EXHIBIT 10.(f)
CAPITAL SUPPORT AGREEMENT
This Capital Support Agreement ("Agreement"), dated as of March 2, 2009, is by
and between Ameriprise Financial, Inc. ("Parent"), a Delaware corporation, and
Ameriprise Certificate Company ("ACC"), a Delaware corporation and wholly owned
subsidiary of Parent. Parent and ACC are sometimes individually referred to
herein as a "Party" and collectively as the "Parties."
RECITALS:
A. Parent is the sole shareholder of ACC; and
B. Parent and ACC desire to ensure that ACC continues to operate safely and
soundly and with a reasonable level of capital while also allowing
Parent to manage Parent's capital efficiently.
In consideration of the following agreements and covenants and other
good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the Parties agree as follows:
AGREEMENT:
1. Commitment of Capital. Parent shall, subject to the conditions set
forth below in this Agreement, take such actions as may be necessary and
appropriate to cause ACC to maintain during the term of this Agreement
the amount of capital necessary for ACC to satisfy the minimum capital
requirements established by the federal, state, local or foreign
governmental or regulatory authority, agency or commission, court or
other legislative, executive or judicial governmental entity, or
governmental or non-governmental self-regulatory organization having
primary jurisdiction over the capital standards of ACC (the "Applicable
Capital Requirement").
2. Limitations. Notwithstanding Section 1 of this Agreement, Parent's
obligation to provide, or cause to be provided, capital under this
Agreement is limited to an aggregate amount of no more than $115,000,000
(the "Maximum Capital Amount").
3. Quarterly Provision of Capital. Parent's obligation to provide capital
pursuant to Section 1 shall arise at any time at which ACC does not have
an amount of capital sufficient to satisfy the Applicable Capital
Requirement. Such obligation shall be calculated based upon the monthly
regulatory filings made by ACC with respect to its Applicable Capital
Requirement. All infusions or other provisions of capital related to
Parent's obligation shall be made by Parent once per fiscal quarter.
With respect to any quarter for which Parent is obligated under this
Agreement to infuse or otherwise provide capital to ACC, such infusion
or other provision shall be made by Parent no later than the date on
which ACC's
filing with the U.S. Securities Exchange Commission of its financial
statements in respect of such fiscal quarter (or, in the case of the
fourth fiscal quarter, the filing of ACC's financial statements in
respect of the corresponding fiscal year) is due pursuant to the rules
and regulations promulgated under the Securities Exchange Act of 1934.
Parent shall be entitled to receive from ACC such information as Parent
reasonably deems appropriate to confirm ACC's need for capital.
4. Representations of ACC. ACC, based upon the assumption, for purposes of
Clauses 4.a, 4.b and 4.c below and Section 6.c, that Parent has or will
infuse the necessary capital as set forth in Section 3 of this
Agreement, hereby represents and warrants to Parent as follows:
a. ACC is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. ACC has all
requisite corporate power and authority to own and operate its
properties, to carry on its business as now conducted, and to carry
out the transactions contemplated by this Agreement.
b. ACC is qualified to do business and in good standing in every
jurisdiction where its assets are located and wherever necessary to
carry out its business and operations.
c. ACC is operating, and for the immediate future will continue to
operate, as a going concern capable of realizing assets and
discharging liabilities in the normal course of operations.
d. No involuntary case has been commenced against ACC under the US
Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect; no decree or
order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee,
conservator, custodian or other officer having similar powers over
ACC has been entered; there has been no involuntary appointment of
an interim receiver, trustee or other custodian of ACC; and no
warrant of attachment, execution or similar process has been issued
against any substantial part of the property
of ACC.
5. Term of Commitment. This Agreement shall remain in effect until the
Expiration Date, which Expiration Date shall be automatically extended
without amendment of this Agreement for one year, and on each
anniversary date thereafter, unless the Agreement is terminated pursuant
to Section 6. "Expiration Date" means January 1, 2010, and each date
annually thereafter to the extent the Agreement is extended in
accordance with this Section 5, or the termination date if earlier
terminated pursuant to Section 6.
6. Termination. The Parties may terminate this Agreement prior to the
Expiration Date as follows:
a. the Parties may terminate this Agreement at any time by mutual written
consent;
b. either Party may terminate this Agreement prior to the Expiration Date
by providing written notice to the other Party at least thirty (30) days
prior to the proposed termination date; provided, however, that any
notice of termination delivered by Parent after an obligation to provide
capital pursuant to Section 3 has arisen shall not terminate Parent's
responsibility to provide capital in respect of such obligation;
c. this Agreement shall terminate immediately, without notice or further
action of the Parties, if at any time the representations and warranties
of ACC in this Agreement are not true and correct as of such time in all
material respects;
d. this Agreement shall terminate immediately, without notice or further
action of the Parties, if at any time during the term of this Agreement
ACC ceases to be a wholly-owned, directly or indirectly, subsidiary of
Parent; or
e. this Agreement shall terminate, without notice or further action of the
Parties, when the aggregate amount of capital provided, or caused to be
provided, by Parent to ACC under this Agreement reaches the Maximum
Capital Amount.
7. Notices. Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be in
writing and may be personally served, or sent by facsimile or United
States mail or courier service and shall be deemed to have been given
when delivered in person or by courier service, or upon receipt of
facsimile in complete and legible form. Each such notice, request or
other communication shall be addressed as follows:
a. If to Parent:
Ameriprise Financial, Inc.
Attn: Chief Financial Officer
000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
b. If to ACC:
Ameriprise Certificate Company
Attn: Chief Financial Officer
0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
8. Amendments. This Agreement may not be amended or modified except by written
agreement of the Parties.
9. Assignment, Successors. No assignment or transfer by any Party of such
Party's rights and obligations under this Agreement will be made except with
the prior written consent of the other Party to this Agreement. This
Agreement will be binding upon and shall inure to the benefit of the Parties
and their successors and permitted assigns, and any reference to a Party
shall also be a reference to a successor or permitted assign.
10. Termination, Amendment or Assignment by ACC. The termination, material
amendment or assignment of this Agreement pursuant to Section 6, Section 8
or Section 9, or the consent to such actions, by ACC shall require the
approval of ACC's Board of Directors, including a majority of its
independent directors.
11. Severability. If any part of this Agreement shall be held invalid, illegal,
or unenforceable, the remaining parts of the Agreement shall not be affected
and shall continue with full force and effect.
12. Counterparts. This Agreement may be executed in two or more counterparts,
each of which will be deemed an original.
13. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the Laws of the State of Delaware, without regard to the
conflict of laws rules thereof.
[Signature page follows.]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed, as of the date first above written.
AMERIPRISE FINANCIAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
AMERIPRISE CERTIFICATE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
Title President and Chief
Executive Officer
