EX-99.H OTH MAT CONT 11 a_amndcmtdmod1.htm a_amndcmtdmod1.htm
EXECUTION COPY 

 

AMENDMENT NO. 2 TO CREDIT AGREEMENT 

 

AMENDMENT NO. 2 (this “Amendment”), dated as of September 21, 2017, to the Credit Agreement, dated as of September 24, 2015, among each trust company listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, Amendment No. 1, dated as of September 22, 2016, the notice letter, dated February 22, 2017 and the notice letter, dated April 19, 2017 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Recitals 

 

I. Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.

II. On September 30, 2016, Putnam Mortgage Recovery Fund has been removed as a “Borrower” under the Loan Documents.

III. The Borrowers desire to add each Person listed on Schedule B hereto (each a “New Fund”) as a “Fund” for all purposes of the Loan Documents (the Related Company of each New Fund, acting on behalf of and for the account of such New Fund, a “New Borrower”; the Borrowers and the New Borrowers are herein collectively referred to as the “Amendment Borrowers”).

IV. The Borrowers desire to amend the Credit Agreement and the Banks have agreed thereto, in each case upon the terms and conditions herein contained.

Agreements 

 

Accordingly, in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new defined term in its appropriate alphabetical order:

Limited Borrower” means each of the following Borrowers:

· Putnam Investment Funds, acting on behalf of and for the account of Putnam PanAgora Managed Futures Strategy

· Putnam Investment Funds, acting on behalf of and for the account of Putnam PanAgora Risk Parity Fund

· Putnam Investment Funds, acting on behalf of and for the account of Putnam PanAgora Market Neutral Fund



2. The defined term “Adjusted Net Assets” contained in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Adjusted Net Assets” means with respect to each Borrower as at any date of determination and subject to Section 1.04 hereof, an amount equal to (a) the Asset Value of the Total Assets of such Borrower minus (b) the sum of, without duplication, (1) Total Liabilities of such Borrower that are not Senior Securities Representing Indebtedness, (2) the Asset Value of such Borrower’s investments in its Subsidiaries, and (3) the Asset Value of such Borrower’s investments in physical commodities. For purposes of calculating Adjusted Net Assets, the amount of any liability included in Total Liabilities shall be equal to the greater of (i) the outstanding amount of such liability and (ii) the fair market value of all assets pledged, hypothecated or otherwise segregated to secure such liability, provided, however, this clause (ii) shall not include any assets solely on account of such assets being subject to a first-priority lien granted in favor of State Street Bank and Trust Company as Custodian in the ordinary course of business.

3. The defined term “Applicable Percentage” contained in Section 1.01 of the Credit Agreement is hereby amended by replacing “and (b)” with “(b) with respect to each Limited Borrower, 10% and (c)”.

4. The defined term “Restricted Borrower” contained in Section 1.01 of the Credit Agreement is hereby amended by inserting the phrase“, other than a Limited Borrower,” immediately following the phrase “any Borrower”.

5. The defined term “Termination Date” contained in Section 1.01 of the Credit Agreement is hereby amended by replacing the date “September 21, 2017” with the date “September [ 20 ], 2018”.

6. Section 2.02 of the Credit Agreement is hereby amended by replacing the phrase “Restricted Borrower” with “Restricted Borrower or a Limited Borrower”.

7. Exhibit B of the Credit Agreement is hereby amended and restated in its entirety in the form of Exhibit B hereto.

8. Schedule 2 to the Credit Agreement is hereby amended and restated in its entirety in the form of Schedule 2 hereto.

9. The New Borrowers hereby join the Credit Agreement and, from and after the date hereof, each New Borrower is and shall be subject to and bound by, and shall be entitled to all of the benefits of, the Credit Agreement and the other Loan Documents, all as if such New Borrower had been a “Borrower” (or any other relevant term used to describe the other Amendment Borrowers thereunder) party to the original execution and delivery thereof; and all references in the Loan Documents to a “Borrower” or the “Borrowers” (or any other relevant term used to describe the other Amendment Borrowers thereunder) shall hereafter be deemed to include such New Borrower.

10. Paragraphs 1 through 9 of this Amendment shall not be effective until the earliest

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date upon which each of the following conditions shall be satisfied (the “Amendment Effective Date”):

(a) the Agent shall have received from each Borrower and each Bank either (i) a counterpart of this Amendment executed on behalf of the such party or (ii) written evidence satisfactory to the Agent (which may include facsimile or electronic mail transmission (in printable format) of a signed signature page of this Amendment) that the each such party has executed a counterpart of this Amendment;

(b) the Agent shall have received from each Amendment Borrower a manually signed certificate from the Clerk, Secretary or Assistant Secretary (or other officer acceptable to the Agent) of such Borrower, dated the Amendment Effective Date, in all respects satisfactory to the Agent, (i) certifying as to the incumbency of authorized persons of each Borrower executing this Amendment, (ii) attaching true, complete and correct copies of the resolutions duly adopted by such Borrower’s Managing Body approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the Amendment Effective Date, (iii)(X) with respect to each Amendment Borrower other than a New Borrower, certifying that such Borrower’s Charter Documents have not been amended, supplemented or otherwise modified since September 22, 2016 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification and (Y) with respect to each New Borrower, attaching a true complete and correct copy of all its Charter Documents (or certifying that each such Charter Document has previously been delivered), and (iv) attaching a copy of all of the Offering Documents, as of the Amendment Effective Date, of each New Borrower and such other material as accurately and completely sets forth all Investment Policies and Restrictions of such New Borrower not reflected in the Offering Documents;

(c) the Agent shall have received one or more opinions of counsel to the Amendment Borrowers covering such matters related to the transactions contemplated hereby as the Agent may request, in form and substance satisfactory to the Agent;

(d) the Agent shall have received a copy of a Federal Reserve Form FR U-1 for each Bank, duly executed and delivered by each Amendment Borrower, in form and substance acceptable to the Agent;

(e) the Agent shall have received such information as the Agent, at the request of any Bank, shall have requested in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies; and

(f) the Agent shall have received all (i) reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and disbursements of counsel to the Agent) incurred in connection with the preparation, negotiation,

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execution and delivery of this Amendment on or prior to the Amendment Effective Date, and (ii) fees then payable hereunder or under a separate fee letter, if any.

11. Each Amendment Borrower (a) reaffirms and admits the validity and enforceability of each Loan Document to which it is a party and all of its obligations thereunder and agrees and admits that (i) it has no defense to any such obligation, and (ii) it shall not exercise any setoff or offset to any such obligation, and (b)(1) represents and warrants that, as of the Amendment Effective Date, no Default has occurred and is continuing, and (2) the representations and warranties by such Amendment Borrower contained in the Credit Agreement and the other Loan Documents to which it is or is becoming a party are true on and as of the Amendment Effective Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

12. In all other respects, the Loan Documents shall remain in full force and effect, and no amendment, supplement or other modification in respect of any term or condition of any Loan Document shall be deemed to be an amendment, supplement or other modification in respect of any other term or condition contained in any Loan Document.

13. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute a single contract. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart executed and delivered (including by facsimile, or by e-mail transmission of a signed signature page of this Amendment) by the party to be charged.

14. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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IN WITNESS WHEREOF, each party hereto has caused this Amendment No. 2 to be executed on its behalf by its duly authorized representative(s) as of the date first above written.

EACH TRUST LISTED ON SCHEDULE A 
HERETO 
 
By: __________________________________
Name: ________________________________ 
Title: _________________________________

 

Putnam Funds – Amendment No. 2 

 



STATE STREET BANK AND TRUST 
COMPANY, as Agent and as a Bank 
 
By: __________________________________
Name: ________________________________
Title: _________________________________

 

Putnam Funds – Amendment No. 2 

 



Schedule A
 
List of Trusts and Companies
 
Putnam American Government Income  Putnam Investors Fund 
Fund   
  Putnam Massachusetts Tax Exempt Income
Putnam Asset Allocation Funds  Fund
   
Putnam California Tax Exempt Income  Putnam Minnesota Tax Exempt Income 
Fund  Fund 
   
Putnam Convertible Securities Fund  Putnam Money Market Fund 
   
Putnam Diversified Income Trust  Putnam Multi-Cap Growth Fund 
   
Putnam Equity Income Fund  Putnam New Jersey Tax Exempt Income 
  Fund
Putnam Europe Equity Fund   
  Putnam New York Tax Exempt Income
Putnam Funds Trust  Fund
   
Putnam Global Equity Fund  Putnam Ohio Tax Exempt Income Fund 
   
Putnam Global Health Care Fund  Putnam Pennsylvania Tax Exempt Income 
  Fund
Putnam Global Income Trust   
  Putnam Tax Exempt Income Fund
Putnam Global Natural Resources Fund   
  Putnam Tax-Free Income Trust
Putnam Global Utilities Fund   
  Putnam U.S. Government Income Trust
Putnam High Yield Fund   
  Putnam Variable Trust
Putnam Income Fund   
  George Putnam Balanced Fund
Putnam International Equity Fund 
 
Putnam Investment Funds   

 



Schedule B
 
New Funds
 
 

Company  Series 

  Putnam PanAgora Managed 
  Futures Strategy 
 
Putnam Investment Funds  Putnam PanAgora Risk Parity 
  Fund 
 
  Putnam PanAgora Market 
  Neutral Fund 

 



Putnam Family of Funds
 
EXHIBIT B
 
FORM OF
NOTICE OF BORROWING/REPAYMENT/ROLLOVER CERTIFICATE 

 

DATE: [Insert Date] (the “Notice Date”)

TO: STATE STREET BANK AND TRUST COMPANY, as Agent

Customer Service Unit
M/S CCB0900
One Iron Street
PO Box 5501
Boston, MA 02206-5501

Attn: Eduardo Chaves
Tel: (617) 662-8574
Fax: (617) 988-6677

Attn: Peter Connolly
Tel: (617) 662-8588
Fax: (617) 988-6677
Email: ais-loanops-csu@statestreet.com

FROM: [NAME OF COMPANY] (the “Company”) acting on behalf of and for the account of [_______________] (the “Fund”) (Fund # ___________) (DDA # ____________)

Reference is hereby made to that certain Credit Agreement, dated as of September 24, 2015, among each trust company listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.

1. The Company, acting on behalf of and for the account of the Fund (the Company, so acting, the “Applicable Borrower”), hereby requests (check only one, and complete if necessary):

____ Loan advance to the Applicable Borrower in the amount of $___________.

____ Loan repayment from the Applicable Borrower in the amount of $___________.

____ overnight rollover of the Loans previously made to the Applicable Borrower.

2. The Applicable Borrower (check only one):

is a Limited Borrower and, therefore, its Applicable Percentage is 10%

is a Restricted Borrower and, therefore, its Applicable Percentage is 25%

 is neither a Restricted Borrower nor a Limited Borrower and, therefore, its Applicable Percentage is 33-1/3%



3. The proceeds of any requested Loan shall be used only to the extent consistent with and not prohibited by the Applicable Borrower’s Offering Document, the terms of the Credit Agreement and applicable laws and regulations, including, without limitation, Regulation U.

4. All of the representations and warranties of the Applicable Borrower under the Credit Agreement are true and correct on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

5. Immediately before and immediately after giving effect to the advance, repayment or rollover requested herein, no Default with respect to such Applicable Borrower has occurred or would exist.

6. The following amounts and statements are true:

(a) Adjusted Net Assets of the Applicable Borrower:   
(i)  Total Assets of the Applicable Borrower  $ _____________
(ii)  Total Liabilities (excluding Senior Securities Representing   
  Indebtedness) of the Applicable Borrower1  $ _____________
(iii)  Asset Value of the Applicable Borrower’s investments in   
  Subsidiaries  $ _____________
(iv)  Asset Value of the Applicable Borrower’s investments in   
  physical commodities  $ _____________
(v)  item (a)(i) minus items (a)(ii), (iii) and (iv)  $ _____________
(b) Applicable Percentage multiplied by item (a)(v)  $ _____________
 
(c) (i)  Beginning Loan balance for Applicable Borrower:  $ _____________
(ii)  Repayment amount (if any):  $ _____________
(iii)  Requested Loan (if any):  $ _____________
(iv)  Requested Loans Balance ((i) minus (ii) plus (iii)):  $ _____________
 
(d) The aggregate outstanding principal amount of Debt for borrowed   
money of the Applicable Borrower other than the Loans as of the   
date hereof:  $ _____________
 
(e) Total Debt for borrowed money of the Applicable Borrower   
((c)(iv) plus (d)):  $ _____________

 

7. The amount set forth in 6(e) above does not exceed the lesser of (a) the amount set forth in 6(b) above, or (b) (i) the maximum amount of Debt that the Applicable Borrower would be permitted to incur pursuant to Applicable Law, including the Investment Company Act, (ii) the maximum amount of Debt that the Applicable Borrower would be permitted to incur pursuant to the limitations on borrowings in its Offering Document and its Investment Policies and Restrictions, (iii) in the event that the Applicable Borrower shall have entered into any agreement(s) with any Authority limiting the amount of Debt that the Applicable

_______________________________

1 For purposes of calculating Adjusted Net Assets for any Fund, the amount of any liability included in Total Liabilities shall be equal to the greater of (i) the outstanding amount of such liability and (ii) the fair market value of all assets pledged or otherwise segregated to secure such liability.



Borrower may create, incur, assume or suffer to exist, the maximum amount of Debt that the Applicable Borrower would be permitted to create, incur, assume or suffer to exist pursuant to such agreement(s), and (iv) the maximum amount of Debt that the Applicable Borrower would be permitted to incur without violating Section 5.19 of the Credit Agreement.

8. After giving effect to the requests of the Applicable Borrower herein made (a) the aggregate principal amount of all Loans outstanding to the Applicable Borrower shall not cause the Applicable Borrower to have an aggregate amount of Debt outstanding that is in excess of the Maximum Amount with respect to the Applicable Borrower, and (b) the aggregate principal amount of all Loans outstanding to all Borrowers shall not exceed the Aggregate Commitment Amount.

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The undersigned is a duly authorized officer of the Applicable Borrower identified above with authority to execute and deliver this document to the Agent.

[COMPANY] 
 
 
By: __________________________________
Name: ________________________________
Title: _________________________________

 



Schedule A
 
List of Companies 
 

 



  Schedule 2   
   
 
List of Companies, Funds and Fiscal Year End Date 
 

Company  Fund  Fiscal Year End Date 

 
Putnam American  Putnam American Government   
Government  Income Fund  September 30 
Income Fund     

  Putnam Dynamic Asset  September 30 
  Allocation Balanced Fund   
 
 
Putnam Asset  Putnam Dynamic Asset  September 30 
Allocation Funds  Allocation Conservative   
  Fund   
 
  Putnam Dynamic Asset  September 30 
  Allocation Growth Fund   

  September 30 
Putnam California  Putnam California Tax Exempt   
Tax Exempt  Income Fund   
Income Fund     

Putnam Convertible  Putnam Convertible Securities  October 31 
Securities Fund  Fund   

Putnam Diversified  Putnam Diversified Income  September 30 
Income Trust  Trust   

Putnam Equity    November 30 
Income Fund  Putnam Equity Income Fund   

Putnam Europe    June 30 
Equity Fund  Putnam Europe Equity Fund   

 
Putnam Funds Trust  Putnam Absolute Return 100  October 31 
  Fund   
 
  Putnam Absolute Return 300  October 31 
  Fund   
 
  Putnam Absolute Return 500  October 31 
  Fund   
 
  Putnam Absolute Return 700  October 31 
  Fund   
 
  Putnam Dynamic Asset  May 31 
  Allocation Equity Fund   
 
  Putnam Capital Spectrum  April 30 
  Fund   
 
  Putnam Dynamic Risk  May 31 
  Allocation Fund   
 
  Putnam Emerging Markets  August 31 
  Equity Fund   
 
  Putnam Emerging Markets  November 30 
  Income Fund   
 
  Putnam Equity Spectrum Fund  April 30 
 
  Putnam Floating Rate Income  February 28 
  Fund   
 
  Putnam Global Consumer  August 31 
  Fund   

 



  Putnam Global Financials  August 31 
  Fund   
 
  Putnam Global Industrials  August 31 
  Fund   
 
  Putnam Global Technology  August 31 
  Fund   
 
  Putnam Global  August 31 
  Telecommunications Fund   
 
  Putnam Intermediate-Term  November 30 
  Municipal Income Fund   
 
  Putnam International Value  June 30 
  Fund   
 
  Putnam Low Volatility Equity  July 31 
  Fund   
 
  Putnam Mortgage  May 31 
Opportunities Fund   

  Putnam Multi-Cap Core Fund  April 30 
 
  Putnam Short Duration Income  July 31 
  Fund   
 
  Putnam Short-Term Municipal  November 30 
  Income Fund   
 
  Putnam Small Cap Growth  June 30 
  Fund   

Putnam Global    October 31 
Equity Fund     

Putnam Global    August 31 
Health Care Fund     

Putnam Global    October 31 
Income Trust     

Putnam Global    August 31 
Natural Resources     
Fund     

Putnam Global    August 31 
Utilities Fund     

Putnam High Yield    November 30 
Fund (formerly     
Putnam High     
Yield Advantage     
Fund)     

Putnam Income    October 31 
Fund     

Putnam International    June 30 
Equity Fund     

Putnam Capital Opportunities  April 30 
Fund   
 
Putnam Investment  Putnam Government Money  September 30 
Funds Market Fund   
 
  Putnam Growth Opportunities  July 31 
  Fund   

 



  Putnam International Capital  August 31 
Opportunities Fund   

  Putnam International Growth  September 30 
  Fund   
 
  Putnam Multi-Cap Value Fund  April 30 
 
  Putnam Research Fund  July 31 
 
  Putnam Small Cap Value Fund  February 28 
 
  Putnam PanAgora Managed  August 31 
  Futures Strategy   
 
  Putnam PanAgora Market  August 31 
  Neutral Fund   
 
  Putnam PanAgora Risk Parity  August 31 
  Fund   

Putnam Investors    July 31 
Fund  Putnam Investors Fund   

Putnam    May 31 
Massachusetts Tax  Putnam Massachusetts Tax   
Exempt Income  Exempt Income Fund   
Fund     

  May 31 
Putnam Minnesota Putnam Minnesota Tax   
Tax Exempt  Exempt Income Fund   
Income Fund     

Putnam Money    September 30 
Market Fund  Putnam Money Market Fund   

Putnam Multi-Cap  Putnam Multi-Cap Growth  June 30 
Growth Fund  Fund   

  May 31 
Putnam New Jersey Putnam New Jersey Tax   
Tax Exempt  Exempt Income Fund   
Income Fund     

  November 30 
Putnam New York Putnam New York Tax   
Tax Exempt  Exempt Income Fund   
Income Fund     

  May 31 
Putnam Ohio Tax Putnam Ohio Tax Exempt   
Exempt Income  Income Fund   
Fund     

Putnam    May 31 
Pennsylvania Tax  Putnam Pennsylvania Tax   
Exempt Income  Exempt Income Fund   
Fund     

Putnam Tax Exempt  Putnam Tax Exempt Income  September 30 
Income Fund  Fund   

  Putnam AMT-Free Municipal  July 31 
Putnam Tax-Free  Fund   
Income Trust 
Putnam Tax-Free High Yield  July 31 
  Fund   

  September 30 
Putnam U.S. Putnam U.S. Government   
Government  Income Trust   
Income Trust     

 



  Putnam VT Absolute Return  December 31 
  500 Fund   
 
  Putnam VT American  December 31 
  Government Income Fund   
 
  Putnam VT Capital  December 31 
Opportunities Fund   

  Putnam VT Diversified  December 31 
  Income Fund   
 
  Putnam VT Equity Income  December 31 
  Fund   
 
  Putnam VT Global Asset  December 31 
  Allocation Fund   
 
  Putnam VT Global Equity  December 31 
  Fund   
 
  Putnam VT Global Health  December 31 
  Care Fund   
 
  Putnam VT Global Utilities  December 31 
  Fund   
 
  Putnam VT Growth  December 31 
Putnam Variable  Opportunities Fund   
Trust
Putnam VT High Yield Fund  December 31 
 
  Putnam VT Income Fund  December 31 
 
  Putnam VT International  December 31 
  Equity Fund   
 
  Putnam VT International  December 31 
  Growth Fund   
 
  Putnam VT International  December 31 
  Value Fund   
 
  Putnam VT Investors Fund  December 31 
 
  Putnam VT Government  December 31 
Money Market Fund   

  Putnam VT Multi-Cap Growth  December 31 
  Fund   
 
  Putnam VT Multi-Cap Value  December 31 
  Fund   
 
  Putnam VT Research Fund  December 31 
 
  Putnam VT Small Cap Value  December 31 
  Fund   
 
  Putnam VT George Putnam  December 31 
  Balanced Fund   

George Putnam    July 31 
Balanced Fund  George Putnam Balanced Fund