SIXTH AMENDMENT TO CREDIT
AGREEMENT
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“CoBank”:
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CoBank,
ACB
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5500
South Quebec Street
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Greenwood
Village, Colorado 80111
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“Borrower”:
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National
Cooperative Refinery Association
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2000 Main
Street
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P.O. Box
1404
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McPherson, Kansas 67460
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“Syndication Parties”:
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Whose
signatures appear below
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Execution
Date:
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December 12, 2008
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A. CoBank (in
its capacity as the Administrative Agent (“Agent”) and
as a Syndication Party) and Borrower have entered into that certain
Amended and Restated Credit Agreement dated as of December 16,
2003, and that certain First Amendment to 2003 Amended and Restated
Credit Agreement dated December 15, 2005, that certain Second
Amendment to 2003 Amended and Restated Credit Agreement dated
June 30, 2006, that certain Third Amendment to 2003 Amended
and Restated Credit Agreement dated December 13, 2006, and
that certain Fourth Amendment to 2003 Amended and Restated Credit
Agreement dated September 17, 2007 and that certain Fifth
Amendment to 2003 Amended and Restated Credit Agreement dated as of
November 2, 2007 (as amended, and as further amended,
modified, or supplemented from time to time, the “Credit
Agreement”) pursuant to which CoBank and any entity which
becomes a “Syndication Party” has extended certain
credit facilities to Borrower under the terms and conditions set
forth in the Credit Agreement.
B. Borrower
has requested that the Agent and the Syndication Parties extend the
maturity of the 2-Year Facility, which the Agent and the
Syndication Parties are willing to do under the terms and
conditions as set forth in this Sixth Amendment to Credit Agreement
(“Sixth Amendment”). Borrower, the Agent and the
Syndication Parties acknowledge and agree that the “2-Year
Facility” is now a facility that will terminate and mature in
approximately one year, further acknowledge and agree that the
references to a “2-Year Facility” and other various
references including the term “2-Year” have been left
in the Credit Agreement to avoid a significant redrafting thereof
and to avoid redrafting of other related documents, and further
acknowledge and agree that the references to a “2-Year
Facility” and other various references including the term
“2-Year”shall not express or imply that the term or
maturity of the facility is other than that agreed to in this
Amendment.
Now, therefore, in
consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1.
Amendments to Credit Agreement . The Credit Agreement is
amended as of the Effective Date as follows:
1.1
The following Sections of Article 1 are hereby amended in
their entirety to read as follows:
1.11
Base Rate : means a rate per annum announced by the
Administrative Agent on the first Business Day of each week, which
shall be the sum of (a) the higher of (i) 150 basis
points greater than the highest of the one week, or one month LIBO
Rate or (ii) the Prime Rate, plus (b) 25 basis
points.
1.18
Committed Letter of Credit Fee : shall mean a fee equal to
125.0 basis points multiplied by the face amount of the Committed
Letter of Credit.
1.20
Commitment Fee Factor : means 25.0 basis points per
annum.
1.48
LIBO Rate : means (a) with respect to each day during
each LIBO Rate Period applicable to a LIBO Rate Loan, the per annum
rate for the LIBO Rate Period selected by Borrower, determined by
the Administrative Agent (which shall be the LIBOR rate in effect
two Business Days prior to the LIBO Rate Loan) rounded up to the
1/100th of 1% per annum, or (b) with respect to the
determination of the Base Rate, the LIBOR rate, determined by the
Administrative Agent for the determination period relating thereto,
on the date of determination, in each case divided a percentage
equal to 100% minus the stated maximum rate of all reserve
requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves) applicable on
such date to any member bank of the Federal Reserve System in
respect of “Eurocurrency liabilities” as defined in
Regulation D (or any successor category of liabilities under
Regulation D).
1.49
LIBOR Margin : means 125.0 basis points per
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