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Letter Agreement Re: Loan Agreement

 

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Title:

Letter Agreement Re: Loan Agreement

Entities:

Thrivent Funds; Charles D. Gariboldi; State Street Bank and Trust Company; Aal Mutual Funds

Date:

2003

Size:

Preview shows 8KB of 57KB total

Price:

$50

ID:

#183983

 

 

► Loans ► Line of Credit ► Misc. Line of Credit Agreements

 

 

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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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