April 24, 2009
Midas Family of Funds
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Sixth Amendment to Committed Secured Leveraging Facility
Ladies and Gentlemen:
Pursuant to an amended and restated loan agreement dated July 18, 2003
(as amended, the "Loan Agreement"), State Street Bank and Trust Company (the
"Bank") has made available a $25,000,000 committed secured leveraging line of
credit (the "Committed Line") to the Midas Fund, Inc., Midas Special Fund, Inc.,
Global Income Fund, Inc. and Foxby Corp. (each, a "Borrower"), each a Maryland
corporation, as indicated on the Appendix I attached hereto. Obligations of the
Borrowers with respect to loans made pursuant to the Committed Line are
evidenced by an amended and restated committed promissory note in the original
principal amount of $25,000,000 dated as of June 15, 2006 (the "Existing Note")
and are secured by all Collateral as described in several mutual fund security
agreements executed prior to the date hereof between each of the Borrowers, on
the one hand, and the Bank, on the other (each, a "Security Agreement").
Capitalized terms not hereinafter defined shall have the same meanings as
described in the Loan Agreement.
The Borrowers have requested, and the Bank has agreed, to decrease the
Committed Line Amount to $10,000,000, to extend the Committed Line for an
additional 364-day period from the date hereof and to otherwise amend the Loan
Agreement and related documents as set forth below. Therefore, for good and
valuable consideration, the receipt of which is hereby acknowledged, each of the
Borrowers and the Bank hereby agree as follows:
I. Amendments to Loan Agreement
1. The first and second paragraphs of the Loan Agreement are hereby
amended by replacing the dollar amount "$25,000,000" wherever it may appear
therein with the dollar amount "$10,000,000".
2. Section I.1. of the Loan Agreement is hereby amended by deleting
the first sentence thereof in its entirety and substituting the following
therefor: "The Committed Line shall expire on April 23, 2010 (the "Expiration
Date"), unless extended in the discretion of the Bank or terminated by the
Borrowers as provided herein."
3. Section I.2. of the Loan Agreement is hereby restated to read in its
entirety as follows:
2. Notice and Manner of Borrowings. Subject to the terms and
conditions hereof, the Bank will make revolving loans to a Borrower
under the Committed Line (each such loan, a "Loan") not to exceed in
the aggregate outstanding at any time to any one Borrower the least of
(a) $10,000,000, (b) when combined with the aggregate principal amount
of all loans outstanding at such time to such Borrower under the
Uncommitted Secured Redemption Facility, if any, the least of (i) the
current Borrowing Base of such Borrower, (ii) 20% times (A) the value
of the total assets of such Borrower less (B) such Borrower's total
liabilities (other than Indebtedness for Borrowed money), less (C) the
value of any assets of such Borrower pledged to, or otherwise
segregated for the benefit of a party other than the Bank and in
connection with a liability not reflected in the calculation of such
Borrower's total liabilities, and (iii) the maximum amount which such
Borrower is permitted to borrow at any time or in the aggregate
pursuant to its Prospectus, the Investment Company Act or any
registration made thereunder, any vote of the shareholders of such
Borrower, any agreement of such Borrower with any foreign, federal,
state or local securities division to which such Borrower is subject,
any other applicable agreement or document to which such Borrower is a
party or any law, rule or regulation applicable to such Borrower (the
least of (b)(i), (b)(ii), and (b)(iii), the "Maximum Individual
Borrower Limit"). Notwithstanding the foregoing, at no time shall the
aggregate outstanding amount of all Loans to all Borrowers hereunder
exceed $10,000,000 (the "Committed Line Amount").
Each request for a Loan hereunder or repayment thereof shall
be made in an amount equal to or exceeding $10,000, unless such
transaction is a full repayment of all outstanding borrowings to a
Borrower. At the time of a borrowing request, the relevant Borrower
shall deliver (a) a completed loan request in the form of Exhibit B
attached hereto, (b) a completed current Borrowing Base Certificate in
the form of Exhibit C attached hereto, (c) a completed Collateral
Notice in the form of Exhibit A to the applicable Security Agreement
to which such Borrower is a party, and (d) to the extent required by
Regulation U of the Board of Governors of the Federal Reserve System
in connection with the requested Loan, an amended purpose statement on
Form FR U-1 and/or current list of Collateral, as required by the
Bank, such documents in each case to be received by the Bank not later
than (i) 3:00 P.M. Boston time on the Business Day on which such Loan
is to be made in the case of Overnight Rate Loans, as defined below;
and (ii) 12:00 P.M. Boston time on the third Business Day prior to the
Business Day on which such Loan is to be made, continued, or converted
in the case of LIBOR Rate Loans, as defined below. On the date a Loan
is to be made, the Bank shall make available such Loan amount (y)
promptly after receipt of notice in the case Overnight Rate Loans; and
(z) not later than 3:00 P.M. in the case of LIBOR Rate Loans. Each
Loan request hereunder shall be deemed to be a confirmation by such
Borrower that no Default has occurred and is continuing hereunder with
respect to such Borrower, that the representations and warranties of
the Borrower described below remain true and correct and that no
borrowing limitations applicable to the Borrower will be exceeded
after giving effect to the requested Loan, each of which shall be a
precondition to the making of any Loan hereunder.
4. Section I.4 of the Loan Agreement is hereby amended by deleting the
first sentence in its entirety and substituting the following therefor:
"Principal on each outstanding Loan shall bear interest at either (a) a variable
rate per annum equal the Overnight Rate plus 1.80%; or (b) the LIBOR Rate plus
1.80% (principal outstanding bearing interest based upon the LIBOR Rate, "LIBOR
Rate Loans"; and loans bearing interest based upon the Bank's Overnight Rate,
"Overnight Rate Loans")."
5. Section I.8. of the Loan Agreement is hereby restated in its
entirety as follows:
8. Facility Fee. The Borrowers agree to pay to the
Bank a facility fee equal to 0.15% per annum in the aggregate
on the Committed Line Amount which shall be payable quarterly
in arrears on or before the 15th day following the end of
each March, June, September and December of each year and on
the Expiration Date or, if earlier, on the date when the
commitment hereunder is terminated. The facility fee
described herein shall be calculated on the basis of a
360-day year for the actual number of days elapsed.
6. Section II.13 of the Loan Agreement is hereby amended by adding the
following new definitions thereto in correct alphabetical order:
"LIBOR Business Day" shall mean any Business Day on which
commercial banks are open for international business (including
dealings in United States dollar deposits) in London.
"Overnight LIBOR Rate" shall mean the LIBOR fixing for United
States dollars, for a period to maturity of one LIBOR Business Day, as
reported by Bloomberg as the ask rate on the BTMM Page, and if such
rate is then unavailable on Bloomberg, then Overnight LIBOR Rate shall
mean the LIBOR fixing for United States dollars, for a period to
maturity of one LIBOR Business Day as reported by Reuters as the ask or
offered rate on the LIBOR01 Page, and if such rate is then unavailable,
then Overnight LIBOR Rate shall mean the rate of interest per annum
quoted by the Bank to leading banks in the London interbank market as
the rate at which the Bank is offering United States dollar deposits in
an amount equal to $1,000,000 with a maturity of one LIBOR Business
Day.
"Overnight Rate" shall mean, as of any day, the higher of (a)
the Federal Funds Rate as in effect on that day and (b) the Overnight
LIBOR Rate as in effect on that day.
7. Section II.13. of the Loan Agreement is hereby amended by restating
the following definitions appearing therein to read in their respective
entireties as follows:
"Federal Funds Rate" shall mean, at the relevant time of
reference thereto, the rate that appears on Bloomberg page BTMM,
as quoted by Garban Limited, as of 9:30 a.m. (Boston time), as
the "Federal Funds Ask" rate, or, if unavailable, the quotation
received by the Bank from a federal funds broker of recognized
standing as selected by the Bank in its reasonable discretion.
"Borrowing Base" shall mean, with respect to any Borrower, for
Loans to such Borrower constituting "purpose credit" or
otherwise subject to the requirements of Federal Reserve Board
Regulation U, the maximum advance rate applicable to the
Eligible Collateral so that the Bank remains in compliance with
the terms of such Regulation U after giving effect to the making
of such Loan (it being understood that, unless the Bank notifies
such Borrower to the contrary, the good faith loan value of each
type of Eligible Collateral not constituting "margin stock"
under such Regulation U shall be the market value thereof
multiplied by the applicable Advance Rate set forth below), and
in all other cases the aggregate of the product of the following
advance rates times the current market value of the following
types of Eligible Collateral of such Borrower:
Advance Rate Collateral Type
90% United States, United Kingdom, German, French, Dutch and Japanese government and
government agency securities and commercial paper rated not less favorably
than A1 by Standard & Poor's or P1 by ▇▇▇▇▇'▇ Investor Services.
80% Bonds issued by entities located in the United States, United Kingdom,Germany, France,
the Netherlands and Japan,rated not less favorably than BBB- by Standard & Poor's or Baa3
by ▇▇▇▇▇'▇ Investor Services; all commercial paper rated A2 by Standard & Poor's or P2 by
▇▇▇▇▇'▇ Investor Services.
50% Equity securities (including American depository receipts) traded on major United States,
United Kingdom, French, German, Dutch, Japanese or other investment grade OECD country
exchanges.
65% Bonds issued by entities located in the United States, United Kingdom,Germany, France,
the Netherlands and Japan,rated not less favorably than BB (but not BBB- or higher) by
Standard & Poor's or Ba2 (but not Baa3 or higher) by ▇▇▇▇▇'▇ Investor Services.
50% Bonds issued by entities located in the United States, United Kingdom, Germany, France,
the Netherlands and Japan, rated not less favorably than B (but not BB or higher) by
Standard & Poor's or B2 (but not Ba2 or higher) by ▇▇▇▇▇'▇ Investor Services.
50% Bonds issued by entities located in any OECD country (other than the United States,
United Kingdom, Germany, France, the Netherlands and Japan) rated not less favorably
than BBB- by Standard & Poor's or Baa3 by ▇▇▇▇▇'▇ Investor Services.
The Bank's determination as to the eligibility or appropriate
collateral type and market value of such Eligible Collateral
shall be definitive absent manifest error, and the Bank may
change the advance rates as described above upon notice to the
Borrowers. The Bank will exclude from calculation of the
Borrowing Base: (i) that portion of the current market value of
any single item of Eligible Collateral, or items of Eligible
Collateral from any single issuer, in either case comprising
investment grade bonds (other than obligations of the United
States government or its agencies or instrumentalities) or
equity securities which exceeds 20% of the aggregate market
value of all then Eligible Collateral and (ii) that portion of
the current market value of any single item of Eligible
Collateral, or items of Eligible Collateral from any single
issuer, in either case comprising bonds rated below investment
grade which exceeds 10% of the aggregate market value of all
then Eligible Collateral. The Eligible Collateral will be valued
daily at current market value by independent pricing sources
mutually acceptable to both the Bank and the Borrower. In the
event that the Standard & Poor's and ▇▇▇▇▇'▇ Investor Services
rating on an item of collateral shall differ, the lower of the
two ratings shall be used in determining the applicable Advance
Rate.
"Eligible Collateral" shall mean the following types of
securities owned by any Borrower in which the Bank in each case
has a valid perfected first priority security interest and
assignment under the applicable Security Agreement of such
Borrower, and which in each case is held by the Bank (as
Custodian) and which is subject to no other security interest,
lien, claim or other charge or encumbrance except as permitted
hereby: (a) OECD country equity securities (including American
depository receipts), excluding non-investment grade member OECD
countries, traded on major exchanges with a per share value in
excess of US$8.00 per share (or equivalent), (b) United States,
United Kingdom, German, French, Dutch, and Japanese government
and government agency securities, and (c) bonds and commercial
paper rated by ▇▇▇▇▇'▇ Investor Services and Standard & Poor's.
8. The Loan Agreement is hereby amended by deleting the following
therefrom wherever it may appear: "Federal Funds Loans," and substituting the
following therefor: "Overnight Rate Loans."
9. Appendix I to the Loan Agreement is hereby deleted in its entirety
and the Appendix I attached hereto is substituted therefor.
10. Each of the Exhibit A, Exhibit B and the Exhibit C attached to the
Loan Agreement is hereby deleted in its entirety and the Exhibit A, Exhibit B
and Exhibit C attached hereto are substituted, respectively, therefor.
II. Execution of Amended and Restated Note
As a condition to the effectiveness hereof, the Borrowers shall execute
and deliver to the Bank an amended and restated promissory note dated as of the
date hereof in the original principal amount of $10,000,000 in the form attached
as Exhibit A hereto (the "Amended and Restated Note"), which shall amend,
restate, supersede and replace the Existing Note and any and all previous
promissory notes made by the Borrowers to the order of the Bank in connection
with the Committed Line. Any Loans outstanding as of the date hereof shall be
deemed to be outstanding under the Amended and Restated Note, and each of the
Borrowers agrees that any subsequent Loans made to such Borrower by the Bank
shall be evidenced by the Amended and Restated Note. All references to the
"Note" in any of the Loan Documents shall hereafter be deemed to be references
to the Amended and Restated Note.
III. Condition to Effectiveness
As a condition precedent to the effectiveness of this letter agreement,
the Borrowers shall pay to the Bank for their own account a $25,000
non-refundable up-front fee, which fee shall be fully earned by the Bank upon
the date of this letter agreement.
IV. Miscellaneous
1. Other than as amended hereby, all terms and conditions of each of
the Loan Agreement and the other Loan Documents are ratified and affirmed as of
the date hereof in order to give effect to the terms thereof. Without limiting
the generality of the foregoing, each of the Borrowers hereby ratifies and
affirms its obligations under its respective Security Agreement, and hereby
agrees that the pledges and security interests granted by it in the Collateral
described therein shall continue to secure its Obligations to the Bank under the
Loan Documents, as amended hereby.
2. Each of the Borrowers represents and warrants to the Bank as
follows: (a) no Default has occurred and is continuing on the date hereof under
the Loan Agreement; (b) each of the representations and warranties contained in
Section II.2. of the Loan Agreement is true and correct in all material respects
on and as of the date of this letter agreement; (c) the execution, delivery and
performance of this letter agreement, the Loan Agreement, as amended hereby, the
Amended and Restated Note, and each of the other Loan Documents to which it is a
party (collectively, the "Amended Documents"): (i) are, and will be, within such
Borrower's power and authority, (ii) have been authorized by all necessary
proceedings, (iii) do not, and will not, require any consents or approvals,
including from any governmental authority, other than those which have been
received, (iv) will not contravene any provision of, or exceed any limitation
contained in, the by-laws, certificate or articles of incorporation or
organization or other organizational documents of such Borrower or any law, rule
or regulation applicable to such Borrower, and (v) do not constitute a default
under any other agreement, order or undertaking binding on such Borrower; and
(d) each of the Amended Documents constitutes the legal, valid, binding and
enforceable obligation of such Borrower, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights generally and by general equitable principles.
3. This letter agreement shall be deemed to be an instrument under seal
to be governed by the laws of The Commonwealth of Massachusetts.
4. This letter agreement may be executed in counterparts each of which
shall be deemed to be an original document.
[Remainder of Page Intentionally Left Blank]
If the foregoing is acceptable to you, please have an authorized
officer of each Borrower execute this letter agreement below where indicated and
return the same to the undersigned.
Very truly yours,
STATE STREET BANK AND TRUST COMPANY
By: /s/▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President
Acknowledged and Accepted:
MIDAS FUND, INC.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
MIDAS SPECIAL FUND, INC.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
GLOBAL INCOME FUND, INC.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
FOXBY CORP.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
APPENDIX I
Borrower Investment Adviser
----------------------------------------------------------- --------------------------------------------------------
Midas Fund, Inc. Midas Management Corporation
Midas Special Fund, Inc. Midas Management Corporation
Global Income Fund, Inc. CEF Advisers, Inc.
Foxby Corp. CEF Advisers, Inc.
----------------------------------------------------------- --------------------------------------------------------
EXHIBIT A
AMENDED AND RESTATED
COMMITTED PROMISSORY NOTE
$10,000,000.00 April 24, 2009
Boston, Massachusetts
For value received, each of the undersigned, severally and not
jointly (each, a "Borrower"), hereby promises to pay to State Street Bank and
Trust Company (the "Bank") at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in immediately available United States dollars, the
principal amount of TEN MILLION and 00/100 Dollars ($10,000,000.00), or such
lesser amount as shall have been loaned to such Borrower and not previously
repaid. Each Loan shall be payable upon the date on which the Loan becomes due
whether following the occurrence of a Default or otherwise as described in the
Agreement (as hereinafter defined) or the Expiration Date, as defined in the
Agreement. Interest on the unpaid principal amount outstanding hereunder shall
be (i) payable at the rates and at the times as set forth in the Agreement and
(ii) shall be computed as set forth in the Agreement. All terms not otherwise
defined herein shall be used as defined in the Agreement.
All Loans hereunder and all payments on account of principal and
interest hereof shall be recorded by the Bank. The entries on the records of the
Bank (including any appearing on this Note), absent manifest error, shall govern
and control as to amounts outstanding hereunder, provided that the failure by
the Bank to make any such entry shall not affect the obligation of the
undersigned to make payments of principal and interest on all Loans as provided
herein and in the Agreement.
Following the occurrence 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, compounded monthly and payable on demand,
until paid in full (after as well as before judgment) at a rate per annum equal
to two percent (2.0%) above the rate otherwise applicable to such Loan
hereunder.
This Note is issued pursuant to, and entitled to the benefits of, and
is subject to, the provisions of a certain loan agreement dated as of July 18,
2003 by and between the undersigned and the Bank (herein, as the same may from
time to time be amended or extended, referred to as the "Agreement"), but
neither this reference to the Agreement nor any provision thereof shall affect
or impair the absolute and unconditional obligation of the undersigned maker of
this Note to pay the principal of and interest on this Note as herein provided.
This Note is secured by all Collateral as defined in the respective
Security Agreements.
The undersigned may at its option prepay all or any part of the
principal of this Note in accordance with the terms of the Agreement. Amounts
prepaid may be re-borrowed subject to the terms of the Agreement.
The undersigned maker and every endorser and guarantor hereof hereby
waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement
hereof and consents that this Note may be extended from time to time and that no
such extension or other indulgence, and no substitution, release or surrender of
collateral and no discharge or release of any other party primarily or
secondarily liable hereon, shall discharge or otherwise affect the liability of
the undersigned, endorser or guarantor. No delay or omission on the part of the
Bank in exercising any right hereunder shall operate as a waiver of such right
or of any other right hereunder, and a waiver of any such right on any one
occasion shall not be construed as a bar to or waiver of any such right on any
future occasion.
This Note amends and restates in its entirety an amended and restated
promissory note in the original principal amount of $25,000,000 dated June 15,
2006 (the "Prior Note"). Any amounts outstanding under the Prior Note as of the
date hereof shall be deemed to be outstanding under this Note.
This instrument shall have the effect of an instrument executed under
seal and shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts (without giving effect to any conflicts of laws
provisions contained therein).
WITNESS: MIDAS FUND, INC.
-----------------------------
By: _____________________________
Title: ___________________________
MIDAS SPECIAL FUND, INC.
By: _____________________________
Title: ___________________________
GLOBAL INCOME FUND, INC.
By: _____________________________
Title: ___________________________
FOXBY CORP.
By: _____________________________
Title: ___________________________
SCHEDULE I TO NOTE DATED AS OF APRIL 24, 2009
FROM MIDAS FUND, INC., MIDAS SPECIAL FUND, INC.,
GLOBAL INCOME FUND, INC., AND FOXBY CORP.
TO THE BANK
Date of Loan Amount of Principal Amount of Principal Paid Outstanding Balance Notation Made By
------------ ------------------- ------------------------ ------------------- ----------------
EXHIBIT B
COMMITTED CREDIT FACILITY
ADVANCE/PAYDOWN REQUEST FORM
DATE:
--------------------------------------------------------------
TO: STATE STREET BANK AND TRUST COMPANY
--------------------------------------------------------------
ATTN: LOAN OPERATIONS CUSTOMER SERIVCE UNIT
telephone (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇, fax (▇▇▇) ▇▇▇-▇▇▇▇
--------------------------------------------------------------
FROM: [BORROWER]
--------------------------------------------------------------
FUND # (__________________) DDA # (_________________)
In connection with the loan agreement with respect to the Committed
Secured Leveraging Facility dated July 18, 2003 , as amended, and all related
documents currently in effect with State Street Bank and Trust Company
(collectively, the "Agreement"), please increase or reduce the outstanding
balance of $________________ by $________________ on ______[insert
date]__________on behalf of [▇▇▇▇▇▇▇▇] (the "Borrower"). The Loan should be
recorded on the books of the Borrower with the Bank and interest payable to the
Bank should be recorded at the agreed upon rate.
This request
is (check one): ___ a Loan ___ a Paydown ___ Overnight Rate Loan Rollover
___ LIBOR Rollover
___ a Conversion (Overnight Rate Loan to a LIBOR Rate Loan)
___ a Conversion (LIBOR Rate Loan to an Overnight Rate Loan)
for ____[insert number of days] ____
(Each request must be greater than or equal to $10,000, other than a full
repayment of all Loans.)
Interest Rate
based on (check one): ___ Overnight Rate ___ 30-day LIBOR
___ 60-day LIBOR ___ 90-day LIBOR
Further, the Borrower hereby represents and warrants that:
1. the proceeds of the Loan shall be used
for (check one): ___ leverage
___ temporary/emergency
and in conformance with the usage specified in the Agreement, no Default
has occurred thereunder, and each of the representations and warranties of
the Borrower contained in Section II.2. of the Agreement is true and
correct in all material respects on the date hereof;
2. the Borrower is in compliance with all the terms and conditions in the
Agreement and will remain in compliance therewith after giving effect to
the making of the requested Loan; and
3. The following amounts and statements are true and correct after giving
effect to the requested Loan:
(a) Principal balance outstanding to the Borrower under this credit
facility (after giving effect
to the requested Loan): $_________________
(b) Principal balance outstanding to the Borrower under the Uncommitted
Secured Redemption
Facility: $_________________
(c) Aggregate Loans outstanding [(a) plus (b)]: $_________________
(d) Total assets of the Borrower (after giving
effect to the requested Loan): $_________________
(e) Total liabilities of the Borrower
(other than Indebtedness for borrowed money): $_________________
(f) Value of assets pledged to, or otherwise segregated for the benefit of,
a party other
than the Bank: $_________________
(g) The amount equal to [(d) minus (e) minus (f)]: $_________________
(h) 20% of the amount set forth in (g) above: $_________________
(i) The amount set forth on line No. 9 of Annex I
to Borrowing Base Certificate dated __[insert date]__:
$_________________
(j) The amount set forth in (a) above does not exceed in the aggregate
outstanding to any one Borrower $10,000,000.
(k) The amount set forth in (c) does not exceed the least of (i) the
amount set forth in (i) above, (ii) the amount set forth in (h) above,
(iii) the Prospectus limitation for the Borrower, and (iv) any other
limitation on borrowing imposed upon the Borrower by any other entity
as outlined in the Agreement.
(l) The aggregate principal balance outstanding to all Borrowers under
this credit facility does not exceed $10,000,000.
4. The undersigned is a duly authorized officer of the Borrower with authority
to execute and deliver this document to the Bank and request the Loan
described herein on behalf of the Borrower.
By:
--------------------------------
Name:
--------------------------------
Title
--------------------------------
Date:
--------------------------------
EXHIBIT C
FORM OF
BORROWING BASE CERTIFICATE
[Date]
State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: LOAN OPERATIONS CUSTOMER SERIVCE UNIT
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Ladies and Gentlemen:
Reference is hereby made to the loan agreement dated July 18, 2003
(as amended and in effect form time to time, the "Agreement"), by and among
Midas Fund, Inc., Midas Special Fund, Inc., Global Income Fund, Inc.,
Foxby Corp., and State Street Bank and Trust Company. Capitalized terms used
herein and not otherwise defined shall have the meanings as set forth in the
Agreement.
This Borrowing Base Certificate is delivered to you pursuant to the
terms of the Agreement. The undersigned hereby certifies to you that he/she is
an authorized signatory and attached hereto as Annex I is a true and accurate
calculation of the Borrowing Base of ______________________ [BORROWER NAME] as
at the end of ___________________[INSERT DATE], determined in accordance with
the requirements of the Agreement. Without limiting the foregoing, the assets of
the undersigned Borrower included in the calculation of the Borrowing Base set
forth on Annex I consist solely of Eligible Collateral of such Borrower (a) in
which the Bank in each case has a valid perfected first priority security
interest and assignment under the applicable Security Agreement of such
Borrower, and which in each case is held by the Bank (as Custodian) and which is
subject to no other security interest, lien, claim or other charge or
encumbrance except as permitted by the Agreement, and (b) without limiting the
generality of clause (a), which has in each case been listed specifically in a
currently effective Collateral Notice simultaneously (or previously) delivered
by such Borrower to the Bank pursuant to the terms of the applicable Security
Agreement of such Borrower and not yet been released by the Bank from the pledge
effected by the delivery of such Collateral Notice.
Very truly yours,
-------------------------------
[BORROWER NAME]
By: __________________________________
Title: _________________________________
Authorized Signatory
Annex I
to Borrowing Base Certificate
As of: [Date]
Column I Column II
Market Value of Discounted Market Value of
Types of Collateral Eligible Collateral Eligible Collateral
1. United States, United Kingdom, German, French, Dutch and Japanese
government and government agency securities and commercial paper rated not
less favorably than A1 by Standard & Poor's ("S&P") or P1 by ▇▇▇▇▇'▇
Investor Services
("▇▇▇▇▇'▇): $_____________
Multiplied by 90%: $_____________
2. Bonds issued by entities located in the United States, United Kingdom,
Germany, France, the Netherlands and Japan rated not less favorably than
BBB- by S&P or Baa3 by ▇▇▇▇▇'▇; all commercial paper rated A2 by S&P or P2
by ▇▇▇▇▇'▇:
$-------------
Multiplied by 80%:
$-------------
3. Equity securities (including American depository receipts) traded on major
stock exchanges in the United States, United Kingdom, Germany, France, the
Netherlands, Japan and other investment grade OECD countries, having a
market
value equivalent in each instance of not less $_____________
than $8 per share:
$-------------
Multiplied by 50%:
4. Bonds issued by entities located in the United States, United Kingdom,
Germany, France, the Netherlands or Japan rated not less favorably than BB
(but not BBB- or higher) by S&P or Ba2
(but not Baa3 or higher) by Moody's: $_____________
Multiplied by 65%: $_____________
5. Bonds issued by entities located in the United States, United Kingdom,
Germany, France, the Netherlands and Japan, rated not less favorably than
B (but not BB or higher) by S&P or B2 (but
not Ba2 or higher) by Moody's: $_____________
Multiplied by 50%: $_____________
Column I Column II
Market Value of Discounted Market Value of
Types of Collateral Eligible Collateral Eligible Collateral
6. Bonds issued by entities located in any OECD country (other than the
Untied States, United Kingdom, Germany, France, the Netherlands and Japan)
rated not less favorably than BBB- by S&P
or Baa3 by Moody's: $_____________
Multiplied by 50%: $_____________
7. Total Eligible Collateral: $_____________ $_____________
8. Issuer Diversification Adjustment: (does not apply to securities that are
obligations of the United States government or its agencies or
instrumentalities):
That portion of the value of any single item of investment grade or equity
Eligible Collateral, or items of investment grade or equity Eligible
Collateral from any single issuer, in either case which exceeds 20% of the
value of Total Eligible Collateral (line 7, column I above); plus that
portion of the value of any single item of non-investment grade Eligible
Collateral, or items of non-investment grade Eligible Collateral from any
single issuer, in either case which exceeds 10% of the value of Total
Eligible Collateral
(line 7, column I above): $_____________
9. Borrowing Base
((line 7, Column II minus line 8): $_____________
Footnote:
* If both Standard and Poor's and ▇▇▇▇▇'▇ Investor Services provide a rating for
the same security, the lower of the two ratings will be used to determine the
Advance Rate.