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Exhibit
10.7
CAPITAL SUPPORT
AGREEMENT
THIS CAPITAL SUPPORT
AGREEMENT (this “Agreement”) is made as of February
21st, 2008, by and between Northern Trust Corporation (the
“Support Provider”) and The Northern Trust Company
(“TNT”) as securities lending agent on behalf of the
Core Select Securities Lending Cash Collateral Pool (the
“Fund”).
W I T N E S S E T
H:
WHEREAS , the Fund is
a commingled pool maintained for the purpose of investing cash
collateral on behalf of various securities lending clients by TNT
as securities lending agent for which TNT seeks to maintain a
stable net asset value of $1.00 per unit and to value the
Fund’s assets on a cost rather than market value basis, all
pursuant to the applicable law (“Applicable
Law”);
WHEREAS , the Fund
holds notes (“Notes”) issued by Whistlejacket Capital
LLC and/or White Pine Finance LLC (together, the
“Issuer”);
WHEREAS , a sale of
the Notes under current market conditions is unlikely to result in
the full recovery of the Fund’s investments, and may cause
the Fund to realize losses to the extent that it could no longer
maintain a stable net asset value of $1.00 per unit;
WHEREAS , it is in the
interest of the Support Provider and certain of its affiliates to
maintain a stable net asset value for the Fund of $1.00 per
unit;
NOW, THEREFORE , in
consideration of the above premises, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Support
Provider and TNT hereby agree as follows:
1. Definitions . In
addition to the terms defined elsewhere in this Agreement, the
following terms have the meanings indicated:
(a) “Amortized Cost
Value” means, with respect to any Eligible Note held by the
Fund, the value of that Eligible Note as determined using the
amortized cost method (“Amortized Cost Method”) in
accordance with Applicable Law on the relevant date.
(b) “Capital
Contribution” means a cash contribution by the Support
Provider to the Fund pursuant to this Agreement for which the
Support Provider does not receive any units or other consideration
from the Fund.
(c) “Contribution
Event” means, with respect to any Eligible Note held by the
Fund, any of the following occurrences:
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(i) |
Any sale of the Eligible Note by the Fund for cash in an
amount, after deduction of any commissions or similar transaction
costs, less than the Amortized Cost Value of the Eligible Note sold
as of the date of settlement; |
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(ii) |
Receipt of final payment on the Eligible Note in an amount less
than the Amortized Cost Value of that Eligible Note as of the date
such payment is received; or |
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(iii) |
Issuance of orders by a court having jurisdiction over the
matter discharging the Issuer from liability for the Eligible Note
and providing for payments on that Eligible Note in an amount less
than the Amortized Cost Value of that Eligible Note as of the date
such payment is received. |
The excess of the Amortized Cost Value
of the Eligible Notes subject to a Contribution Event over the
amount received by the Fund in connection with the Contribution
Event shall constitute the “Loss” on such Eligible
Notes.
(d) “Eligible
Notes” means the Notes held by the Fund as portfolio
securities on the date hereof or any securities or other
instruments received in exchange for, or as a replacement of, the
Notes as a result of an exchange offer, debt restructuring,
reorganization or similar transaction pursuant to which the Notes
are exchanged for, or replaced with, new securities of the Issuer
or a third party other than Notes or securities which are or become
“Eligible Securities,” as defined in paragraph
(a) (10) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended (as amended, “Rule
2a-7”).
(e) “Maximum
Contribution Amount” with respect to the Fund means
$10,000,000.00. The Maximum Contribution Amount may be increased at
any time as agreed by TNT and the Support Provider.
(f) “Required Capital
Contribution” means for the Fund on the date of any
Contribution Event, a Capital Contribution in an amount sufficient
for the Fund to maintain its net asset value per unit at no less
than the Minimum Permissible NAV, after giving effect to the
Contribution Event and all payments received by the Fund in respect
of the Eligible Notes. The net asset value for purposes of
calculating the amount of Required Capital Contribution shall
exclude any account receivable or other asset representing the
Support Provider’s obligations under this Agreement. Minimum
Permissible NAV means $0.995 with respect to the Fund.
2. Covenants of the
Fund . The Fund agrees that:
(a) To the extent consistent
with the Fund’s interest, TNT shall consult with the Support
Provider with respect to all decisions regarding each Eligible Note
(including, but not limited to, any decision to sell the Eligible
Note o
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