Amount"). Each request for a Loan hereunder, shall be made
in writing by the Borrower on behalf of a Fund by delivering a completed loan request in the form of Exhibit B attached
hereto and such other information or documentation as the Bank may reasonably request. Each such Loan request shall be made by
the Borrower on behalf of the Fund and received by the Bank not later than 4:00 p.m. Boston time on the Business Day on which
such Loan is to be made. Each Loan request hereunder shall be deemed to be a confirmation by the Borrower on behalf of the Fund
that no Default has occurred and is continuing hereunder with respect to the Fund, that the representations and warranties of
the Borrower on behalf of the Fund described below remain true and correct and that no borrowing limitations applicable to the
Fund will be exceeded after giving effect to the requested Loan, each of which shall be a precondition to the making of any Loan
hereunder.
3. Evidence of Indebtedness. All Loans will be evidenced by a promissory note in the form attached hereto as
Exhibit A (the "Note"). Each Borrower on behalf of a Fund hereby authorizes the Bank to record each Loan and the corresponding
information on the schedule forming part of the Note, and, absent manifest error, this record shall govern and control. The failure
by the Bank to record, or any error in so recording, any such amount on the Bank's books and records, such schedule, or any other
record maintained by the Bank, shall not limit or otherwise affect the obligation of the Borrower on behalf of a Fund to make
payments of principal of and interest on each Loan as provided herein and in the Note.
4. Interest Rate. Principal on each outstanding Loan shall bear interest at a variable rate per annum equal to
the Bank's overnight federal funds rate as determined by the Bank (established daily at 9:30 A.M. Boston time) plus .50% per annum
which rate shall change when such federal funds rate changes. Interest on each Loan shall be calculated on the basis of a 360-day
year for the actual number of days elapsed. Following the occurrence and during the continuance of a Default hereunder, unpaid
principal on any Loan, and to the extent permitted by applicable law, unpaid interest on any Loan, shall thereafter bear interest
and such default interest shall be payable on demand, until paid in full (after as well as before judgment) at a rate per annum
equal to two percent (2%) above the rate otherwise applicable to such Loan hereunder.
5. Payments and Prepayment/Recourse. Each Loan, together with accrued and unpaid interest thereon, shall be due
and payable upon the earliest of (a) 60 days following the date on which such Loan is made, (b) the date on which such Loan becomes
due pursuant to Section II, Paragraph 4 below following the occurrence of a Default; or (c) the Expiration Date; provided, however,
that a Borrower on behalf of a Fund shall not have a Loan outstanding for a period in excess of sixty (60) consecutive calendar
days. Interest on all Loans shall be payable monthly in arrears on the fifteenth day of each month, provided however, that if such
day is not a Business Day, interest shall be payable on the preceding Business Day, with all accrued and unpaid interest due and
payable on the same day when principal is due and payable. Each Borrower and Fund covenants and agrees to repay the outstanding
aggregate principal amount of the Loans that at any time exceeds the Maximum Facility Amount, upon the earlier to occur of the
Borrower or Fund first becoming aware of any such excess or demand by the Bank (except that no Borrower shall be required to make
any such repayment if such repayment is required solely because the Maximum Amount applicable to any other Borrower or any Fund of
such Borrower has been exceeded). Loans may be prepaid without penalty and any amounts prepaid may be reborrowed subject to the
terms hereof. All payments of principal and interest with respect to any Loan shall be made no later than 2:00 P.M. Boston time on
the date due without set off or deduction in immediately available United States dollars at the Bank's office at 225 Franklin
Street, Boston, Massachusetts or as otherwise directed in writing by the Bank.
The Bank and each Borrower acknowledge and agree that all persons dealing with such Borrower shall look solely to the
trust or corporate (as appropriate) property of such Borrower for the enforcement of any claim against such Borrower. None of the
directors, trustees, officers, employees, agents or shareholders of the Borrower on behalf of a Fund assumes any personal liability
for the obligations entered into on behalf of the Borrower or Fund with respect to the Committed Line. In addition, the principal
amount of the Loans and accrued interest thereon, any fees or additional amounts payable in connection with or relating to such
Loans pursuant to this Agreement, and all other obligations of a Borrower, shall be paid or repaid solely from the assets of the
Fund constituting a series of such Borrower, for which a Loan is made and the Bank shall have no right of recourse or offset against
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