Attached files
| file | filename |
|---|---|
| EX-31.1 - SECTION 302 CEO CERTIFICATION - NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ | nrufy2020q2form10-qxex311.htm |
| EX-32.2 - SECTION 906 CFO CERTIFICATION - NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ | nrufy2020q2form10-qxex322.htm |
| EX-32.1 - SECTION 906 CEO CERTIFICATION - NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ | nrufy2020q2form10-qxex321.htm |
| EX-31.2 - SECTION 302 CFO CERTIFICATION - NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ | nrufy2020q2form10-qxex312.htm |
| EX-10.1 - AMENDED REVOLVING CREDIT AGREEMENT MATURING NOVEMBER 28, 2022 - NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ | nrufy2020q2form10-qex101.htm |
| 10-Q - NRU FY2020 Q2 FORM 10-Q - NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ | nrufy2020q2form10-q.htm |
AMENDMENT NO. 4
Dated as of November 26, 2019
to the
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Dated as of November 19, 2015
Among
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION,
COOPERATIVE FINANCE CORPORATION,
THE BANKS PARTY HERETO,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Initial Issuing Bank,
as Administrative Agent and Initial Issuing Bank,
MIZUHO BANK, LTD.
as Syndication Agent
as Syndication Agent
and
MUFG BANK, LTD.
(F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
PNC BANK, NATIONAL ASSOCIATION,
THE BANK OF NOVA SCOTIA
and
ROYAL BANK OF CANADA,
as Co-Documentation Agents
THE BANK OF NOVA SCOTIA
and
ROYAL BANK OF CANADA,
as Co-Documentation Agents
________________________________
J.P. MORGAN CHASE BANK, N.A.
MIZUHO BANK, LTD.
MUFG BANK, LTD.
(F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
PNC CAPITAL MARKETS LLC
THE BANK OF NOVA SCOTIA,
and
RBC CAPITAL MARKETS
as Co-Lead Arrangers and Joint Bookrunners
EXECUTION VERSION
AMENDMENT NO. 4
AMENDMENT NO. 4 dated as of November 26, 2019 (this “Amendment”) to the Amended and Restated Revolving Credit Agreement dated as of November 19, 2015, as amended by Amendment No. 1 dated as of November 18, 2016, as further amended by Amendment No. 2 dated as of November 20, 2017 and as further amended by Amendment No. 3 dated as of November 28, 2018, among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, the BANKS party thereto from time to time, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Initial Issuing Bank, MIZUHO BANK (USA), as Syndication Agent, and MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), PNC BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA and ROYAL BANK OF CANADA, as Co-Documentation Agents (the “Existing Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”).
W I T N E S S E T H :
WHEREAS, the Borrower has requested that the Banks party to the Existing Credit Agreement, immediately prior to the effectiveness of this Amendment (each, an “Existing Bank”) enter into this Amendment pursuant to which certain provisions of the Existing Credit Agreement will be amended, including, but not limited to, an increase to the “Lien Exception Amount”(as defined therein) to $15,000,000,000;
WHEREAS, each financial institution identified on Schedule 1 hereto as a “Committing Bank” (each, a “Committing Bank”) has agreed, on the terms and conditions set forth herein, to provide Commitments terminating on the Commitment Termination Date in the amounts set forth on Schedule 1 hereto opposite such Committing Bank’s name under the heading “Commitment” (the “Updated Commitments”);
WHEREAS, on the Fourth Amendment Effective Date (as defined in Section 7 below), the existing Commitment of each Committing Bank will be converted into an Updated Commitment; and
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Existing Credit Agreement or in the Amended Credit Agreement, as the context shall require, has the meaning assigned to such term in the Existing Credit Agreement or in the Amended Credit Agreement, as applicable. Each reference to
“hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Amendment” and each other similar reference contained in the Existing Credit Agreement shall, on and after the Fourth Amendment Effective Date, refer to the Amended Credit Agreement.
Section 2. Amended Terms and Fourth Amendment Effective Date Transactions.
(a) Each of the parties hereto agrees that, effective on the Fourth Amendment Effective Date, the Existing Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the amended pages of the Existing Credit Agreement attached hereto as Exhibit A, and the Banks party hereto authorize the Administrative Agent and the Borrower to prepare a conformed copy of the Amended Credit Agreement that includes the changes contained in, and consistent with, the amended pages attached as Exhibit A.
(b) Notwithstanding Section 2.10 of the Existing Credit Agreement, on the Fourth Amendment Effective Date, the Commitment of each of Mizuho Bank, Ltd., JPMorgan Chase Bank, N.A., Royal Bank of Canada, The Bank of Nova Scotia and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd..) shall be reduced to $150,000,000.
(c) PNC Capital Markets LLC is hereby appointed as Co-Lead Arranger and PNC Bank, National Association is hereby appointed as Co-Documentation Agent.
Section 3. Representations of Borrower. The Borrower represents and warrants, as of the date hereof, that:
(a) the Borrower has the corporate power and authority to execute, deliver and perform its obligations under this Amendment and under the Amended Credit Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Amendment and the Amended Credit Agreement. The Borrower has duly executed and delivered this Amendment, and this Amendment and the Amended Credit Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceeding in equity or at law);
(b) no material authorization, consent, approval or license of, or declaration, filing or registration with or exemption by, any Governmental Authority, body or agency is required in connection with the execution, delivery and performance by the Borrower of this Amendment. The Banks acknowledge that the Borrower may file this Amendment with the Securities and Exchange Commission on or after the Fourth Amendment Effective Date; and
(c) the execution, delivery and performance by the Borrower of this Amendment and the Amended Credit Agreement, the borrowings contemplated hereunder and the use of the proceeds thereof will not (i) contravene any material provision of any law, statute, rule or
2
regulation or any order, writ, injunction or decree of any court or Governmental Authority to which the Borrower is subject, (ii) require any consent under, or violate or result in any breach of any of the material terms, covenants, conditions or provisions of, or constitute a material default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower pursuant to the terms of the Amended Credit Agreement or any material indenture, mortgage, deed of trust, agreement or instrument, in each case to which the Borrower is a party or by which it or any its property or assets is bound or to which it may be subject, or (iii) violate any provision of the articles of incorporation or by-laws, as applicable, of the Borrower.
Section 4. GOVERNING LAW. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AMENDMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO OR ANY BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AGAINST ANY OTHER PARTY HERETO OR ANY BANK OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
3
(d) EACH PARTY TO THIS AMENDMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.01 OF THE AMENDED CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AMENDMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
Section 5. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Section 7. Effectiveness. This Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) on which the Administrative Agent shall have received the following documents or other items, each dated the Fourth Amendment Effective Date unless otherwise indicated:
(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from each of JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, Royal Bank of Canada and The Bank of Nova Scotia, as Required Banks under the Existing Credit Agreement;
(b) receipt by the Administrative Agent of an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F to the Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton Rose Fulbright US LLP, subject to customary assumptions, qualifications and limitations;
(c) receipt by the Administrative Agent of a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 of the Amended Credit Agreement have been satisfied as of the Fourth Amendment Effective Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance;
(d) receipt by the Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;
4
(e) receipt by the Administrative Agent and the Syndication Agent (or their respective permitted assigns) and by each Co-Lead Arranger of all fees required to be paid in the respective amounts heretofore mutually agreed in writing, and all expenses required to be reimbursed pursuant to the terms of the Existing Credit Agreement and for which invoices have been presented, at least one (1) business day prior to the Fourth Amendment Effective Date;
(f) receipt by the Administrative Agent and the Banks of a Beneficial Ownership Certification on the Fourth Amendment Effective Date and all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56) and the FinCEN beneficial ownership regulations under the Beneficial Ownership Regulation; and
(g) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Amendment all in form and substance reasonably satisfactory to the Administrative Agent.
The Administrative Agent shall promptly notify the Borrower and the Bank Parties of the Fourth Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION | |
By: | /s/ J. ANDREW DON |
Name: J. Andrew Don | |
Title: Senior Vice President and Chief Financial Officer | |
Signature Page to Amendment No. 4 – 2023 Facility
JPMORGAN CHASE BANK, N.A., as Administrative Agent, Initial Issuing Bank and Bank | |
By: | /s/ AMIT GAUR |
Name: Amit Gaur | |
Title: Vice President | |
Signature Page to Amendment No. 4 – 2023 Facility
MIZUHO BANK, LTD., as Syndication Agent and Bank | |
By: | /s/ Edward Sacks |
Name: Edward Sacks | |
Title: Authorized Signatory | |
Signature Page to Amendment No. 4 – 2023 Facility
SIGNATURE PAGE TO AMENDMENT NO. 4 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2015, AS AMENDED BY AMENDMENT NO. 1 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 18, 2016, AS FURTHER AMENDED BY AMENDMENT NO. 2 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 20, 2017, AS FURTHER AMENDED BY AMENDMENT NO. 3 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 28, 2018 AMONG NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, AS BORROWER, THE BANKS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, MIZUHO BANK (USA) AS SYNDICATION AGENT AND THE OTHER AGENTS PARTY THERETO (THE “EXISTING CREDIT AGREEMENT”).
MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.) | |
By: | /s/ Cherese Joseph |
Name: Cherese Joseph | |
Title: Vice President | |
Signature Page to Amendment No. 4 – 2023 Facility
SIGNATURE PAGE TO AMENDMENT NO. 4 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2015, AS AMENDED BY AMENDMENT NO. 1 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 18, 2016, AS FURTHER AMENDED BY AMENDMENT NO. 2 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 20, 2017, AS FURTHER AMENDED BY AMENDMENT NO. 3 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 28, 2018 AMONG NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, AS BORROWER, THE BANKS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, MIZUHO BANK (USA) AS SYNDICATION AGENT AND THE OTHER AGENTS PARTY THERETO (THE “EXISTING CREDIT AGREEMENT”).
PNC BANK, NATIONAL ASSOCIATION | |
By: | /s/ Nancy Rosal Bonnell |
Name: Nancy Rosal Bonnell | |
Title: Sr. Vice President | |
Signature Page to Amendment No. 4 – 2023 Facility
SIGNATURE PAGE TO AMENDMENT NO. 4 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2015, AS AMENDED BY AMENDMENT NO. 1 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 18, 2016, AS FURTHER AMENDED BY AMENDMENT NO. 2 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 20, 2017, AS FURTHER AMENDED BY AMENDMENT NO. 3 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 28, 2018 AMONG NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, AS BORROWER, THE BANKS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, MIZUHO BANK (USA) AS SYNDICATION AGENT AND THE OTHER AGENTS PARTY THERETO (THE “EXISTING CREDIT AGREEMENT”).
THE BANK OF NOVA SCOTIA | |
By: | /s/ David Dewar |
Name: David Dewar | |
Title: Director | |
Signature Page to Amendment No. 4 – 2023 Facility
SIGNATURE PAGE TO AMENDMENT NO. 4 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2015, AS AMENDED BY AMENDMENT NO. 1 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 18, 2016, AS FURTHER AMENDED BY AMENDMENT NO. 2 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 20, 2017, AS FURTHER AMENDED BY AMENDMENT NO. 3 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 28, 2018 AMONG NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, AS BORROWER, THE BANKS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, MIZUHO BANK (USA) AS SYNDICATION AGENT AND THE OTHER AGENTS PARTY THERETO (THE “EXISTING CREDIT AGREEMENT”).
ROYAL BANK OF CANADA | |
By: | /s/ Justin Painter |
Name: Justin Painter | |
Title: Authorized Signatory | |
Signature Page to Amendment No. 4 – 2023 Facility
SIGNATURE PAGE TO AMENDMENT NO. 4 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2015, AS AMENDED BY AMENDMENT NO. 1 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 18, 2016, AS FURTHER AMENDED BY AMENDMENT NO. 2 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 20, 2017, AS FURTHER AMENDED BY AMENDMENT NO. 3 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 28, 2018 AMONG NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, AS BORROWER, THE BANKS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, MIZUHO BANK (USA) AS SYNDICATION AGENT AND THE OTHER AGENTS PARTY THERETO (THE “EXISTING CREDIT AGREEMENT”).
KEYBANK NATIONAL ASSOCIATION | |
By: | /s/ Benjamin C. Cooper |
Name: Benjamin C. Cooper | |
Title: Vice President | |
Signature Page to Amendment No. 4 – 2023 Facility
SIGNATURE PAGE TO AMENDMENT NO. 4 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2015, AS AMENDED BY AMENDMENT NO. 1 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 18, 2016, AS FURTHER AMENDED BY AMENDMENT NO. 2 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 20, 2017, AS FURTHER AMENDED BY AMENDMENT NO. 3 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 28, 2018 AMONG NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, AS BORROWER, THE BANKS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, MIZUHO BANK (USA) AS SYNDICATION AGENT AND THE OTHER AGENTS PARTY THERETO (THE “EXISTING CREDIT AGREEMENT”).
US Bank National Association | |
By: | /s/ Eric J. Cosgrove |
Name: Eric J. Cosgrove | |
Title: Senior Vice President | |
Signature Page to Amendment No. 4 – 2023 Facility
SIGNATURE PAGE TO AMENDMENT NO. 4 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2015, AS AMENDED BY AMENDMENT NO. 1 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 18, 2016, AS FURTHER AMENDED BY AMENDMENT NO. 2 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 20, 2017, AS FURTHER AMENDED BY AMENDMENT NO. 3 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 28, 2018 AMONG NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, AS BORROWER, THE BANKS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, MIZUHO BANK (USA) AS SYNDICATION AGENT AND THE OTHER AGENTS PARTY THERETO (THE “EXISTING CREDIT AGREEMENT”).
SUNTRUST BANK | |
By: | /s/ CARMEN MALIZIA |
Name: Carmen Malizia | |
Title: Director | |
Signature Page to Amendment No. 4 – 2023 Facility
SIGNATURE PAGE TO AMENDMENT NO. 4 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2015, AS AMENDED BY AMENDMENT NO. 1 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 18, 2016, AS FURTHER AMENDED BY AMENDMENT NO. 2 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 20, 2017, AS FURTHER AMENDED BY AMENDMENT NO. 3 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 28, 2018 AMONG NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, AS BORROWER, THE BANKS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, MIZUHO BANK (USA) AS SYNDICATION AGENT AND THE OTHER AGENTS PARTY THERETO (THE “EXISTING CREDIT AGREEMENT”).
REGIONS BANK | |
By: | /s/ TEDRICK TARVER |
Name: Tedrick Tarver | |
Title: Director | |
Signature Page to Amendment No. 4 – 2023 Facility
SIGNATURE PAGE TO AMENDMENT NO. 4 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2015, AS AMENDED BY AMENDMENT NO. 1 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 18, 2016, AS FURTHER AMENDED BY AMENDMENT NO. 2 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 20, 2017, AS FURTHER AMENDED BY AMENDMENT NO. 3 TO THE EXISTING CREDIT AGREEMENT, DATED AS OF NOVEMBER 28, 2018 AMONG NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, AS BORROWER, THE BANKS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, MIZUHO BANK (USA) AS SYNDICATION AGENT AND THE OTHER AGENTS PARTY THERETO (THE “EXISTING CREDIT AGREEMENT”).
APPLE BANK FOR SAVINGS | |
By: | /s/ JONATHAN C. BYRON |
Name: Jonathan C. Byron | |
Title: Senior Vice President | |
Signature Page to Amendment No. 4 – 2023 Facility
SCHEDULE 1
UPDATED COMMITMENTS
Committing Banks | Commitment | ||
JPMorgan Chase Bank, N.A. | $150,000,000.00 | ||
Mizuho Bank, Ltd. | $150,000,000.00 | ||
Royal Bank of Canada | $150,000,000.00 | ||
The Bank of Nova Scotia | $150,000,000.00 | ||
MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.) | $150,000,000.00 | ||
PNC Bank, National Association | $150,000,000.00 | ||
KeyBank National Association | $180,000,000.00 | ||
US Bank National Association | $125,000,000.00 | ||
SunTrust Bank | $125,000,000.00 | ||
Regions Bank | $75,000,000.00 | ||
Apple Bank for Savings | $5,000,000.00 | ||
Total: | $1,410,000,000.00 | ||
EXHIBIT A
NOT A LEGAL DOCUMENT
COMPOSITE COPY REFLECTING
AMENDMENT NO. 34
DATED AS OF NOVEMBER 2826, 20182019
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
dated as of
November 19, 2015
among
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION,
COOPERATIVE FINANCE CORPORATION,
THE BANKS LISTED HEREIN,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Initial Issuing Bank,
as Administrative Agent and Initial Issuing Bank,
MIZUHO BANK, LTD.,
as successor Syndication Agent,
as successor Syndication Agent,
and
MUFG BANK, LTD,
(F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
(F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
PNC BANK, NATIONAL ASSOCIATION,
THE BANK OF NOVA SCOTIA,
and
ROYAL BANK OF CANADA
as Co-Documentation Agents
___________________________
THE BANK OF NOVA SCOTIA,
and
ROYAL BANK OF CANADA
as Co-Documentation Agents
___________________________
J.P. MORGAN CHASE BANK, N.A.
MIZUHO BANK, LTD.
MUFG BANK, LTD.
(F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
(F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
PNC CAPITAL MARKETS LLC
THE BANK OF NOVA SCOTIA,
and
RBC CAPITAL MARKETS
and
RBC CAPITAL MARKETS
as Co-Lead Arrangers and Joint Bookrunners
TABLE OF CONTENTS
——————————
PAGE
ARTICLE 1
DEFINITIONS
Section 1.01. Definitions.........................................................................................................................1
Section 1.02. Accounting Terms and Determinations.......................................................................2324
Section 1.03. Types of Borrowings.......................................................................................................24
Section 1.04. Letter of Credit............................................................................................................2425
ARTICLE 2
THE CREDITS
Section 2.01. Commitments to Lend and Issue Letters of Credit......................................................2425
Section 2.02. Notice of Committed Borrowings...................................................................................27
Section 2.03. Money Market Borrowings..........................................................................................2728
Section 2.04. Notice to Banks; Funding of Loans.............................................................................3132
Section 2.05. Notes............................................................................................................................3233
Section 2.06. Maturity of Loans........................................................................................................3334
Section 2.07. Interest Rates...............................................................................................................3334
Section 2.08. Method of Electing Interest Rates...............................................................................3637
Section 2.09. Fees.............................................................................................................................3738
Section 2.10. Optional Termination or Reduction of Commitments.................................................3940
Section 2.11. Mandatory Termination of Commitments....................................................................3940
Section 2.12. Optional Prepayments.................................................................................................3940
Section 2.13. General Provisions as to Payments............................................................................ 3941
Section 2.14. Funding Losses............................................................................................................4041
Section 2.15. Computation of Interest and Fees...............................................................................4042
Section 2.16. Taxes............................................................................................................................4142
Section 2.17. Increase of Commitments............................................................................................4546
Section 2.18. Replacement of Banks.................................................................................................4647
Section 2.19. Defaulting Banks.........................................................................................................4849
Section 2.20. Issuance of Letters of Credit; Drawings and
Reimbursements; Auto-Extension Letters of Credit;
Funding of Participations...........................................................................................5152
Section 2.21. [Reserved]...................................................................................................................5960
Section 2.22. Extension of Commitment Termination Date................................................................5960
ARTICLE 3
CONDITIONS
Section 3.01. Effectiveness................................................................................................................6163
Section 3.02. [Reserved]...................................................................................................................6364
i
Section 3.03. Borrowings and L/C Credit Extensions......................................................................6364
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
Section 4.01. Corporate Existence, Power and Authority.................................................................6465
Section 4.02. Financial Statements...................................................................................................6566
Section 4.03. Litigation.....................................................................................................................6667
Section 4.04. Governmental Authorizations.....................................................................................6667
Section 4.05. Members’ Subordinated Certificates...........................................................................6667
Section 4.06. No Violation of Agreements.........................................................................................6668
Section 4.07. No Event of Default under the Indentures...................................................................6768
Section 4.08. Compliance with ERISA..............................................................................................6768
Section 4.09. Compliance with Other Laws......................................................................................6869
Section 4.10. Tax Status....................................................................................................................6869
Section 4.11. Investment Company Act.............................................................................................6869
Section 4.12. Disclosure...................................................................................................................6869
Section 4.13. Subsidiaries.................................................................................................................6869
Section 4.14. Environmental Matters................................................................................................6869
Section 4.15. Anti-Corruption Laws and Sanctions..........................................................................6970
ARTICLE 5
COVENANTS
Section 5.01. Corporate Existence....................................................................................................6971
Section 5.02. Disposition of Assets, Merger, Character of Business, etc..........................................6971
Section 5.03. Financial Information.................................................................................................7071
Section 5.04. Default Certificates.....................................................................................................7173
Section 5.05. Notice of Litigation and Defaults................................................................................7273
Section 5.06. ERISA..........................................................................................................................7274
Section 5.07. Payment of Charges....................................................................................................7274
Section 5.08. Inspection of Books and Assets...................................................................................7374
Section 5.09. Indebtedness................................................................................................................7374
Section 5.10. Liens............................................................................................................................7475
Section 5.11. Maintenance of Insurance...........................................................................................7576
Section 5.12. Subsidiaries and Joint Ventures..................................................................................7576
Section 5.13. Minimum TIER.............................................................................................................7677
Section 5.14. Retirement of Patronage Capital.................................................................................7677
Section 5.15. Use of Proceeds...........................................................................................................7678
Section 5.16. Compliance with Laws................................................................................................7778
ARTICLE 6
DEFAULTS
Section 6.01. Events of Default.........................................................................................................7778
ii
Section 6.02. Actions In Respect Of Letters Of Credit Upon Default...............................................7981
Section 6.03. Notice of Default.........................................................................................................8081
ARTICLE 7
THE ADMINISTRATIVE AGENT
Section 7.01. Appointment and Authorization..................................................................................8081
Section 7.02. Administrative Agent and Affiliates............................................................................8082
Section 7.03. Action by Administrative Agent...................................................................................8082
Section 7.04. Consultation with Experts...........................................................................................8082
Section 7.05. Liability of Administrative Agent................................................................................8082
Section 7.06. Indemnification............................................................................................................8182
Section 7.07. Credit Decision.............................................................................................................8183
Section 7.08. Successor Administrative Agent.................................................................................8283
Section 7.09. Co-Documentation Agents, Syndication Agent and Co-
Lead Arrangers Not Liable .........................................................................................8284
Section 7.10. Calculations.................................................................................................................8284
ARTICLE 8
CHANGE IN CIRCUMSTANCES
Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair........................................8384
Section 8.02. Illegality..................................................................................................................... 8385
Section 8.03. Increased Cost and Reduced Return..........................................................................8485
Section 8.04. Base Rate Loans Substituted for Affected Euro-Dollar Loans...................................8688
ARTICLE 9
MISCELLANEOUS
Section 9.01. Notices........................................................................................................................8688
Section 9.02. No Waivers..................................................................................................................8890
Section 9.03. Expenses; Documentary Taxes; Indemnification........................................................8890
Section 9.04. Sharing of Set-offs.......................................................................................................8990
Section 9.05. Amendments and Waivers...........................................................................................8991
Section 9.06. Successors and Assigns..............................................................................................9092
Section 9.07. Collateral...................................................................................................................9394
Section 9.08. Governing Law...........................................................................................................9395
Section 9.09. Counterparts; Integration..........................................................................................9495
Section 9.10. Several Obligations....................................................................................................9495
Section 9.11. Severability.................................................................................................................9496
Section 9.12. Confidentiality............................................................................................................9496
Section 9.13. WAIVER OF JURY TRIAL.........................................................................................9596
Section 9.14. USA Patriot Act..........................................................................................................9596
Section 9.15. ICC Transactions.......................................................................................................9597
Section 9.16. Acknowledgement and Consent to Bail-In.................................................................9698
iii
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 19, 2015, is made by and among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Initial Issuing Bank for the Letters of Credit issued or to be issued pursuant to this Agreement, MIZUHO BANK, LTD., as successor Syndication Agent, and MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), PNC BANK, NATIONAL ASSOCIATION,THE BANK OF NOVA SCOTIA and ROYAL BANK OF CANADA, as Co-Documentation Agents.
WHEREAS, the Borrower, the several Banks, the Administrative Agent, the Syndication Agent and Co-Documentation Agents (as each is defined hereinafter) entered into a Revolving Credit Agreement dated as of October 21, 2011, as amended by Amendment No. 1 dated as of March 28, 2013, Amendment No. 2 dated as of October 28, 2013 and Amendment No. 3 dated as of October 28, 2014 (collectively, the “Existing Credit Agreement”); and
WHEREAS, the Borrower has requested that the Banks, the Administrative Agent, the Syndication Agent and the Co-Documentation Agents agree, on the terms and conditions set forth herein, to amend and restate the Existing Credit Agreement. The Banks, Administrative Agent, Syndication Agent and Co-Documentation Agents have indicated their willingness to amend and restate the Existing Credit Agreement on the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby amend and restate the Existing Credit Agreement in its entirety and the parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS
DEFINITIONS
Section 1.01. Definitions. The following terms, as used herein, have the following meanings:
“1994 Indenture” means the Indenture dated as of February 15, 1994 and as amended as of September 16, 1994 between the Borrower and U.S. Bank National Association, as trustee, as amended and supplemented from time to time, providing for the issuance in series of certain collateral trust bonds of the Borrower.
“2007 Indenture” means the Indenture dated as of October 25, 2007 between the Borrower and U.S. Bank National Association, as trustee, as
amended and supplemented from time to time, providing for the issuance in series of certain collateral trust bonds of the Borrower.
“2016 Amendment” means Amendment No. 1 to this Agreement dated as of November 18, 2016 among the Borrower, the Administrative Agent, the Syndication Agent and the Banks thereto.
“2017 Amendment” means Amendment No. 2 to this Agreement dated as of November 20, 2017 among the Borrower, the Administrative Agent, the Syndication Agent and the Banks thereto.
“2017 Fee Letters” means those certain Fee Letters dated October 13, 2017 among the Borrower, the Administrative Agent and the Syndication Agent.
“2018 Amendment” means Amendment No. 3 to this Agreement dated as of November 28, 2018 among the Borrower, the Administrative Agent, the Syndication Agent and the Banks thereto.
“2018 Fee Letters” means those certain Fee Letters dated October 16, 2018 among the Borrower, the Administrative Agent and the Syndication Agent.
“2019 Amendment” means Amendment No. 4 to this Agreement dated as of November [26], 2019 among the Borrower, the Administrative Agent, the Syndication Agent and the Banks thereto.
“2019 Fee Letters” means those certain Fee Letters dated October 16, 2019 among the Borrower, the Administrative Agent, the Syndication Agent and the Co-Lead Arrangers; provided, that, it is understood that the Agency Fee and Fronting Letter, dated October 16, 2018 between the Borrower and the Administrative Agent is still in effect and shall be considered a 2019 Fee Letter.
“Absolute Rate Auction” means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.
“Additional Commitment Bank” has the meaning set forth in Section 2.22(d).
“Adjusted London Interbank Offered Rate” has the meaning set forth in Section 2.07(b).
“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Banks hereunder, and its successors in such capacity.
“Administrative Questionnaire” means, with respect to each Bank, the administrative questionnaire in the form submitted to such Bank by the
2
pursuant to Basel III, shall be deemed to be a “Change in Law”, regardless of the date adopted, issued, promulgated or implemented, but only if any such requirements are generally applicable to (and for which reimbursement is generally being sought by the Banks in respect of) credit transactions similar to this transaction from borrowers similarly situated to the Borrower.
“Code” means the Internal Revenue Code of 1986, as amended.
“Co-Documentation Agents” means MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, The Bank of Nova Scotia and Royal Bank of Canada, each in their respective capacity as documentation agent hereunder, and their respective successors in such capacity.
“Co-Lead Arrangers” means J.P. Morgan Chase Bank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Capital Markets LLC, The Bank of Nova Scotia, and RBC Capital Markets, RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates. each in their capacity as co-lead arranger and joint bookrunner.
“Commitment” means (i) with respect to any Bank, the amount, if any, set forth opposite the name of such Bank on the Commitment Schedule and (ii) with respect to any Bank that is an Assignee pursuant to Section 9.06(c), the amount of the transferor Bank’s commitment specified on the Commitment Schedule that is assigned to such Bank, and further, any subsequent assignment made by an Assignee to another Assignee of such amounts pursuant to Section 9.06(c), in each case as such amount may from time to time be increased or decreased from time to time in accordance with the terms and conditions of this Agreement.
“Commitment Schedule” means the commitment schedule attached hereto under the heading, Commitment Schedule.
“Commitment Termination Date” means November 28, 2023 or, if such day is not a Euro-Dollar Business Day, the immediately preceding Euro-Dollar Business Day.
“Committed Borrowing” means a Borrowing under Section 2.01(a).
“Committed Loan” means a Revolving Loan; provided that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term “Committed Loan” shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.
“Confidential Information” has the meaning set forth in Section 9.12.
________________________
1RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.
6
“Fixed Rate Loans” means Euro‑Dollar Loans or Money Market Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate pursuant to Section 8.01) or any combination of the foregoing.
“Foreclosed Asset” has the meaning set forth in Section 5.12.
“Fourth Amendment Effective Date” means the Fourth Amendment Effective Date as defined in the 2019 Amendment.
“Fronting Fee” has the meaning specified in Section 2.09(d).
“Governmental Authority” means any national, state, county, city, town, village, municipal or other government department, commission, board, bureau, agency, authority or instrumentality of a country or any political subdivision thereof, exercising executive, legislative, judicial, regulatory or administrative powers or functions of or pertaining to government.
“Group of Loans” means, at any time, a group of Loans consisting of (i) all Committed Loans which are Base Rate Loans at such time or (ii) all Euro-Dollar Loans having the same Interest Period at such time; provided that if a Committed Loan of any particular Bank is converted to or made as a Base Rate Loan pursuant to Article 8, such Loan shall be included in the same Group or Groups of Loans from time to time as it would have been in if it had not been so converted or made.
“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness or lease payments of any other Person or otherwise in any manner assuring the holder of any Indebtedness of, or the obligee under any lease of, any other Person through an agreement, contingent or otherwise, to purchase Indebtedness or the property subject to such lease, or to purchase goods, supplies or services primarily for the purpose of enabling the debtor or obligor to make payment of the Indebtedness or under such lease or of assuring such Person against loss, or to supply funds to or in any other manner invest in the debtor or obligor, or otherwise; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” when used as a verb has a correlative meaning.
“Guaranteed Portion” has the meaning set forth in the definition of RUS Guaranteed Loan.
“Hazardous Substances” means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by‑products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.
“Honor Date” has the meaning specified in Section 2.20(b)(i).
12
“Letter of Credit Sublimit” means $150,000,000. The Letter of Credit Sublimit is part of , and not in addition to, the aggregate Commitments.
“Letters of Credit” means letters of credit issued by any Issuing Bank pursuant to Section 2.01(b) and any Existing Letters of Credit.
“LIBOR Auction” means a solicitation of Money Market Quotes setting forth Money Market Margins based on the London Interbank Offered Rate pursuant to Section 2.03.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, the Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.
“Lien Exception Amount” means $10,000,000,000 plus an amount equal to the incremental increase in the allocated amount of REDLG Obligations from the Amendment Effective Date; provided that the Lien Exception Amount shall at no time exceed $12,500,000,000.15,000,000,000.
“Loan” means a Base Rate Loan or a Euro‑Dollar Loan or a Money Market Loan in each case, made by any Bank, as applicable and “Loans” means Base Rate Loans or Euro‑Dollar Loans or Money Market Loans or any combination of the foregoing in each case made hereunder by a Bank.
“London Interbank Offered Rate” has the meaning set forth in Section 2.07(b).
“Maturity Date” means (i) with respect to any Revolving Loan, the Commitment Termination Date and (ii) with respect to any Money Market Loan, the last day of the Interest Period applicable thereto.
“Member” means any Person which is a member or a patron of the Borrower.
“Members’ Subordinated Certificate” means a note of the Borrower or its Consolidated Entities substantially in the form of the membership subordinated subscription certificates and the loan and guarantee subordinated certificates outstanding on the date of the execution and delivery of this Agreement and any other Indebtedness of the Borrower or its Consolidated Entities having substantially similar provisions as to subordination as those contained in said outstanding membership subordinated subscription certificates and loan and guarantee subordinated certificates.
“Money Market Absolute Rate” has the meaning set forth in Section 2.03(d)(ii)(D).
17
(a)such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding the Commitment Termination Date.
(i)No Issuing Bank shall be under any obligation to make any L/C Credit Extension if:
(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that the Issuing Bank refrain from the issuance of Letters of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the ThirdFourth Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the ThirdFourth Amendment Effective Date and which such Issuing Bank in good faith reasonably deems material to it; provided, however, that in the event a Bank Party participating in the Letters of Credit is not affected by any such restriction, requirement or imposition, and is able to issue such Letter of Credit and expressly agrees in its sole discretion to issue such Letter of Credit, such Bank Party, subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, shall issue such Letter of Credit and shall be deemed the Issuing Bank with regard to such Letter of Credit for all purposes of this Agreement;
(B)the making of such L/C Credit Extension would violate any Applicable Laws;
(C)except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $25,000;
(D)such L/C Credit Extension is to be denominated in a currency other than Dollars;
27
Administrative Agent for the account of each Bank in accordance with its Pro Rata Share a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to a rate per annum equal to (i) with respect to Standby Letters of Credit, the Euro-Dollar Margin in effect from time to time and (ii) with respect to (A) Performance Letters of Credit, (B) Trade Letters of Credit or (C) Back-Up Letters of Credit in support of performance letters of credit or trade letters of credit issued by the Borrower, 50% of the Euro-Dollar Margin in effect from time to time, in each case, multiplied by the average daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) during the relevant calendar quarter or portion then ended. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears on the basis of the actual number of days elapsed in a year of 360 days (including the first day but excluding the last day), as pro-rated for any partial quarter, as applicable, and (ii) subject to Section 2.19(a)(ii), due and payable on each January 1, April 1, July 1 and October 1, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. Notwithstanding anything to the contrary contained herein, upon the request of the Required Banks, while any payment-related Event of Default exists, all Letter of Credit Fees shall accrue at a rate per annum equal to the Euro-Dollar Margin plus 2%.
[d] Fronting Fee and Documentary and Processing Charges Payable to Issuing Banks, Etc. The Borrower shall pay directly to the relevant Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued hereunder on the average daily maximum amount available to be drawn under such Letter of Credit in an amount to be agreed between the Borrower and the applicable Issuing Bank of the L/C Obligations (whether or not such maximum amount is then in effect under such Letter of Credit) (the “Fronting Fee”). The Fronting Fee shall be computed on a quarterly basis in arrears on the basis of the actual number of days elapsed in a year of 360 days (including the first day but excluding the last day), as pro-rated for any partial quarter, as applicable, and shall be due and payable on each January 1, April 1, July 1 and October 1, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall, with respect to all Letters of Credit issued at its request, pay directly to each Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
[e] Amendment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Bank on the ThirdFourth Amendment Effective Date the upfront fees required to be paid on such date, as set forth in the 20182019 Fee Letters
40
the respective amounts heretofore mutually agreed in writing, and all expenses for which invoices have been presented, on or before the Amendment Effective Date;
[g] receipt by the Administrative Agent and the Banks of all documentation and other information requested by the Administrative Agent or such Bank and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56); and
[h] receipt by the Administrative Agent of all documents the Required Banks may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent.
The Administrative Agent shall promptly notify the Borrower and the Bank Parties of the Amendment Effective Date, and such notice shall be conclusive and binding on all parties hereto.
Section 3.02. [Reserved]
Section 3.03 Borrowings and L/C Credit Extensions. The obligation of any Bank to make a Loan on the occasion of any Borrowing and the obligation of the Issuing Bank to issue, amend or increase the principal amount thereof or extend any Letter of Credit (other than an extension pursuant to an Auto-Extension Letter of Credit in accordance with the original terms thereof) is subject to the satisfaction of the following conditions, in each case at the time of such Borrowing or L/C Credit Extensions and immediately thereafter:
[a] The Amendment Effective Date shall have occurred on or prior to November 19, 2015, the First Amendment Effective Date shall have occurred on or prior to November 18, 2016, the Second Amendment Effective Date shall have occurred on or prior to November 20, 2017 and, the Third Amendment Effective Date shall have occurred on or prior to November 28, 2018 and the Fourth Amendment Effective Date shall have occurred on or prior to November 26, 2019;
[b] receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be;
[c] the fact that the Borrower is in compliance with Section 7.11 of the 1994 Indenture, as such Indenture is in effect as of the Effective Date and the Amendment Effective Date;
[d] Prior to the Commitment Termination Date, the fact that the sum of (i) the aggregate outstanding principal amount of the Loans and (ii) the Outstanding Amount of L/C Obligations will not exceed the Aggregate
65
Commitments (as such Commitments may be increased or decreased from time to time in accordance with the terms and conditions of this Agreement)
[e] the fact that no Default shall have occurred and be continuing;
[f] the fact that the representations and warranties of the Borrower (in the case of a Borrowing or L/C Credit Extension, other than the representations set forth in Section 4.02(c), Section 4.03 and Section 4.14) contained in this Agreement shall be true in all material respects (other than any such representations or warranties that, by their terms, refer to a specific date other than the date of Borrowing or L/C Credit Extension, in which case such representations and warranties shall be true in all material respects as of such specific date); provided that, (i) in the case of the representations set forth in Section 4.02(a) and Section 4.02(b) being made after the Amendment Effective Date shall be deemed to refer to the most recent balance sheets and statements furnished pursuant to Section 5.03(b)(ii) and Section 5.03(b)(i), respectively and (ii) in the case of the representation set forth in Section 4.06 being made after the ThirdFourth Amendment Effective Date, such representation shall be true except to the extent not reasonably expected to have a material adverse effect on the business, financial position or results of operations of the Borrower; and
[g] the fact that (i) there shall be no collateral securing Bonds issued pursuant to any Indenture of a type other than the types of collateral permitted to secure Bonds issued pursuant to such Indenture as of the date hereof, (ii) the allowable amount of eligible collateral then pledged under any Indenture shall not exceed 150% of the aggregate principal amount of Bonds then outstanding under such Indenture and (iii) no collateral shall secure Bonds other than (A) eligible collateral under such Indenture, the allowable amount of which is included within the computation under subsection (ii) above or (B) collateral previously so pledged which ceases to be such eligible collateral not as a result of any acts or omissions to act of the Borrower (other than the declaration of an “event of default” as defined in a mortgage which results in the exercise of any right or remedy described in such mortgage).
Each Borrowing or L/C Credit Extension hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or L/C Credit Extension as to the facts specified in clauses (c), (d), (e), (f) and (g) of this Section 3.03.
Article 4
Representations and Warranties
The Borrower makes the following representations, warranties and agreements, which shall survive the execution and delivery of this Agreement and the Notes and the making of the Loans or L/C Credit Extensions:
66
ROYAL BANK OF CANADAPNC CAPITAL MARKETS LLC, as Co-Documentation Agent | |
By: | /s/ Rahul D. ShahBrian Prettyman |
Name: Rahul D. ShahBrian Prettyman | |
Title: Authorized SignatoryManaging Director | |
Signature Page to 20202023 Facility
ROYAL BANK OF CANADA | |
By: | /s/ Rahul D. Shah |
Name: Rahul D. Shah | |
Title: Authorized Signatory | |
Signature Page to 20202023 Facility
AGENT SCHEDULE
Institution | Title |
JPMorgan Chase Bank, N.A. | Administrative Agent |
Mizuho Bank, Ltd. | Syndication Agent |
MUFG Bank, Ltd. (f/k/aThe Bank of Tokyo-Mitsubishi UFJ, Ltd.) | Co-Documentation Agent |
PNC Bank, National Association | Co-Documentation Agent |
The Bank of Nova Scotia | Co-Documentation Agent |
Royal Bank of Canada | Co-Documentation Agent |
Agent Schedule
EXISTING COMMITMENT SCHEDULE
Institution | Commitment Prior to the ThirdFourth Amendment Effective Date | Loans Outstanding on the ThirdFourth Amendment Effective Date | ||||
Bank | $0 | |||||
JPMorgan Chase Bank, N.A. | $180,000,000.00 | $0 | ||||
Mizuho Bank (USA) | $187,500,000.00 | $0 | ||||
Royal Bank of Canada | $187,500,000.00 | $0 | ||||
The Bank of Nova Scotia | $187,500,000.00 | $0 | ||||
MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.) | $187,500,000.00 | $0 | ||||
KeyBank National Association | $180,000,000.00 | $0 | ||||
PNC Bank, National Association | $150,000,000.00 | $0 | ||||
US Bank National Association | $125,000,000.00 | $0 | ||||
SunTrust Bank | $125,000,000.00 | $0 | ||||
Regions Bank | $75,000,000.00 | $0 | ||||
Apple Bank for Savings | $7,500,000.00 | $0 | ||||
Total: | $1 ,592,500,000.00 | $0 | ||||
Existing Commitment Schedule
COMMITMENT SCHEDULE
Commitment Schedule
Bank | Commitment | ||
JPMorgan Chase Bank, N.A. | $175,000,000.00150,000,000.00 | ||
Mizuho Bank, Ltd. | $175,000,000.00150,000,000.00 | ||
Royal Bank of Canada | $175,000,000.00150,000,000.00 | ||
The Bank of Nova Scotia | $175,000,000.00150,000,000.00 | ||
MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.) | $175,000,000.00150,000,000.00 | ||
KeyBank National Association | $180,000,000.00 | ||
PNC Bank, National Association | $150,000,000.00 | ||
US Bank National Association | $125,000,000.00 | ||
SunTrust Bank | $125,000,000.00 | ||
Regions Bank | $75,000,000.00 | ||
Apple Bank for Savings | $5,000,000.00 | ||
Total: | $1,535,000,000.001,410,000,000.00 | ||
Commitment Schedule
EXISTING LETTERS OF CREDIT3
L/C# TFTX-374881 - Deseret Generation & Transmission Cooperative
Beneficiary: Rockwood Casualty Insurance Company
Amount: $1,000,000
Effective Date: October 16, 2012
Expiration Date: November 28, 2018
L/C# SLCLSTL11173 - Allamakee-Clayton Electric Cooperative, Inc.
Beneficiary: Universal Service Administrative Company
Amount: $436,080
Effective Date: March 18, 2016
Expiration Date: March 18, 2018
Existing Letters of Credit
A-1
EXHIBIT A
FORM OF NOTE
New York, New York [DATE]
For value received, National Rural Utilities Cooperative Finance Corporation, a not‑for‑profit cooperative association incorporated under the laws of the District of Columbia (the “Borrower”), promises to pay to the order of [] (the “Bank”), for the account of its Applicable Lending Office, the principal sum of [$_________]($_____),] or, if less, the aggregate unpaid principal amount of each Loan and L/C Borrowing made by the Bank to the Borrower pursuant to the Revolving Credit Agreement referred to below on the Maturity Date with respect to such Loan or L/C Borrowing. The Borrower promises to pay interest on the unpaid principal amount of each such Loan and L/C Borrowing on the dates and at the rate or rates provided for in the Revolving Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of JPMorgan Chase Bank, N.A., 1111 Fannin St., 10th Floor, Houston, TX 77002, Attn: Leslie Hill.
All Loans and L/C Borrowings made by the Bank, the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Bank and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Revolving Credit Agreement.
This note is one of the Notes referred to in that certain Amended and Restated Revolving Credit Agreement, dated as of November 19, 2015, among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, The Bank of Nova Scotia and Royal Bank of Canada as Co-Documentation Agents (as the same may be amended, supplemented or otherwise modified, from time to time, in each case, pursuant to the terms and conditions thereof, the “Revolving Credit Agreement”). Terms defined in the Revolving Credit Agreement are used herein with the same meanings. Reference is made to the Revolving Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. This Note shall be governed by and construed in accordance with the laws of the State of New York.
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EXHIBIT C
FORM OF MONEY MARKET QUOTE REQUEST
[Date]
To: | JPMorgan Chase Bank, N.A. (the “Administrative Agent”) |
From: | National Rural Utilities Cooperative Finance Corporation (the “Borrower”) |
Re: | Amended and Restated Revolving Credit Agreement, dated as of November 19, 2015, among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, The Bank of Nova Scotia and Royal Bank of Canada, as Co-Documentation Agents (as amended, supplemented, or otherwise modified from time to time, in each case, pursuant to the terms and conditions thereof, the “Revolving Credit Agreement”) |
We hereby give notice pursuant to Section 2.03 of the Revolving Credit Agreement that we request Money Market Quotes for the following proposed Money Market Borrowing(s):
Date of Borrowing: __________________
Principal Amount1 Interest Period2
$
Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.]
Terms used herein have the meanings assigned to them in the Revolving Credit Agreement.
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE
CORPORATION
By:
Name:
_____________________________
1Amount must be $10,000,000 or a larger multiple of $1,000,000.
2Any number of whole months (but not less than one month) (LIBOR Auction) or not
less than 30 days (Absolute Rate Auction), subject to the provisions of the definition of Interest
Period.
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Title:
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EXHIBIT D
FORM OF INVITATION FOR MONEY MARKET QUOTES
[Date]
To: | [Name of Bank] |
Re: | Invitation for Money Market Quotes to the National Rural Utilities Cooperative Finance Corporation (the “Borrower”) |
Pursuant to Section 2.03 of the Amended and Restated Revolving Credit Agreement, dated as of November 19, 2015, among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as Syndication Agent, and MUFG Bank, Ltd.(f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, The Bank of Nova Scotia and Royal Bank of Canada, as Co-Documentation Agents (as amended, supplemented or otherwise modified from time to time, in each case, pursuant to the terms and conditions thereof, the “Revolving Credit Agreement”):
Date of Borrowing: __________________
Principal Amount Interest Period
$
Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.]
Please respond to this invitation by no later than 9:30 A.M. (New York City time) on [date].
JPMORGAN CHASE BANK, N.A.
By:
Name:
Title: Authorized Officer
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[provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $ ___________.]**
We understand and agree that the offer[s] set forth above [is][are] subject to the satisfaction of the applicable conditions set forth in the Amended and Restated Revolving Credit Agreement, dated as of November 19, 2015, among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, The Bank of Nova Scotia and Royal Bank of Canada, as Co-Documentation Agents, as amended, supplemented or otherwise modified from time to time, in each case, pursuant to the terms and conditions thereof.
Very truly yours,
[NAME OF BANK]
By:
Name:
Title: Authorized Officer
Dated:
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EXHIBIT F
OPINION OF GENERAL COUNSEL OF THE BORROWER
November 2826, 20182019
To the Administrative Agent and each of the Banks party
to the Revolving Credit Agreement referred to below
c/o JPMorgan Chase Bank, N.A.
1111 Fannin Street, 10th Floor
Houston, TX 77002
to the Revolving Credit Agreement referred to below
c/o JPMorgan Chase Bank, N.A.
1111 Fannin Street, 10th Floor
Houston, TX 77002
Ladies and Gentlemen:
Reference is hereby made to (i) that certain Amended and Restated Revolving Credit Agreement dated as of November 19, 2015 (as amended by the Amendments (defined below), the “Extended Agreement”), by and among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as successor Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), The Bank of Nova Scotia, and Royal Bank of Canada, as Co-Documentation Agents, (ii) that certain Amendment No. 1 dated as of November 18, 2016 ( “Amendment No. 1”), by and among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), The Bank of Nova Scotia, and Royal Bank of Canada, as Co-Documentation Agents and, (iii) that certain Amendment No. 2 dated as of November 20, 2017 (“Amendment No. 2”), by and among the Borrower, the Banks listed on the signature pages thereof, Mizuho Bank, Ltd., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A., as Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), The Bank of Nova Scotia, and Royal Bank of Canada, as Co-Documentation Agents, (iv) that certain Amendment No. 3 dated as of November 2818, 20182016 (“Amendment No. 3”), by and among the Borrower, the Banks listed on the signature pages thereof, Mizuho Bank, Ltd., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A., as Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, The Bank of Nova Scotia, and Royal Bank of Canada, as Co-Documentation Agents and (v) that certain Amendment No. 4 dated as of November 26, 2019 (“Amendment No. 4” and together with Amendment No. 1 and, Amendment No. 2 and Amendment No. 3, the “Amendments”), by and among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank, Ltd., as Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, The Bank of Nova Scotia, and
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Royal Bank of Canada, as Co-Documentation Agents. I, Roberta B. Aronson, General Counsel of the National Rural Utilities Cooperative Finance Corporation (the “Borrower”), am delivering this opinion at the request of the Borrower pursuant to Section 7(b) of Amendment No. 24. Terms defined in the Extended Agreement are used herein as therein defined.
I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. This opinion is limited to the laws of the District of Columbia.
Upon the basis of the foregoing, I am of the opinion that:
1. The Borrower is a cooperative association duly incorporated, validly existing and in good standing under the laws of the District of Columbia and has the corporate power and authority and all material governmental licenses, authorizations, consents and approvals required to own its property and assets and to transact the business in which it is engaged. The Borrower is duly qualified or licensed as a foreign corporation in good standing in every jurisdiction in which the nature of the business in which it is engaged makes such qualification or licensing necessary, except in those jurisdictions in which the failure to be so qualified or licensed would not (after qualification, assuming that the Borrower could so qualify without the payment of any fee or penalty and retain its rights as they existed prior to such qualification all to an extent so that any fees or penalties required to be so paid or any rights not so retained would not, individually or in the aggregate, have a material adverse effect on the business or financial position of the Borrower), individually or in the aggregate, have a material adverse effect upon the business or financial position of the Borrower.
2. The Borrower has the corporate power and authority to execute, deliver and carry out the terms and provisions of the Extended Agreement and each of the Notes dated the date hereof (the “Subject Notes”). The Extended Agreement and the Subject Notes have been duly and validly authorized, executed and delivered by the Borrower.11
3. There are no actions, suits, proceedings or investigations pending or, to my knowledge, threatened against or affecting the Borrower by or before any court or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under the Extended Agreement or the Subject Notes.
_______________________
1 The opinion with respect to the enforceability of the Amended and Restated Revolving Credit Agreement under New York law shall be provided by Borrower’s New York counsel, Norton Rose Fulbright US LLP, subject to customary assumptions, qualifications and limitations.
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EXHIBIT G
ASSIGNMENT AND ASSUMPTION AGREEMENT
AGREEMENT dated as of __________, 20__ among [ASSIGNOR] (the “Assignor”), [ASSIGNEE] (the “Assignee”), NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION (the “Borrower”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Agent”).
W I T N E S S E T H
WHEREAS, this Assignment and Assumption Agreement (the “Agreement”) relates to the Amended and Restated Revolving Credit Agreement, dated as of November 19, 2015 (as amended, supplemented or otherwise modified from time to time, in each case pursuant to the terms and conditions thereof, (the “Credit Agreement”), among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank (the “Agent”), and Mizuho Bank (USA), as Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, The Bank of Nova Scotia and Royal Bank of Canada, as Co-Documentation Agents.
WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment to make Loans and/or make or participate in L/C Obligations to the Borrower in an aggregate principal amount at any time outstanding not to exceed $_________;
WHEREAS, Committed Loans and L/C Obligations made to the Borrower by the Assignor under the Credit Agreement in the aggregate principal amount of $__________ are outstanding at the date hereof; and
WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of the Assignor under the Credit Agreement in respect of a portion of its Commitment thereunder in an amount equal to $__________ (the “Assigned Amount”), together with a corresponding portion of its outstanding Committed Loans and/or L/C Obligations, and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.
SECTION 2. Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment
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EXHIBIT H-1
[FORM OF]
U.S. TAX CERTIFICATE
(For Non-U.S. Bank Parties That Are Not Partnerships For U.S. Federal
Income Tax Purposes)
Income Tax Purposes)
Reference is hereby made to the Amended and Restated Revolving Credit Agreement dated as of November 19, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, The Bank of Nova Scotia and Royal Bank of Canada, as Co-Documentation Agents.
Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a member of Borrower, it does not exercise voting power over Borrower and is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.
The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF BANK PARTY]
By:
Name:
Titel:
Date:___________,20[]
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EXHIBIT H-2
[FORM OF]
U.S. TAX CERTIFICATE
(For Non-U.S. Bank Parties That Are Partnerships For U.S. Federal Income
Tax Purposes)
(For Non-U.S. Bank Parties That Are Partnerships For U.S. Federal Income
Tax Purposes)
Reference is hereby made to the Amended and Restated Revolving Credit Agreement dated as of November 19, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, The Bank of Nova Scotia and Royal Bank of Canada, as Co-Documentation Agents.
Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a member of Borrower, exercise voting power over Borrower or otherwise is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a U.S. trade or business.
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
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EXHIBIT H-3
[FORM OF]
U.S. TAX CERTIFICATE
(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal
Income Tax Purposes)
(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal
Income Tax Purposes)
Reference is hereby made to the Amended and Restated Revolving Credit Agreement dated as of November 19, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, The Bank of Nova Scotia and Royal Bank of Canada, as Co-Documentation Agents.
Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.
The undersigned has furnished its participating Bank with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank in writing and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT]
By:
Name:
Title:
Date: _______, 20[ ]
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EXHIBIT H-4
[FORM OF]
U.S. TAX CERTIFICATE
(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income
Tax Purposes)
(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income
Tax Purposes)
Reference is hereby made to the Amended and Restated Revolving Credit Agreement dated as of November 19, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as Syndication Agent, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), PNC Bank, National Association, The Bank of Nova Scotia and Royal Bank of Canada, as Co-Documentation Agents.
Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.
The undersigned has furnished its participating Bank with IRS Form W‑8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT]
By:
H-4-1
Name:
Titel:
Date:___________,20[ ]
H-4-2