Amendment No. 1 to Five-Year Revolving Credit Agreement among National Rural Utilities Cooperative Finance Corporation and Lender Banks
This amendment, dated July 20, 2005, modifies the existing five-year revolving credit agreement between National Rural Utilities Cooperative Finance Corporation and a group of lender banks. The amendment adds a new exception to the agreement’s lien covenant, allowing the borrower to secure certain borrowings up to $500 million under specified conditions. The amendment becomes effective once signed by the borrower and the required banks. All other terms of the original credit agreement remain in effect.
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of July 20, 2005 to the Revolving Five Year Credit Agreement dated as of March 23, 2005 (the "Credit Agreement") among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION (the "Borrower"), the BANKS party thereto (the "Banks"), THE BANK OF NOVA SCOTIA, THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH and ABN AMRO BANK N.V., as Co-Documentation Agents, BANK OF AMERICA, N.A., as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to provide an additional exception to the lien covenant;
NOW, THEREFORE, 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 Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, from and after the Amendment Effective Date (as defined in Section 6 below), refer to the Credit Agreement as amended hereby.
SECTION 2. Additional Exception to the Lien Covenant. Section 5.10 of the Credit Agreement is amended by (i) deleting the "and" at the end of clause (vi) thereof and replacing it with a comma, (ii) deleting the period at the end of clause (vii) thereof and replacing it with ", and" and (iii) adding a new clause (viii) immediately after clause (vii) thereof, to read in its entirety as follows: "(viii) on any such Indebtedness granted by the Borrower to secure any borrowings, which borrowings are on terms (except as to terms of interest, premium, if any, and amortization) not materially more disadvantageous to the Borrower's unsecured creditors than the borrowings under either Indenture (it being understood that the Borrower can not pledge such assets to an extent greater than 110% of the aggregate principal amount of such Indebtedness); provided that Liens incurred in reliance on this subsection (viii) shall not secure amounts exceeding $500,000,000 in the aggregate at any one time outstanding."
SECTION 3. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true on and as of the Amendment
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Effective Date and (ii) no Default will have occurred and be continuing on such date.1
SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
SECTION 5. 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 6. Effectiveness. This Amendment shall become effective on the date (the "Amendment Effective Date") on which the Administrative Agent shall have received from each of the Borrower and the Required Banks a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof.
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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 By: /s/ John Jay List |
KeyBank National Association By: /s/ Sherrie I. Manson |
CREDIT SUISSE, Cayman Islands Branch By: /s/ Jay Chall
By: /s/ Karim Blasetti |
By: /s/ Thomas Casey |
HARRIS NESBITT FINANCING, INC. By: /s/ Cahal B. Carmody |
COOPERATIEVE CENTRALE RAIFFEISEN- By: /s/ Brett Delfino
By: /s/ Michael Halevi |
ABN AMRO Bank N.V. By: /s/ Neil R. Stein /s/ Eric Oppenheimer |
Comerica Bank By: /s/ Erica M. Krzeminski |
SunTrust Bank By: /s/ William C. Washburn, Jr |
Calyon New York Branch By: /s/ Sebastian Rocco
By: /s/ W. Jay Buckley |
BAYERISCHE LANDESBANK By: /s/ Francis X. Doyle
By: /s/ Norman McClave |
The Bank of Tokyo-Mitsubishi Ltd., By: /s/ Linda Tam |
Mizuho Corporate Bank, Ltd. By: /s/ Raymond Ventura |
PNC Bank, N.A. By: /s/ Louis K. McLinden |
HSBC Bank USA, National Association By: /s/ Suzanne Matthews |
MERRILL LYNCH BANK USA By: /s/ Frank Stepan |
DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Marcus Tarkington
By: /s/ Rainer Meier |
The Royal Bank of Scotland plc. By: /s/ Belinda Wheeler |
National Rural Utilities CFC first amendment dated as of July 20, 2005 to the revolving five-year credit agreement dated as of March 23, 2005.
Norddeutsche Landesbank Girozentrale By: /s/ Stephen K. Hunter By: /s/ Stephanie Finnen |
UBS Loan Finance LLC By: /s/ Trja R. Otsa
By: /s/ Richard L. Tavrow |
Toronto Dominion (Texas) LLC By: /s/ Neva Nesbitt |
BANK OF AMERICA, N.A., as By: /s/ Lisa M. Webster |
The Bank of Nova Scotia By: /s/ Frank Sandler |
U.S. Bank, N.A. By: /s/ Richard J. Popp |
Lehman Brothers Bank, FSB By: /s/ Janine M. Shugan |
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