April 23, 2010
Midas Family of Funds
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, Vice President
RE: SEVENTH 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 $10,000,000 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 $10,000,000 dated as of April 24, 2009 (the "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 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. 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 22, 2011 (the "Expiration
Date"), unless extended in the discretion of the Bank or terminated by the
Borrowers as provided herein."
2. 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 1.50%; or (b) the LIBOR Rate plus
1.50% (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")."
II. 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 $15,000
non-refundable up-front fee, which fee shall be fully earned by the Bank upon
the date of this letter agreement.
III. 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
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/Xxxxxxxxxxx Xxxxx
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Xxxxxxxxxxx Xxxxx, Vice President
ACKNOWLEDGED AND ACCEPTED:
MIDAS FUND, INC.
By: /s/Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
MIDAS SPECIAL FUND, INC.
By: /s/Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
GLOBAL INCOME FUND, INC.
By: /s/Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
FOXBY CORP.
By: /s/Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
APPENDIX I
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Borrower Investment Adviser
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Midas Fund, Inc. Midas Management Corporation
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Midas Special Fund, Inc. Midas Management Corporation
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Global Income Fund, Inc. CEF Advisers, Inc.
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Foxby Corp. CEF Advisers, Inc.
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