National Rural Utilities Cooperative Finance Corporation
Revolving Line of Credit Agreement
("Agreement")
Name of Borrower: ___Chugach Electric Association, Inc.________________________
Address:__5601 Minnesota Drive; Anchorage, Alaska 99516_______________________
National Rural Utilities Cooperative Finance Corporation ("CFC"), a
District of Columbia corporation, has approved Borrower for a revolving line of
credit loan in an amount not to exceed___Fifty
Million____________________________________Dollars ($50,000,000) (hereinafter
referred to as the "CFC Commitment"). Borrower hereby agrees that the terms and
conditions herein, plus any additional terms and conditions agreed to in writing
by the parties, shall constitute a valid and binding agreement between Borrower
and CFC. In consideration of their mutual promises hereunder and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, CFC
and Borrower agree to the following terms and conditions:
1. Revolving Credit and Term. CFC agrees to advance funds to the Borrower
pursuant to the terms and conditions hereof (each such advance of funds is
referred to herein as an "Advance"), provided, however, that the amount at
any time outstanding under this line of credit shall not exceed the CFC
Commitment. The Borrower may borrow, repay and reborrow funds at any time
or from time to time for a period up to sixty_________ months from the
effective date hereof.
2. Requisitions. Requests for Advances shall be in such written form as CFC
may reasonably require from time to time.
3. Interest Rate and Payment. The Borrower unconditionally promises and
agrees to pay, as and when due, interest on all amounts advanced hereunder
from the date of each Advance and to repay all amounts advanced hereunder
with interest on the date this Agreement terminates as provided herein.
Interest shall be due and payable in accordance with CFC's regular billing
cycles as may be in effect from time to time. CFC shall send a payment
notice to the Borrower at least five days prior to the due date of any
interest payment. All amounts shall be payable at CFC's main office at
Woodland Park, 0000 Xxxxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxx 00000-0000 or at
such other location as designated by CFC from time to time. The interest
rate on all Advances will be equal to the total rate per annum as may be
fixed by CFC from time to time, which shall not exceed the Prevailing Bank
Prime Rate (as defined herein), plus one percent per annum. Interest will
be computed on the basis of a 365 day year for the actual number of days
that any Advance is outstanding. The effective date of an interest rate
adjustment will be determined and published from time to time by CFC,
provided that no such adjustment may be effective on a date other than the
first or sixteenth day of any month, and any such adjustment shall remain
in effect until any subsequent change in the interest rate occurs, and
further provided that the failure of CFC to publish or otherwise announce
the interest rate adjustment on or before the effective date of such
adjustment shall not delay or otherwise alter such effective date.
The "Prevailing Bank Prime Rate" is that bank prime rate published in the
"Money Rates" column of the eastern edition of The Wall Street Journal on
the publication day immediately preceding the day on which an adjustment in
the interest rate hereof shall become effective. If The Wall Street Journal
shall cease to be published, then the Prevailing Bank Prime Rate shall be
determined by CFC by reference to another publication reporting bank prime
rates in a similar manner.
4. CFC Accounts. CFC shall maintain in accordance with its usual practices
an account or accounts evidencing the indebtedness of the Borrower
resulting from each Advance and the amounts of principal and interest
payable and paid hereunder. In any legal action or proceeding in respect of
this Agreement, the entries made in such account or accounts (whether
stored on computer memory, microfilm, payment notices or otherwise) shall
be presumptive evidence (absent manifest error) of the existence and
amounts of the Borrower's transactions therein recorded.
5. Corporate and Regulatory Approvals. Borrower represents and warrants
that it has obtained any and all necessary corporate and regulatory
approvals for Borrower to execute, deliver and perform its obligations
under this Agreement.
6. Reports. During the term of this Agreement, Borrower agrees (a) to
provide CFC, within 120 days of the end of Borrower's fiscal year, its
annual financial statements, prepared in accordance with generally accepted
accounting principles ("GAAP") and audited by an independent certified
public accountant, or otherwise in form and substance satisfactory to CFC,
and (b) to provide CFC with any other reports or information which CFC may
from time to time reasonably request.
7. Fees. If any amount outstanding and due hereunder shall not be paid when
due, Borrower agrees to pay on demand CFC's reasonable costs of collection
or enforcement of this Agreement, or preparation therefor, including
reasonable fees of counsel. If payment of any principal and/or interest due
under the terms of this Agreement is not received at CFC's office in
Herndon, Virginia, or such other location designated by CFC within 5
business days after the due date thereof, then Borrower shall pay to CFC,
on demand, and in addition to all other amounts due under the terms of this
Agreement, any late-payment and additional interest charges as may then be
in effect pursuant to CFC's then current policies of general application
without setoff or counterclaim. For purposes of this Agreement, a "business
day" means a day that both CFC and the financial institution it employs for
funds remittance are open for business.
8. Limitation on Advances. While an Advance is outstanding, CFC reserves
the right to limit further Advances if the sum of (a) all Advances
outstanding, (b) the amount of any further Advance requested, and (c) the
total amount of Borrower's other unsecured outstanding debt, would exceed
the CFC Commitment.
9. Reduce Balance to Zero. In the event that the term of this Agreement is
greater than twelve months, then the Borrower agrees that for each 12-month
period while this Agreement is in effect, Borrower shall, for a period of
at least five consecutive business days, reduce to zero all amounts
outstanding hereunder. Borrower shall make the first balance reduction
within 360 days of the first Advance hereunder. Each subsequent balance
reduction shall be made within 360 days of the last day of such five-day
period.
10. Credit Support. With CFC's prior written approval, this Agreement may
be used as credit support for other financings.
11. Notices, Acceleration of Debt and Waivers. While an Advance is
outstanding, Borrower agrees to notify CFC in writing of (a) any
delinquency or default on any of its financial obligations in an amount in
excess of $500,000.00, (b) any material adverse change in its financial or
business condition, and (c) if any representation or warranty made in this
Agreement is no longer true in any material respect. If any delinquency,
default, or any other event as a result of which any holder of indebtedness
in an amount in excess of $500,000.00 may declare the same due and payable
shall occur and continue uncorrected for more than any applicable grace
period, or any representation or warranty herein shall no longer be true in
any material respect, or Borrower shall fail to perform or to comply with
any material term of this Agreement, or if the financial condition of
Borrower shall have changed to the extent that such change, in the
reasonable judgment of CFC, materially increases CFC's risk of repayment
hereunder, then CFC may declare at any time all outstanding principal,
interest and other amounts due hereunder immediately due and payable in
full with accrued interest, without presentment or demand, and may withhold
Advances. The Borrower waives the defense of usury and all rights to
setoff, counterclaim, deduction or recoupment.
12. Survival of Representations and Warranties and Payment Obligations.
Borrower agrees that its obligation to repay principal, interest and all
other amounts due hereunder, and the representations and warranties made
herein, shall survive termination of this Agreement. Borrower further
agrees that such repayment obligations shall be automatically reinstated if
and to the extent that for any reason any payment by or on behalf of the
Borrower is rescinded, set aside or must be otherwise restored, whether as
a result of any proceeding in bankruptcy or reorganization or otherwise.
13. Representations and Warranties. Borrower represents and warrants that
as of the date of its application for this line of credit, and on the date
of each Advance hereunder:
a) the Borrower is not in default of any of its financial obligations in an
amount in excess of $500,000.00;
b) there has been no material adverse change in the Borrower's business or
financial condition from that set forth in its most recent audited
financial statements;
c) no litigation is pending or, to the best of Borrower's knowledge,
threatened against the Borrower as to which there is a reasonable
possibility of a determination adverse to Borrower and which, if adversely
determined, would have a material adverse effect on the Borrower's ability
to perform under this Agreement;
d) the information contained in Borrower's audited financial statements,
its other financial reports and information otherwise submitted in
connection with this Agreement is complete and accurate, and said financial
statements and financial reports fairly represent the financial condition
of the Borrower as of the dates reflected thereon;
e) the execution, delivery and performance of this Agreement has been duly
authorized by the Borrower, which authorization has not been rescinded or
modified; and
f) all Advances hereunder will be used only for proper corporate purposes
14. Conditions of Lending. As a condition to CFC making Advances hereunder,
each of the following conditions shall be satisfied at the time of each
Advance:
a) CFC shall have received the Borrower's most recent annual financial
statements, prepared in accordance with GAAP and audited by an independent
certified public accountant, or otherwise in form and substance
satisfactory to CFC;
b) all representations and warranties set forth herein shall be true and
correct; and
c) the Borrower shall have obtained any and all necessary corporate,
regulatory and governmental approvals for the Borrower to execute, deliver
and perform its obligations under this Agreement.
15. GOVERNING LAW; SUBMISSION TO JURISDICTION.
(a) THE PERFORMANCE AND CONSTRUCTION OF THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
VIRGINIA.
(b) BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES COURTS LOCATED IN VIRGINIA AND OF ANY STATE COURT SO LOCATED FOR
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. BORROWER IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE ESTABLISHING OF THE VENUE OF ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
16. Severability. If any term, provision or condition, or any part thereof,
of this Agreement shall for any reason be found or held invalid or
unenforceable by any court or governmental agency of competent
jurisdiction, such invalidity or unenforceability shall not affect the
remainder of such term, provision or condition nor any other term,
provision or condition, and this Agreement shall survive and be construed
as if such invalid or unenforceable term, provision or condition had not
been contained herein.
17. Setoff. CFC is hereby authorized at any time and from time to time
without prior notice to the Borrower to exercise rights of setoff or
recoupment and apply any and all amounts held, or hereafter held, by CFC or
owed to the Borrower or for the credit or account of the Borrower against
any and all of the obligations of the Borrower now or hereafter existing
hereunder. CFC agrees to notify the Borrower promptly after any such setoff
or recoupment and the application thereof, provided that the failure to
give such notice shall not affect the validity of such setoff, recoupment
or application. The rights of CFC under this section are in addition to any
other rights and remedies (including other rights of setoff or recoupment)
which CFC may have.
18. Additional Terms and Conditions. Additional terms and conditions as set
forth herein or attached hereto are an integral part of this Agreement.
19. Termination and Cancellation of Existing Agreement. Borrower agrees
that its existing line(s) of credit No(s).
_09-60-008-R-5999________________________with CFC, if any, and any
agreement(s) relating thereto shall be terminated and any outstanding
principal, interest and other amounts outstanding thereunder shall be
transferred to the line of credit established pursuant to this Agreement
and deemed an Advance hereunder.
20. Miscellaneous. (a) This Agreement contains the entire agreement of the
parties hereto with respect to the matters covered and the transactions
contemplated hereby, and no other agreement, statement or promise made in
connection with this line of credit by any party hereto, or by any
employee, officer, agent or attorney of any party hereto which is not
contained herein shall be valid and binding. (b) Any amendment to this
Agreement must be in writing signed by both parties. (c) No failure or
delay by CFC in exercising any right or remedy hereunder shall operate as a
waiver or preclude the future exercise thereof or of any other right or
remedy. (d) If any payment is due from Borrower on a day which CFC is not
open for business, then such payment shall be made on the next succeeding
day on which CFC is open for business.
21. Effective Date. This Agreement is effective as of
__________________________.
(To be provided by CFC)
22. Additional Terms and Conditions.
Name of Borrower:_______________________________________________________
Signed By:_/s/ Xxxxxx X. Bjornstad_______________________________________
Title:_____________________________________________
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
By: _/s/ Xxxxxx X. Stephens__________________ Loan Number: _09-60-008-R-5100_
Assistant Secretary-Treasurer
