exv4w5



 





Exhibit 4.5




MASTER PROMISSORY NOTE

(FEDERAL FUNDS RATE)




			
	 	 	 
	$25,000,000
	 	October 17, 2005






          FOR VALUE RECEIVED, SYMETRA LIFE INSURANCE COMPANY (the “Borrower”), hereby promises to
pay to the order of THE BANK OF NEW YORK (the “Bank”) at its One Wall Street, New York, New York
office, the principal sum of Twenty Five Million Dollars ($25,000,000) or the aggregate unpaid
principal amount of all advances made by the Bank to the Borrower (which aggregate unpaid
principal amount shall be equal to the amount duly indorsed and set forth opposite the date last
appearing on the schedule attached to this note), whichever is less. Advances evidenced by this
note shall be payable ON DEMAND.




          The Borrower agrees to pay interest on the unpaid principal balance of each advance
evidenced hereby from the date such advance is made at a rate per annum equal to the Federal
Funds Rate plus 0.2%, but not to exceed the maximum rate permitted by law. If any payment which
is to be made hereunder is not paid when due, the Borrower agrees to pay interest on such
payment, payable on demand, at a rate per annum equal to the rate specified in the preceding
sentence plus 2%, but not to exceed the maximum rate permitted by law, interest shall be computed
on the basis of a 360 day year for the actual number of days elapsed and shall be payable on the
last day of each month and at maturity of each advance evidenced by this note (whether by
acceleration or otherwise).




     “Federal Funds Rate” shall mean, for any day, the rate per annum (rounded, if necessary, to
the next greater 1/100 of 1%) equal to the rate at which the Bank is offered overnight Federal
funds by a Federal funds broker selected by the Bank on such day (or if such day is not a
business day, the Federal Funds Rate for such day shall be such rate at which the Bank is offered
overnight Federal funds by such Federal funds broker, on the next preceding business day).



          If any payment of principal of or interest on the advances evidenced by this note becomes
due and payable on a Saturday, Sunday or other day on which the Bank is permitted or required by
law to be closed, then such payment shall be extended to the next succeeding business day, and
interest shall be payable at the rate set forth above during such extension.




          Advances evidenced by this note may be prepaid at any time without penalty, but with
interest on the amount being prepaid through the date of prepayment.




          If the Bank shall make a new advance on a day on which the Borrower is to repay an advance
hereunder, the Bank shall apply the proceeds of the new advance to make such repayment and only
the amount by which the amount being advanced exceeds fee amount being repaid shall be made
available to the Borrower in accordance with the terms of this note.




          The Borrower authorizes the Bank to accept oral (including telephonic) and written (including
facsimile) instructions from the Borrower or an authorized representative of the Borrower to make
an advance hereunder or receive any payment hereof and to indorse on the schedule attached hereto
the amount of all advances hereunder and all principal payments hereof received by the Bank. The
Borrower agrees that the Bank may rely on instructions believed by the Bank to be genuine and given
by the Borrower or an authorized representative of the Borrower.




          At the Borrower’s option, the Bank shall credit a deposit account maintained by the Borrower
in the name of the Borrower at the Bank in the amount of an advance hereunder or transfer the





 









 








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proceeds of an advance hereunder to a bank designated by the Borrower for credit to an
account designated by the Borrower maintained at such bank. The Borrower agrees that the crediting
of the amount of an advance to the Borrower’s deposit account maintained at the Bank or the
origination of a payment order for a funds transfer of the proceeds of an advance in accordance
with the instructions of the Borrower shall constitute conclusive evidence that such advance was
made, and neither the failure of the Bank to indorse on the schedule attached hereto the amount of
such advance, nor the failure of the bank designated by the Borrower to credit the proceeds of the
advance to the designated account maintained at such bank, shall affect the Borrower’s obligations
hereunder.




          The Borrower acknowledges that the advances evidenced hereby are payable on demand and
payment thereof may be demanded by the Bank at any time for any reason in the sole and absolute
discretion of the Bank.




          All advances evidenced hereby together with all accrued interest thereon shall become
immediately and automatically due and payable, without demand, presentment, protest or notice of
any kind, upon the commencement by or against the Borrower, any guarantor of this note or any
hypothecator of collateral securing this note of a case or proceeding under any bankruptcy,
insolvency or other law relating to the relief of debtors, the readjustment, composition or
extension of indebtedness or reorganization or liquidation.




          The Borrower waives presentment, demand, protest and notice of protest, non-payment or
dishonor of this note.




          The Borrower agrees to pay all out of pocket costs and expenses incurred by the Bank
incidental to or in any way relating to the Bank’s enforcement of the obligations of the Borrower
hereunder or the protection of the Bank’s rights in connection herewith, including, but not
limited to, reasonable attorneys’ fees and expenses, whether or not litigation is commenced.




          All obligations of the Borrower to the Bank under this note are secured pursuant to the terms
of a security agreement executed by the Borrower in favor of the Bank dated of even date herewith
as such agreement may be amended or modified from time to time, and the Bank shall be entitled to
all the benefits thereof.




          Promptly upon the Bank’s request, the Borrower agrees to furnish to the Bank such information
(including, without limitation, financial statements and tax returns of the Borrower, a statement
of assets and liabilities of the Borrower as of the end of the each quarter of the Borrower’s
fiscal years, a statement as to the investment portfolio of the Series as of the end of each
quarter of the Borrower’s fiscal years, proxy materials, and such other information as the Bank
shall reasonably request from time to time) and to permit toe Bank to inspect the books and
records of the Borrower, as the Bank shall reasonably request from time.




          The Borrower waives any right to claim or interpose any counterclaim or set-off of any kind
in any litigation relating to this note or the transactions contemplated hereby.




          This note may not be amended, and compliance with its terms may not be waived, orally or by
course of dealing, but only by a writing signed by an authorized officer of the Bank.




          This note may be assigned or indorsed by the Bank and its benefits shall inure to the
successors, indorsees and assigns of the Bank.




 









 








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          No failure on the part of the Bank to exercise, and no delay in exercising, any right,
remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise by the Bank of any right, remedy or power hereunder preclude any other or future exercise
thereof or the exercise of any other right, remedy or power.




          Each and every right, remedy and power hereby granted to the Bank or allowed it by law or
other agreement shall be cumulative and not exclusive of any other right, remedy or power, and may
be exercised by the Bank at any time and from time to time.




          Every provision of this note is intended to be severable; if any term or provision of this
note shall be invalid, illegal or unenforceable for any reason, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be affected or impaired
thereby.




          All obligations of the Borrower under this note are secured pursuant to the terms of a
security agreement executed by the Borrower in favor of the Bank dated of even date herewith and
the Bank is entitled to all of the benefits thereof.




          The Borrower represents and warrants that the Borrower is a corporation duly organized,
validly existing and in good standing under the laws of the state of its incorporation; that the
execution, delivery and performance of this note are within the Borrower’s corporate powers and
have been duly authorized by all necessary action of its board of directors and shareholders; and
that each person executing this note has the authority to execute and deliver this note on behalf
of the Borrower.




          THE PROVISIONS OF THIS NOTE SHALL BE CONSTRUED AND INTERPRETED, AND ALL RIGHTS AND OBLIGATIONS
HEREUNDER DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER SUBMITS TO THE JURISDICTION OF STATE AND FEDERAL
COURTS LOCATED IN THE CITY AND STATE OF NEW YORK IN PERSONAM AND AGREES THAT ALL ACTIONS AND
PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS NOTE SHALL BE LITIGATED ONLY IN SAID COURTS OR
COURTS LOCATED ELSEWHERE AS SELECTED BY THE BANK AND THAT SUCH COURTS ARE CONVENIENT FORUMS. THE
BORROWER WAIVES PERSONAL SERVICE UPON IT AND CONSENTS TO SERVICE OF PROCESS BY MAILING A COPY
THEREOF TO IT BY REGISTERED OR CERTIFIED MAIL.




 









 








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          THE BORROWER AND THE BANK WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
BASED UPON, ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED
HEREBY.




	 	 	 	 	 	 	 	 	 
	SYMETRA LIFE INSURANCE COMPANY	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Oscar C. Tengtio
	 	 	 	By:
	 	/s/ Daniel B. Schaaf
	 

	 	 
	 	 	 	 	 	 
	Name: Oscar C. Tengtio	 	 	 	Name: Daniel B. Schaaf
	Title: Executive Vice President & CFO	 	 	 	Title: Assistant Secretary
	 
	 	 	 	 	 	 	 	 
	ADDRESS OF BORROWER	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	777 108th AVE. NE	 	 	 	 	 	 
	Bellevue, WA 98004