NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
____________________
AMENDED AND RESTATED CREDIT AGREEMENT
(364-Day Agreement)
dated as of November 24, 1998
____________________
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK,
as Administrative Agent,
▇.▇. ▇▇▇▇▇▇ SECURITIES INC. and
THE BANK OF NOVA SCOTIA,
as Co-Syndication Agents
____________________
▇.▇. ▇▇▇▇▇▇ SECURITIES INC. and
THE BANK OF NOVA SCOTIA,
Co-Lead Arrangers
____________________
NATIONSBANK, N.A. and
THE FIRST NATIONAL BANK OF CHICAGO,
Co-Documentation Agents
AMENDED AND RESTATED CREDIT AGREEMENT
(364-Day Agreement)
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 24, 1998 amending
and restating the 364-Day Credit Agreement dated as of February 28, 1995, as
amended and restated as of November 26, 1996 and as amended and restated as
of November 25, 1997 (the "Agreement") among NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION (the "Borrower"), the several BANKS from time
to time party thereto (the "Banks"), ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. and THE BANK
OF NOVA SCOTIA, as Co-Syndication Agents (the "Co-Syndication Agents"), and
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the
"Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto wish to amend the Agreement to (i) extend the
availability of the Commitments and (ii) increase or decrease the amount of
the Commitment of certain Banks under the Agreement;
WHEREAS, no Loans are outstanding under the Agreement at the date hereof; and
WHEREAS, the parties hereto wish to amend the Agreement as set forth herein
and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each capitalized term used herein which is defined in the Agreement
shall have the meaning assigned to such term in the 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 Agreement shall from and after the date hereof
refer to the Agreement as amended and restated hereby.
SECTION 2. Amendment of Termination Date. The definition of "Termination
Date" in Section 1.01 of the Agreement is amended by replacing the date
"November 24, 1998" with the date "November 23, 1999".
SECTION 3. Increase of Commitments. The third proviso in Section 2.16 is
amended to read in its entirety as follows:
"provided, further that any such increase or creation may apply, at the
option of the Borrower, as set forth in clause (x) or (y) above but without
the consent of the Required Banks so long as the amount of such increase or
the amount of such new Commitment so created, as the case may be, when added
to the aggregate amount of all existing Commitments, does not exceed
$2,700,000,000. It is understood that any increase in the amount of the
Commitments pursuant to this Section 2.16 shall not constitute an amendment
to this Agreement or the Notes."
SECTION 4. Financial Statements. (a) Each reference to "May 31, 1996" in
Section 4.02(a) of the Agreement is changed to "May 31, 1998".
(b) Each reference to "August 31, 1996" in Section 4.02(b) of
the Agreement is changed to "August 31, 1998".
SECTION 5. Pricing Schedule. The Pricing Schedule is amended to read in its
entirety as set forth in Exhibit A hereto.
SECTION 6. Amendments to Commitments. With effect from and including the
date this Amendment and Restatement becomes effective in accordance with
Section 10: (i) each Person listed on the signature pages hereof which is
not a party to the Agreement shall become a Bank party to the Agreement and
(ii) the Commitment of each Bank shall be the amount set forth opposite the
name of such Bank on Schedule I hereto. Any Bank whose Commitment is changed
to zero shall upon such effectiveness cease to be a Bank party to the
Agreement, and all accrued fees and other amounts payable under the Agreement
for the account of such Bank shall be due and payable on such date; provided
that the provisions of Sections 2.13, 8.03 and 9.03 of the Agreement shall
continue to inure to the benefit of each such Bank.
SECTION 7. Increase of Commitments under Five-Year Amended and Restated
Revolving Credit Agreement. By entering into this Agreement, each Bank which
is as of the date hereof a party to the Five-Year Amended and Restated
Revolving Credit Agreement dated as of November 26, 1996 among the Borrower,
the several Banks from time to time party thereto, the Co-Syndication Agents
and the Agent (the "Five-Year Agreement"), hereby waives the 45-day advance
notice requirement of Section 2.16 of the Five-Year Agreement to the extent
necessary to permit any party to this Agreement to increase its Commitment
(as defined in the Five-Year Agreement) under the Five-Year Agreement or
become a party thereto, as the case may be, by execution and delivery of a
counterpart thereto.
SECTION 8. Representations and Warranties. The Borrower represents and
warrants that as of the date hereof and after giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth
in the Agreement after giving effect to this Amendment and Restatement
is true and correct as though made on and as of such date.
SECTION 9. Governing Law. This Amendment and Restatement shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 10. Counterparts; Effectiveness. This Amendment and Restatement 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. This Amendment and Restatement shall become effective on
the date that the Agent shall have received duly executed 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, the Agent shall
have received telegraphic, telex or other written confirmation from such
party of execution of a counterpart hereof by such party);
provided that this Amendment and Restatement shall not become effective or
binding on any party hereto unless all of the foregoing conditions are
satisfied not later than November 24, 1998. The Agent shall promptly notify
the Borrower and the Banks of the effectiveness of this Amendment and
Restatement, and such notice shall be conclusive and binding on all parties
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Restatement to be duly executed by their respective authorized officers as
of the day and year first above written.
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President and Chief Financial Officer
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Associate
THE BANK OF NOVA SCOTIA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Relationship Manager
ABN-AMRO BANK N.V.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
BANCA CRT S.p.A.
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
Title: Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President Corporate Banking
BANCA MONTE DEI PASCHI DI SIENA,
S.p.A.
By: /s/ G. Natalicchi
Title: Senior Vice president and General Manager
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANK OF MONTREAL
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and Manager
BANKERS TRUST COMPANY
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Principal
BANQUE NATIONALE DE PARIS
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
BARCLAYS BANK PLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate Director
BAYERISCHE LANDESBANK
GIROZENTRALE
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President
COMMERZBANK AG, NEW YORK
BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: First Vice President - Manager
CRESTAR BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
KBC BANK N.V.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Deputy General Manager
MELLON BANK, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
NATIONSBANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
NORDDEUTSCHE LANDESBANK GIROZENTRALE NEW YORK
BRANCH AND/OR CAYMAN ISLAND BRANCH
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ W. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SUNTRUST BANK, CENTRAL FLORIDA,
N.A.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice president
THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
THE FUJI BANK, LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President and Manager
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
THE NORINCHUKIN BANK, NEW YORK
BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: General Manager
THE TOKAI BANK, LTD.
By: /s/ Shinichi ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant General Manager
THE TORONTO-DOMINION BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Manager Credit Administration
BANCO DI NAPOLI, S.p.A. - NEW YORK
BRANCH
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President
By: /s/ Francesco Di Mario
Title: Vice President
COMERICA BANK
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Title: Financial Vice President
FIRST HAWAIIAN BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as Arranger and Co-Syndication Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA, as
Co-Syndication Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Relationship Manager
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Associate
THE ASAHI BANK, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., NEW YORK BRANCH
By: /s/ ▇▇▇▇ ▇▇▇▇
Title: Deputy General Manager
BANK AUSTRIA AG
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇ ▇▇▇▇
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Azlan ▇. ▇▇▇▇▇
Title: Account Officer
DRESDNER BANK AG
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
NATIONAL WESTMINSTER BANK PLC
NEW YORK BRANCH
By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
NATIONAL WESTMINSTER BANK PLC
NASSAU BRANCH
By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
THE SAKURA BANK, LTD.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
THE SANWA BANK, LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. Small
Title: Vice President and Area Manager
THE TOYO TRUST AND BANKING
COMPANY, LIMITED, NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE YASUDA TRUST & BANKING
COMPANY LTD.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
US BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
BANCA DI ROMA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
Title: Associate
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
EXHIBIT A
PRICING SCHEDULE
The "Euro-Dollar Margin", "CD Margin" and "Facility Fee Rate" for any day
are the respective percentages set forth below in the applicable row under
the column corresponding to the Status and Utilization that exist on such
day:
LEVEL I LEVEL II LEVEL III
>
Euro-Dollar 0.165% 0.20% 0.23%
Margin
If Utilization is equal
to or less than 50%
If Utilization exceeds
50% 0.165% 0.325% 0.355%
CD Margin 0.295% 0.325% 0.355%
If Utilization is equal
to or less than 50%
If Utilization exceeds 50% 0.295% 0.45% 0.48%
Facility Fee Rate 0.085% 0.10% 0.12%
For purposes of this Schedule, the following terms have the following
meanings:
"Level I Status" exists at any date if, at such date, the Borrower has
outstanding senior unsecured long-term debt and such debt, without third
party enhancement, is rated (or, if on such date the Borrower has no
outstanding senior unsecured long-term debt, evidence satisfactory to
the Agent is provided to the effect that the rating of senior unsecured
long-term debt of the Borrower, assuming that it had outstanding senior
unsecured long-term debt, would be rated) at least AA- (or any equivalent
rating which is used in lieu thereof) by S&P or Aa3 (or any equivalent rating
which is used in lieu thereof) by ▇▇▇▇▇'▇.
"Level II Status" exists at any date, if at such date, the Borrower has
outstanding senior unsecured long-term debt and such debt, without third
party enhancement, is rated (or, if on such date the Borrower has no
outstanding senior unsecured long-term debt, evidence satisfactory to the
Agent is provided to the effect that the rating of senior unsecured
long-term debt of the Borrower, assuming that it had outstanding senior
unsecured long-term debt, would be rated) at least A+ (or any equivalent
rating which is used in lieu thereof) or higher by S&P or A1 (or any
equivalent rating which is used in lieu thereof) or higher by ▇▇▇▇▇'▇ and
Level I Status does not exist at such date.
"Level III Status" exists at any date if, at such date, neither of Level I
Status nor Level II Status exists.
"Status" refers to the determination of which of Level I Status, Level II
Status or Level III Status exists at any date.
"Utilization" means at any date the percentage equivalent of a fraction (i)
the numerator of which is the aggregate outstanding principal amount of the
Loans at such date, after giving effect to any borrowing or payment on such
date, and (ii) the denominator of which is the aggregate amount of the
Commitments at such date, after giving effect to any reduction of the
Commitments on such date. For purposes of this Schedule, if for any reason
any Loans remain outstanding after termination of the Commitments, the
Utilization for each date on or after the date of such termination shall be
deemed to be greater than 50%.
The credit ratings to be utilized for purposes of this Pricing Schedule shall
be, so long as the Borrower's unsecured Medium Term Notes are rated by either
S&P or ▇▇▇▇▇'▇, those assigned to the Borrower's unsecured Medium Term Notes.
The rating in effect at any date is that in effect at the close of business
on such date.
Schedule I
Bank Commitment
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK $ 150,000,000
THE FIRST NATIONAL BANK OF CHICAGO $ 150,000,000
THE BANK OF NOVA SCOTIA $ 145,000,000
CREDIT LYONNAIS NEW YORK BRANCH $ 135,000,000
THE CHASE MANHATTAN BANK $ 135,000,000
ABN-AMRO BANK N.V. $ 120,000,000
THE TORONTO-DOMINION BANK $ 90,000,000
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND", NEW YORK BRANCH $ 85,000,000
BANK OF TOKYO-MITSUBISHI TRUST COMPANY $ 77,500,000
THE NORINCHUKIN BANK, NEW YORK BRANCH $ 62,500,000
US BANK NATIONAL ASSOCIATION $ 60,000,000
COMERICA BANK $ 50,000,000
FLEET NATIONAL BANK $ 50,000,000
PNC BANK, NATIONAL ASSOCIATION $ 50,000,000
THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK BRANCH $ 42,500,000
BANCA MONTE DEI PASCHI DI SIENA, S.p.A. $ 40,000,000
NATIONSBANK, N.A. $ 40,000,000
COMMERZBANK AG, NEW YORK BRANCH $ 37,500,000
NORDDEUTSCHE LANDESBANK GIROZENTRALE New York Branch
and/or Cayman Island Branch $ 37,500,000
KBC BANK N.V. $ 30,000,000
THE FUJI BANK, LIMITED $ 30,000,000
BANCO DI NAPOLI, S.p.A - NEW YORK BRANCH $ 25,000,000
BANKERS TRUST COMPANY $ 25,000,000
BANQUE NATIONALE DE PARIS $ 25,000,000
BARCLAYS BANK PLC $ 25,000,000
BAYERISCHE LANDESBANK GIROZENTRALE $ 25,000,000
CRESTAR BANK $ 25,000,000
▇▇▇▇▇▇ TRUST AND SAVINGS BANK $ 25,000,000
MELLON BANK, N.A. $ 25,000,000
THE TOKAI BANK, LTD. $ 25,000,000
BANCA CRT S.p.A. $ 20,000,000
SUNTRUST BANK, CENTRAL FLORIDA, N.A. $ 17,500,000
BANCA DI ROMA $ 12,500,000
BANK OF MONTREAL $ 12,500,000
FIRST HAWAIIAN BANK $ 12,500,000
FIRST UNION NATIONAL BANK $ 12,500,000
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION $ 10,000,000
BANK AUSTRIA AG $ 0
CREDIT AGRICOLE INDOSUEZ $ 0
DRESDNER BANK AG $ 0
NATIONAL WESTMINSTER BANK PLC New
York Branch and Nassau Branch $ 0
THE ASAHI BANK, LTD. $ 0
THE DAI-ICHI KANGYO BANK, LTD. $ 0
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.,
NEW YORK BRANCH $ 0
THE SAKURA BANK, LTD. $ 0
THE SANWA BANK, LIMITED $ 0
THE TOYO TRUST AND BANKING COMPANY, LIMITED,
NEW YORK BRANCH $ 0
THE YASUDA TRUST & BANKING COMPANY LTD. $ ▇
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, N.A. $ 0
Total Commitments $ 1,940,000,000
