revolvingcredit_amendno3.htm


    Execution
Version

     

    AMENDMENT
NO. 3 TO CREDIT AGREEMENT

     

    AMENDMENT
No. 3 (this “Amendment”)
dated as of December 19, 2008 to the Revolving Five Year Credit Agreement dated
as of March 16, 2007 among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
CORPORATION (the “Borrower”), the BANKS party
thereto (the “Banks”),
ABN AMRO BANK, N.V., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,
and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents, THE BANK OF NOVA
SCOTIA, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative
Agent (the “Administrative
Agent”), as amended by Amendment No. 1 dated as of January 18, 2008 and
Amendment No. 2 dated as of December 9, 2008 (collectively, the “Credit
Agreement”).

     

    WITNESSETH:

     

    WHEREAS,
the parties hereto desire further to amend the Credit Agreement to add certain
provisions thereto;

     

    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 8 below), refer to the Credit Agreement as amended
hereby.

     

    Section
2.  Definition of
Defaulting Bank.  Section 1.01 of the Credit Agreement is
hereby amended by adding the following definition of “Defaulting Bank”
immediately after the definition of “Default”:

     

    ‘ “Defaulting Bank” means any
Bank that, at
any time during the term of this Agreement, has
(a) failed to fund any portion of any
of its Loans within three Domestic Business
Days of the date required to be funded by it hereunder, (b) notified the
Borrower or the Administrative
Agent in writing that it does not intend to comply with any of its
funding obligations under this Agreement, (c) otherwise
failed to pay over to the Administrative Agent any other amount required to be
paid by it hereunder within three Domestic
Business Days of the date when
due, unless the subject of a good-faith
dispute, or (d) become the
subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed for it or consented to,
approved of or acquiesced in such proceeding
or appointment.’

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
3.  Replacement of
Banks.  Article 2 of the Credit Agreement is hereby amended by
adding immediately after Section 2.17 thereof a new Section 2.18 that reads as
follows:

     

    ‘Section
2.18.  Replacement
of Banks.  If (i) any Bank
requests payment of, or the Borrower is otherwise required to pay to any Bank,
any amount pursuant to Section 8.03, or (ii) if any Bank becomes a Defaulting
Bank, then the Borrower may, at its sole expense and effort, upon notice to such
Bank and the Administrative Agent, require such Bank to assign and delegate,
without recourse, all its interests, rights and obligations under this Agreement
to an Assignee (which Assignee may be another Bank, if such other Bank agrees to
accept such assignment) that shall assume such obligations pursuant to an
Assignment and Assumption Agreement in substantially the form of Exhibit I
hereto which shall be executed by such Assignee and (except as otherwise
provided in this Section 2.18) such transferor Bank; provided, that (A) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld, (B) such
transferor Bank shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder (in each case, if any), from the
Assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts), which amounts shall be
the only amounts payable to such transferor Bank in respect of such assignment
and delegation, (C) any Bank being replaced pursuant to this Section 2.18
shall be deemed to have granted to the Administrative Agent the authority to act
as its attorney-in-fact solely for the purpose of executing such Assignment and
Assumption Agreement, and (D) in the case of any such assignment and
delegation resulting from a request or claim for payment under Section 8.03,
such assignment will result in a reduction in any payments due to such
transferor Bank on a dollar-for-dollar basis to the extent that such assignment
eliminates or reduces the amount that such transferor Bank is entitled to
receive under Section 8.03.  A Bank shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Bank or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.  With respect to a demand
for compensation from a Bank pursuant to Section 8.03(a), the Borrower’s rights
under this Section 2.18 shall be an alternative to the Borrower’s rights under
Section 8.04.  Upon execution and delivery by the Assignee and (except
as otherwise provided in this Section 2.18) the transferor Bank of the
Assignment and Assumption Agreement referred to above and payment by such
Assignee to such transferor Bank of the amount (if any) payable by such Assignee
pursuant to clause (B) above: (1) such Assignee shall be a Bank party
to this Agreement and shall have all the rights and obligations of a Bank with a
Commitment equal to such transferor Bank’s Commitment immediately prior to the
effectiveness of such assignment and delegation (or, if there is more than one
Assignee, the respective portion of such Commitment agreed to be assumed by each
such Assignee); provided, that if any


     

    
      
        
        

      

      
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    Assignee
is the Borrower, a Subsidiary or a Consolidated Subsidiary of the Borrower, the
transferor Bank’s rights and obligations with respect to its Commitment may be
so assigned provided that such transferor Bank does not hold any Loans, and, so
long as such Assignee holds such Commitment, with respect to (I) any waiver,
amendment or modification of the Credit Agreement or (II) any instruction or
authorization given to the Administrative Agent under the Credit Agreement, such
Assignee shall be deemed to have approved or joined in such waiver, amendment or
modification, such request or such instruction or authorization if it has
otherwise been agreed or consented to, or joined in, by the Required Banks,
calculated for this purpose on a basis that disregards (for the avoidance of
doubt, in both the numerator and the denominator) the amount of such Commitment;
and (2) the transferor Bank shall be released from its future obligations
hereunder (but not from any obligation or liability arising prior to the
effectiveness of such assignment and delegation, nor, in the case of a
Defaulting Bank, from any obligation or liability arising in respect of the
matter(s) as a result of which such Bank is a Defaulting Bank).  Upon
the consummation of any such assignment and delegation, the transferor Bank, the
Administrative Agent and the Borrower shall make appropriate arrangements so
that, if required, a new Note is issued to the Assignee.  If the
Assignee is not incorporated under the laws of the United States of America or a
state thereof, it shall, prior to the first date on which interest or fees are
payable hereunder for its account, deliver to the Borrower and the
Administrative Agent certification as to exemption from deduction or withholding
of any United States federal income taxes in accordance with Section 2.16. In
connection with any assignment pursuant to this Section 2.18, (I) the
Borrower shall cause to be paid to the Administrative Agent an administrative
fee for processing such assignment in the amount of $3,500, and
(II) notwithstanding anything to the contrary set forth herein, if the
transferor Bank does not execute and deliver to the Administrative Agent a duly
completed Assignment and Assumption Agreement reflecting such assignment within
five Domestic Business Days of the date on which the Assignee executes and
delivers such Assignment and Assumption Agreement to the transferor Bank, then
such transferor Bank shall be deemed to have executed and delivered such
Assignment and Assumption Agreement.’

     

    Section
4.  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,
provided that, for purposes of this Section 5, (A) with respect to Section
4.02(a), all references to balance sheets and financial statements as at and for
the fiscal year ended May 31, 2006 shall refer to the Borrower’s financial
statements as at and for the fiscal year ended May 31, 2008, (B) with respect to
Section 4.02(b), all references to balance sheets and financial statements shall
refer to the Borrower’s financial statements as of and for the three-month
period ended August 31, 2008 and references to the six-month period ended
November 30, 2006 shall refer to the three-month period ended August 31,


     

    
      
        
        

      

      
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    2008, and
(C) with respect to Section 4.02(c), the reference to November 30, 2006 shall
refer to August 31, 2008.

     

    Section
5.  Governing
Law.  This Amendment shall be governed
by and construed in accordance with the laws of the State of New
York.

     

    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 as of the date hereof (the “Amendment Effective Date”)
when 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.

     

    Section
8.  Continuing
Effectiveness of Credit Agreement as Amended.  From and after
the Amendment Effective Date, the Credit Agreement and this Amendment shall be
construed together as a single instrument, and the Credit Agreement, as amended
hereby, shall remain in full force and effect and is hereby ratified, approved
and confirmed all respects.

     

    Section
9.  Severability.  Any
provision of this Amendment that is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Amendment or affecting the validity or
enforceability of such provision in any other jurisdiction.

     

    Section
10.  Headings.  The
various headings of this Amendment are inserted for convenience only and shall
not affect the meaning or interpretation of this Amendment or any provisions
hereof or of the Credit Agreement as amended hereby.

     

    Section
11.  Successors and
Assigns.  This Amendment shall be binding upon and shall inure
to the benefit of the parties hereto, the other Banks and the respective
successors and assigns of the foregoing.

     

    


    


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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/ STEVEN L.
      LILLY

            


    

    
      	
               
      

            	
              Name:
      Steven L. Lilly

            


    

    
      	
               
      

            	
              Title:
      Sr. Vice President & Chief Finance
Officer

            


    

     

     

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    [SIGNATURE
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    REVOLVING
FIVE YEAR CREDIT AGREEMENT

    DATED AS
OF MARCH 16, 2007

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                    JPMORGAN
      CHASE BANK, N.A. as Administrative Agent and as a Bank

                  
	
                    By:

                  	/s/
      MICHAEL DEFORGE  
	
                    Name:
      Michael DeForge

                  
	
                    Title:
      Executive Director

                  


          

        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        
          


          
            
              	
                      ABN AMRO Bank
      NV

                    
	
                      By:

                    	/s/
      ANDREW C. SALERNO
	
                      Name:
      Andrew C. Salerno

                    
	
                      Title:
      Director

                    


            

          

           

        

      

       

      
        
          


          
            
              	
                       

                    
	
                      By:

                    	/s/
      ALEXANDER M. BLODI
	
                      Name:
      Alexander M. Blodi

                    
	
                      Title:
      Managing Director

                    


            

          

           

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        


        
          
            	
                    THE BANK OF NOVA
      SCOTIA

                  
	
                    By:

                  	/s/
      THANE RATTEW
	
                    Name:
      Thane Rattew

                  
	
                    Title:
      Managing Director

                  


          

        

         

        
          


          
            
              	
                       

                    
	
                      By:

                    	 
	
                      Name:
      

                    
	
                      Title:
      

                    


            

          

           

        

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    


    

      
        
          
            	
                    Commerica Bank

                  
	
                    By:

                  	/s/ MARK
      SKRZYNSKI  
	
                    Name:
      Mark Skrzynski

                  
	
                    Title:
      Corporate Banking
Officer

                  


          

        

      

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
         

        

          
            
              
                	
                        DEUTSCHE BANK AG NEW YORK

                            BRANCH

                      
	
                        By:

                      	/s/
      MING K. CHU  
	
                        Name:
      Ming K. Chu

                      
	
                        Title:
      Vice President

                      


              

            

          

           

        

      

      
        

          
            
              
                	
                         

                      
	
                        By:

                      	/s/ HEIDI
      SANDQUIST  
	
                        Name:
      Heidi Sandquist

                      
	
                        Title:
      Vice President

                      


              

            

          

           

        

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        

          
            
              
                	
                        HSBC BANK USA, NATIONAL

                            ASSOCIATION

                      
	
                        By:

                      	/s/
      JIMMY TSE  
	
                        Name:
      Jimmy Tse

                      
	
                        Title: Vice
      President

                      


              

            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              


              

                
                  
                    
                      	
                              MERRILL LYNCH BANK
  USA

                            
	
                              By:

                            	/s/
      LOUIS ALDER  
	
                              Name:
      Louis Alder

                            
	
                              Title:
      First Vice President

                            


                    

                  

                

                 

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

               

               

              
                
                   

                  

                    
                      
                        
                          	
                                  Mizuho Corporate Bank,
    Ltd.

                                
	
                                  By:

                                	/s/RAYMOND
      VENTURA  
	
                                  Name:
      Raymond Ventura

                                
	
                                  Title:
      Deputy General Manager

                                


                        

                      

                    

                     

                    
                       

                      

                        
                          
                            
                              	
                                       

                                    
	
                                      By:

                                    	 
      
	
                                      Name:
      

                                    
	
                                      Title:
      

                                    


                            

                          

                        

                         

                      

                    

                     

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                

              

               

               

               

              
                
                   

                  

                    
                      
                        
                          	
                                  PNC Bank, N.A.

                                
	
                                  By:

                                	/s/
      D. JERMAINE JOHNSON
	
                                  Name:
      D. Jermaine Johnson

                                
	
                                  Title:
      Vice President

                                


                        

                      

                    

                     

                     

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                

              

               

               

               

              
                
                  

                    
                      
                        
                          	
                                  The Royal Bank of Scotland

                                      PLC 

                                
	
                                  By:

                                	/s/
      BELINDA TUCKER  
	
                                  Name:
      Belinda Tucker

                                
	
                                  Title:
      Senior Vice President

                                


                        

                      

                    

                     

                     

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                       

                       

                       

                      
                        
                           

                          

                            
                              
                                
                                  	
                                          SunTrust Bank

                                        
	
                                          By:

                                        	/s/ANDREW JOHNSON 
      
	
                                          Name:
      Andrew Johnson

                                        
	
                                          Title:
      Director

                                        


                                

                              

                            

                             

                             

                             

                            
                              
                                
                                

                              

                              
                                
                                

                                
                                  

                                

                              

                              
                                
                                

                              

                               

                               

                               

                              
                                
                                   

                                  

                                    
                                      
                                        
                                          	
                                                  UBS Loan Finance LLC

                                                
	
                                                  By:

                                                	/s/
      IRJA R. OTSA
	
                                                  Name:
      Irja R. Otsa

                                                
	
                                                  Title:
      Associate Director

                                                


                                        

                                      

                                    

                                    

                                      
                                        
                                          
                                            	
                                                     

                                                  
	
                                                    By:

                                                  	/s/
      MARY E. EVANS  
	
                                                    Name:
      Mary E. Evans

                                                  
	
                                                    Title:
      Associate Director

                                                  


                                          

                                        

                                      

                                       

                                    

                                     

                                     

                                    
                                      
                                        
                                        

                                      

                                      
                                        
                                        

                                        
                                          

                                        

                                      

                                      
                                        
                                        

                                      

                                       

                                       

                                       

                                       

                                      
                                        
                                           

                                          

                                            
                                              
                                                
                                                  	
                                                          U.S. Bank, N.A. 

                                                        
	
                                                          By:

                                                        	/s/ ERIC
      J. COSGROVE   
	
                                                          Name:
      Eric J. Cosgrove

                                                        
	
                                                          Title:
      Vice President