EX-99.H OTH MAT CONT 3 c_amndcmtdmod11.htm EX-99.H OTH MAT CONT

Execution Version

 

AMENDMENT NO. 12 TO CREDIT AGREEMENT

AMENDMENT NO. 12 (this “Amendment”), dated as of April 30, 2024 to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule 2 hereto, the Banks and other lending institutions party thereto (the “Existing Banks”), and State Street Bank and Trust Company, as Agent (in such capacity the “Agent”), as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, Letter Agreement, dated as of August 29, 2016, Amendment No. 1 to Credit Agreement, dated as of September 22, 2016, Notice Letter, dated October 5, 2016, Notice Letter, dated February 22, 2017, Notice Letter, dated April 19, 2017, Amendment No. 2 to Credit Agreement, dated as of September 21, 2017, Amendment No. 3 to Credit Agreement, dated as of September 20, 2018, Consent No. 1, dated as of November 30, 2018, Notice Letter, dated May 31, 2019, Consent No. 2, dated as of June 24, 2019, Amendment No. 4 to Credit Agreement, dated as of September 19, 2019, Amendment No. 5 to Credit Agreement, dated as of October 18, 2019, and Amendment No. 6 to Credit Agreement and Consent No. 3, dated as of August 27, 2020, Amendment No. 7 to Credit Agreement, dated as of October 16, 2020, Consent No. 4, dated as of March 30, 2021, Amendment No. 8, dated as of October 15, 2021, Consent No. 5, dated as of July 1, 2022, Amendment No. 9, dated as of October 14, 2022, Amendment No. 10, dated as of May 2, 2023, and Amendment No. 11 and Consent No. 6, dated as of December 7, 2023 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing 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.       For purposes of this Amendment (i) “Existing Fund” means each Fund which appears on Schedule 2 to the Credit Agreement as in effect immediately prior to the Amendment Effective Date (defined below), (ii) “Continuing Fund” means each Existing Fund which appears on Schedule 2 to this Amendment, (iii) “New Fund” means each Series which does not appear on Schedule 2 to the Credit Agreement as in effect immediately prior to the Amendment Effective Date and which does appear on Schedule 2 to this Amendment, (iv) “Existing Borrower” means each Borrower immediately prior to the Amendment Effective Date, (v) “Continuing Borrower” means an Existing Borrower that will be a Borrower on the Amendment Effective Date, (vi) “New Borrower” means a Series Borrower acting on behalf of and for the account of a New Fund, and (vii) “Amendment Borrowers” means each Continuing Borrower and each New Borrower.

III.       The Amendment Borrowers desire to add each New Fund as a “Fund” for all purposes of the Loan Documents.

V.       The Amendment Borrowers desire to amend the Credit Agreement and the Agent and the Required 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.                  Each New Fund is hereby added as a “Fund” for all purposes of the Loan Documents.

2.                  For purposes hereof, the following terms have the following meanings when used herein:

Added Text” means characters indicated textually in the same manner as the following example: double underlined text.

Marked Credit Agreement” means the copy of the Existing Credit Agreement attached hereto as Annex A.

Stricken Text” means characters indicated textually in the same manner as the following example: stricken text.

3.                  The Existing Credit Agreement (other than the Exhibits and Schedules thereto) is hereby amended to delete the Stricken Text and to add the Added Text, in each case as set forth in the Marked Credit Agreement (the Existing Credit Agreement, as so amended, the “Amended Credit Agreement”).

4.                  Schedule 1 of the Existing Credit Agreement is hereby amended and restated in the form of Schedule 1 hereto. Schedule 2 of the Existing Credit Agreement is hereby amended and restated in the form of Schedule 2 hereto.

5.                  Paragraphs 1 through 4 of this Amendment shall not be effective until the earliest date upon which each of the following conditions shall be satisfied (the “Amendment Effective Date”):

(a)                the Agent shall have received from each Amendment Borrower and Required Banks either (i) a counterpart of this Amendment executed on behalf of 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 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 Amendment Borrower, dated the Amendment Effective Date, in all respects satisfactory to the Agent, (i) certifying as to the incumbency of authorized persons of each Amendment Borrower executing this Amendment, (ii) attaching true, complete and correct copies of the resolutions duly adopted by such Amendment Borrower’s Managing Body approving this

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Amendment and the transactions contemplated hereby, all of which are in full force and effect on the Amendment Effective Date, and (iii) (x) in the case of each Existing Borrower certifying that such Existing Borrower’s Charter Documents have not been amended, supplemented or otherwise modified since December 7, 2023 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification and (y) in the case of each New Borrower, attaching a true, complete and correct copy of such New Borrower’s Charter Documents, Offering Document and such other material as accurately and completely sets forth all Investment Policies and Restrictions of such New Borrower not reflected in its Offering Document, most recent investment management agreements, annual and semiannual reports, Pricing Procedures, and Custody Agreement;

(c)                the Agent shall have received a new Federal Reserve Form U-1 for each Bank with respect to each Amendment Borrower, in all respects satisfactory to the Agent;

(d)               the Agent shall have received for the account of each Bank an upfront fee in an amount equal to $48,527.47 per Bank;

(e)                receipt by the Agent of all information reasonably requested by any Bank related to compliance by the Amendment Borrowers with applicable rules and regulations, including without limitation, Rule 18f-4 under the Investment Company Act;

(f)                 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

(g)               the Agent shall have received all 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, execution and delivery of this Amendment on or prior to the Amendment Effective Date.

6.                  Each Amendment Borrower (a)(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)(i) it has no defense to any such obligation, and (ii)(ii) it shall not exercise any setoff or offset to any such obligation, and (b)(b)(1)(1) represents and warrants that, as of the Amendment Effective Date, no Default has occurred and is continuing, and (2)(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).

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7.                  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.

8.                  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 by the party to be charged. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Agent or any Bank to accept electronic signatures in any form or format without its prior written consent. For purposes hereof, “Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

9.                  A copy of the Agreement and Declaration of Trust of each Fund, as amended or restated from time to time, is on file with the Secretary of the Commonwealth of Massachusetts. Notice is hereby given, and it is expressly agreed, that the obligations under this Amendment and the Amended Loan Agreement of any such Fund shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of such Fund personally, but bind only the trust property of such Fund. Furthermore, notice is given that the assets and liabilities of each Fund are separate and distinct and that the obligations of or arising out of this Amendment and the Amended Loan Agreement are several and not joint and are binding only on the assets or property of each Fund with respect to its obligations. In the case of each Fund, the execution and delivery of this Amendment on its behalf has been authorized by its trustees, and this Amendment has been executed and delivered by an authorized officer, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery shall be deemed to have been made by any of them individually, but shall only bind the trust property of each Fund.

10.              SECTIONS 9.07 AND 9.08 of the Amended Credit Agreement are hereby incorporated by reference into this Amendment mutatis mutandis.

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IN WITNESS WHEREOF, each party hereto has caused this Amendment to be executed on its behalf by its duly authorized representative(s) as of the date first above written.

 

  EACH TRUST LISTED AS A COMPANY ON
  SCHEDULE 2 HERETO
   
  By: /s/ Stephen J. Tate
  Name: Stephen J. Tate
  Title: Vice President and Chief Legal Officer

 

Putnam Funds and Putnam ETFs Amendment No. 12 Signature Page

 

 

  STATE STREET BANK AND TRUST
  COMPANY, as Agent and as a Bank
   
  By: /s/ Christopher Ducar
  Name: Christopher Ducar
  Title: Vice President

 

Putnam Funds and Putnam ETFs Amendment No. 12 Signature Page

 

 

  JPMORGAN CHASE BANK, N.A., as a Bank
   
  By: /s/ Thomas Sztaba
  Name: Thomas Sztaba
  Title: Executive Director

 

Putnam Funds and Putnam ETFs Amendment No. 12 Signature Page

 

SCHEDULE 1

Addresses for Notices, Applicable Lending Offices, Commitment Amounts and Commitment Percentages

BORROWERS:

Address for Notices:

 

Putnam Investments

100 Federal Street

Boston, MA 02110

Attn: Stephen J. Tate

Vice President and Chief Legal Officer

Tel: (617) 760-1648

 

 

 

   
 
 

 

BANKS:

STATE STREET BANK AND TRUST COMPANY

 

Lending Office and Office for Notices to the Agent for Borrowings and Payments:

 

State Street Bank and Trust Company

Loan Servicing Unit

M/S OCB2302

One Congress Street

Boston, MA 02114

Attn: Christopher Hickey

Tel: (617) 662-8577

Fax: (617) 988-6677

Email: LoanOps-LSUWorkflow@StateStreet.com

 

Alternate Contact:

Attn: Peter Connolly

Tel: (617) 662-8588

Fax: (617) 988-6677

Email: LoanOps-LSUWorkflow@StateStreet.com

 

Office for all Other Notices:

 

State Street Bank and Trust Company

Fund Finance

M/S OCB2302

One Congress Street

Boston, MA 02114

Attn: Christopher Ducar, Vice President

Tel: (617) 662-8630

Email: cmducar@statestreet.com

 

 

COMMITMENT

AMOUNT

$160,000,000

COMMITMENT

PERCENTAGE

50.0%

 

 

JPMORGAN CHASE BANK, N.A.

Office for all Notices:

JPMorgan Chase Bank, N.A.

383 Madison Avenue

New York, NY 10017

Attn: Thomas Sztaba

Tel: (212) 270-4225

thomas.x.sztaba@jpmorgan.com

 

COMMITMENT

AMOUNT

$160,000,000

COMMITMENT

PERCENTAGE

50.0%

 

 

 

 
 

 

SCHEDULE 2

 

List of Companies, Funds, Limited Borrowers, and Fiscal Year End Date

 

Company Fund Fiscal Year End Date
Putnam Asset Allocation Funds Putnam Dynamic Asset Allocation Balanced Fund September 30
Putnam Dynamic Asset Allocation Conservative Fund September 30
Putnam Dynamic Asset Allocation Growth Fund September 30
Putnam Multi-Asset Income Fund August 31
Putnam California Tax Exempt Income Fund Putnam California Tax Exempt Income Fund September 30
Putnam Convertible Securities Fund Putnam Convertible Securities Fund October 31
Putnam Diversified Income Trust Putnam Diversified Income Trust September 30
Putnam Large Cap Value Fund Putnam Large Cap Value Fund October 31
 
 

 

Company Fund

Fiscal Year End Date

 

Putnam Funds Trust Putnam Short Duration Bond Fund October 31
Putnam Core Bond Fund October 31
Putnam Dynamic Asset Allocation Equity Fund May 31
Putnam Emerging Markets Equity Fund August 31
Putnam Floating Rate Income Fund February 28
Putnam Focused Equity Fund August 31
Putnam Global Technology Fund August 31
Putnam Intermediate-Term Municipal Income Fund November 30
Putnam International Value Fund June 30
Putnam Mortgage Opportunities Fund May 31
Putnam Core Equity Fund April 30
Putnam Ultra Short MAC Series July 31
Putnam Ultra Short Duration Income Fund July 31
Putnam Short-Term Municipal Income Fund November 30
Putnam Small Cap Growth Fund June 30
Putnam Focused International Equity Fund Putnam Focused International Equity Fund October 31
Putnam Global Health Care Fund Putnam Global Health Care Fund August 31
Putnam Global Income Trust Putnam Global Income Trust October 31
Putnam High Yield Fund Putnam High Yield Fund November 30
Putnam Income Fund Putnam Income Fund October 31
Putnam International Equity Fund Putnam International Equity Fund June 30
 
 

 

Company Fund

Fiscal Year End Date

 

Putnam Investment Funds Putnam Government Money Market Fund September 30
Putnam Large Cap Growth Fund July 31
Putnam International Capital Opportunities Fund August 31
Putnam Sustainable Future Fund April 30
Putnam Research Fund July 31
Putnam Small Cap Value Fund February 28
Putnam Massachusetts Tax Exempt Income Fund Putnam Massachusetts Tax Exempt Income Fund May 31
Putnam Minnesota Tax Exempt Income Fund Putnam Minnesota Tax Exempt Income Fund May 31
Putnam Money Market Fund Putnam Money Market Fund September 30
Putnam Sustainable Leaders Fund Putnam Sustainable Leaders Fund June 30
Putnam New Jersey Tax Exempt Income Fund Putnam New Jersey Tax Exempt Income Fund May 31
Putnam New York Tax Exempt Income Fund Putnam New York Tax Exempt Income Fund November 30
Putnam Ohio Tax Exempt Income Fund Putnam Ohio Tax Exempt Income Fund May 31
Putnam Pennsylvania Tax Exempt Income Fund Putnam Pennsylvania Tax Exempt Income Fund May 31
Putnam Tax Exempt Income Fund Putnam Tax Exempt Income Fund September 30
 
 

 

Company Fund

Fiscal Year End Date

 

Putnam Tax-Free Income Trust Putnam Strategic Intermediate Municipal Fund July 31
Putnam Tax-Free High Yield Fund July 31
Putnam Mortgage Securities Fund Putnam Mortgage Securities Fund September 30
 
 

 

Company Fund

Fiscal Year End Date

 

Putnam Variable Trust Putnam VT Mortgage Securities Fund December 31
Putnam VT Small Cap Growth Fund December 31
Putnam VT Diversified Income Fund December 31
Putnam VT Large Cap Growth Fund December 31
Putnam VT Global Asset Allocation Fund December 31
Putnam VT Focused International Equity Fund December 31
Putnam VT Global Health Care Fund December 31
Putnam VT Large Cap Value Fund December 31
Putnam VT High Yield Fund December 31
Putnam VT Income Fund December 31
Putnam VT International Equity Fund December 31
Putnam VT Emerging Markets Equity Fund December 31
Putnam VT International Value Fund December 31
Putnam VT Core Equity Fund December 31
Putnam VT Government Money Market Fund December 31
Putnam VT Sustainable Leaders Fund December 31
Putnam VT Sustainable Future Fund December 31
Putnam VT Research Fund December 31
Putnam VT Small Cap Value Fund December 31
Putnam VT George Putnam Balanced Fund December 31
George Putnam Balanced Fund George Putnam Balanced Fund July 31
Putnam ETF Trust Putnam Emerging Markets ex-China ETF April 30
Putnam ESG Core Bond ETF April 30
Putnam ESG High Yield ETF April 30
Putnam ESG Ultra Short ETF April 30
Putnam Focused Large Cap Growth ETF August 31
Putnam Focused Large Cap Value ETF August 31
Putnam PanAgora ESG Emerging Markets Equity ETF1 April 30
Putnam PanAgora ESG International Equity ETF2 April 30
Putnam Sustainable Future ETF August 31
Putnam Sustainable Leaders ETF August 31
Putnam BDC Income ETF August 31
Putnam BioRevolution ETF August 31

 


_______________________________

1        The Borrower consisting of this Fund is a Limited Borrower.

2        The Borrower consisting of this Fund is a Limited Borrower.