SEC Info - National Rural Utilities Cooperative Finance Corp/DC - ‘10-K’ for 5/31/05

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").

WHEREAS, the parties hereto desire to amend the Credit Agreement to provide an additional exception to the lien covenant;

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

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.

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/ John Jay List
Name:   John Jay List
Title:     Senior Vice President

KeyBank National Association

By:        /s/ Sherrie I. Manson
Name:   Sherrie I. Manson
Title:     Vice President

CREDIT SUISSE, Cayman Islands Branch
(formerly known as CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands
Branch)

By:        /s/ Jay Chall
Name:   Jay Chall
Title:     Director

By:        /s/ Karim Blasetti
Name:   Karim Blasetti
Title:     Associate

By:        /s/ Thomas Casey
Name:   Thomas Casey
Title:      Vice President

HARRIS NESBITT FINANCING, INC.

By:        /s/ Cahal B. Carmody
Name:   Cahal B. Carmody
Title:      Vice President

COOPERATIEVE CENTRALE RAIFFEISEN-
     BOERENLEENBANK. B.A., "RABOBANK
     INTERNATIONAL", NEW YORK BRANCH

By:        /s/ Brett Delfino
Name:   Brett Delfino
Title:     Executive Director

By:        /s/ Michael Halevi
Name:   Michael Halevi
Title:     Vice President

ABN AMRO Bank N.V.

By:        /s/ Neil R. Stein         /s/ Eric Oppenheimer
Name:   Neil R. Stein             Eric Oppenheimer
Title:     Director                     Director

Comerica Bank

By:        /s/ Erica M. Krzeminski
Name:   Erica M. Krzeminski
Title:     Account Officer

SunTrust Bank

By: /s/ William C. Washburn, Jr
Name: William C. Washburn, Jr.
Title: Vice President

Calyon New York Branch

By:        /s/ Sebastian Rocco
Name:   Sebastian Rocco
Title:     Managing Director

By:        /s/ W. Jay Buckley
Name:   W. Jay Buckley
Title:     Managing Director

BAYERISCHE LANDESBANK

By:        /s/ Francis X. Doyle
Name:   Francis X. Doyle
Title:     Second Vice President

By:        /s/ Norman McClave
Name:   Norman McClave
Title:     First Vice President

The Bank of Tokyo-Mitsubishi Ltd.,
New York Branch

By:        /s/ Linda Tam
Name:   Linda Tam
Title:     Authorized Signatory

Mizuho Corporate Bank, Ltd.

By:        /s/ Raymond Ventura
Name:   Raymond Ventura
Title:     Senior Vice President

PNC Bank, N.A.

By:        /s/ Louis K. McLinden
Name:   Louis K. McLinden
Title:     Vice President

HSBC Bank USA, National Association

By:        /s/ Suzanne Matthews
Name:   Suzanne Matthews
Title:     Senior Vice President

MERRILL LYNCH BANK USA

By:        /s/ Frank Stepan
Name:   Frank Stepan
Title:     Vice President

DEUTSCHE BANK AG NEW YORK BRANCH

By:        /s/ Marcus Tarkington
Name:   Marcus Tarkington
Title:     Director

By:        /s/ Rainer Meier
Name:   Rainer Meier
Title:     Assistant Vice President

The Royal Bank of Scotland plc.

By:        /s/ Belinda Wheeler
Name:   Belinda Wheeler
Title:     Vice President

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
New York Branch and/or Cayman Islands Branch

By:        /s/ Stephen K. Hunter
Name:   Stephen K. Hunter
Title:

By:         /s/ Stephanie Finnen
Name:    Stephanie Finnen
Title:       VP

UBS Loan Finance LLC

By:        /s/ Trja R. Otsa
Name:  Trja R. Otsa
Title:    Associate Director
             Banking Products
             Services, US

By:        /s/ Richard L. Tavrow
Name:  Richard L. Tavrow
Title:    Director
            Banking Products
            Services, US

Toronto Dominion (Texas) LLC

By:        /s/ Neva Nesbitt
Name:   Neva Nesbitt
Title:     Authorized Agent

BANK OF AMERICA, N.A., as
Syndication Agent and as a Bank

By:        /s/ Lisa M. Webster
Name:   Lisa M. Webster
Title:     Vice President

The Bank of Nova Scotia

By:        /s/ Frank Sandler
Name:   Frank Sandler
Title:     Managing Director

U.S. Bank, N.A.

By:        /s/ Richard J. Popp
Name:   Richard J. Popp
Title:     Vice President

Lehman Brothers Bank, FSB

By:        /s/ Janine M. Shugan
Name:   Janine M. Shugan
Title:     Authorized Signatory

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	8/24/05	424B3
	7/20/05
For Period End:	5/31/05	10-K/A, 424B3
	3/23/05	8-K
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/02/23  Nat’l Rural Utilities Co… Corp/DC 10-K        5/31/23  109:21M
 8/08/22  Nat’l Rural Utilities Co… Corp/DC 10-K        5/31/22  111:23M
 7/30/21  Nat’l Rural Utilities Co… Corp/DC 10-K        5/31/21  120:26M
 8/05/20  Nat’l Rural Utilities Co… Corp/DC 10-K        5/31/20  110:24M

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Filing Submission 0000070502-05-000192 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

National Rural Utilities Cooperative Finance Corp/DC – ‘10-K’ for 5/31/05 – EX-4.8

On: Wednesday, 8/24/05, at 4:26pm ET · For: 5/31/05 · Accession #: 70502-5-192 · File #: 1-07102

Previous ‘10-K’: ‘10-K/A’ on 8/25/04 for 5/31/04 · Next: ‘10-K/A’ on 1/19/06 for 5/31/05 · Latest: ‘10-K’ on 8/2/23 for 5/31/23 · 4 References:

Annual Report — Form 10-K
Filing Table of Contents

EX-4.8 — Amendment No. 1 to the Five-Year Revolving Credit Agreement

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Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

National Rural Utilities Cooperative Finance Corp/DC – ‘10-K’ for 5/31/05 – EX-4.8

On: Wednesday, 8/24/05, at 4:26pm ET · For: 5/31/05 · Accession #: 70502-5-192 · File #: 1-07102

Annual Report — Form 10-KFiling Table of Contents

EX-4.8 — Amendment No. 1 to the Five-Year Revolving Credit Agreement

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K
Filing Table of Contents