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$47	Preview Subscribers	2003	Agency Agreement Agency Agreement (218K) Doc #173052: Click preview link for longer preview. U.S. $5,074,816,000* NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION Medium-Term Notes, Series C AGENCY AGREEMENT October 23, 2003 Lehman Brothers Inc. ABN AMRO Incorporated Banc of America Securities LLC Banc One Capital Markets, Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Scotia Capital (USA) Inc. UBS Securities LLC c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Dear Sirs: National Rural Utilities Cooperative Finance Corporation, a District of Columbia cooperative association (the "Company"), confirms its agreement with each of you (individually, an "Agent" and, collectively, the "Agents") with respect to the issue and sale by the Company of up to U.S. $5,074,816,000/ aggregate principal amount of -------------------- Or the U.S. dollar equivalent in certain specified foreign currencies. {PAGE} 2 its Medium-Term Notes, Series C (such Medium-Term Notes, Series C, together with such additional Medium-Term Notes of the Company as are added to this Agreement pursuant to an Amendment, the "Securities"). The Securities are to be issued from time to time pursuant to an Indenture, dated as of December 15, 1987 (as supplemented by a First Supplemental Indenture dated as of October 1, 1990, and as it may be supplemented or amended from time to time, the "Indenture"), between the Company and U.S. Bank Trust National Association, as successor trustee (the "Trustee"). Subject to the terms and conditions stated herein and subject to the reservation by the Company of the right to sell Securities directly on its own behalf at any time, and to any person, and to designate or select additional agents, the Company hereby appoints the Agents as the exclusive agents of the Company for the purpose of soliciting or receiving offers to purchase the Securities from the Company by others. This Agreement shall only apply to sales of the Securities on original issuance and not to sales of any other securities or evidences of indebtedness of the Company and only on the specific terms set forth herein. SECTION 1. Representations and Warranties. The Company represents and warrants to each Agent as of the date hereof, as of each Closing Date (as defined in Section 2(f) hereof), as of each settlement date in respect of any principal purchase (whether pursuant to a Purchase Agreement or otherwise) and as of the times referred to in Sections 6(a) and 6(b) hereof (each Closing Date, each settlement date and each such time being hereinafter sometimes referred to as a "Representation Date"), as follows: (a) Registration Statement and Prospectus. The Company has filed with the Securities and Exchange Commission (the "Commission") Registration Statement on Form S-3 No. 333-109310 (and any registration statements referred to in any Amendment (as defined in Section 12 hereof)) for the registration under the Securities Act of 1933 (the "Act") of the Securities (including a prospectus relating to the registration statements) and has filed and may file one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statements and any such amendments have become effective. Each such registration statement, including financial statements and exhibits, at the time it became effective under the Act, as amended and supplemented (including all documents incorporated therein by reference), is hereinafter referred to as a "Registration Statement". A prospectus supplement dated October 23, 2003, relating to the Securities and to Registration Statement No. 333-109310, including a prospectus, has been prepared and will be filed pursuant to Rule 424 of the rules and regulations of the Commission (the "Rules and Regulations") under the Act (such prospectus and prospectus supplement (or, in the case of any Amendment, the prospectus and prospectus supplement referred to therein) are herein referred to as the "Prospectus"). Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations which amends or supplements the Prospectus. Any reference herein to a Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the effective date of such {PAGE} 3 Registration Statement or the date of the Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to a Registration Statement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the effective date of such Registration Statement, or the date of the Prospectus, as the case may be, and deemed to be incorporated therein by reference. (b) Accuracy of Registration Statements. Each Registration Statement (and such Registration Statement as amended if any post-effective amendment thereof shall have become effective) complies in all material respects with the provisions of the Act and the Exchange Act and the Rules and Regulations and does not contain an untrue statement of a material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus (and the Prospectus as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto) fully complies with the provisions of the Act and the Exchange Act and the Rules and Regulations and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that none of the representations and warranties in this paragraph (b) shall apply to (i) that part of any Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Trustee or (ii) statements in, or omissions from, any Registration Statement or the Prospectus or any amendment thereof or supplement thereto made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Agent for use in connection with the preparation of such Registration Statement or the Prospectus or any such amendment or supplement. (c) Accountants. The accountants who have certified or shall certify the financial statements filed and to be filed with the Commission as parts of any Registration Statement and the Prospectus are independent with respect to the Company as required by the Act and the Rules and Regulations. (d) Due Incorporation. The Company has been duly incorporated and is a validly existing cooperative association in good standing under the laws of the District of Columbia, duly qualified and in good standing in each jurisdiction in which the ownership or leasing of properties or the conduct of its business requires it to be qualified (or the failure to be so qualified will not have a material adverse effect upon the business or condition of the Company), and the Company has the corporate power and holds all valid permits and other required authorizations from governmental authorities necessary to carry on its business as now conducted and as to be conducted on the Closing Date and any Representation Date, and as contemplated by the Prospectus. (e) Material Changes. Since the respective dates as of which information is given in each Registration Statement and the Prospectus, and except as set forth in the Prospectus, there has not been any material adverse change in the condition, financial or 173052	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Agency Agreement: Banc One Capital Markets, – FINANCE CORPORATION Medium-Term Notes, Series C AGENCY AGREEMENT October 23, 2003 Lehman Brothers Inc. ABN AMRO Incorporated Banc of America Securities LLC Banc One Capital Markets, Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Scotia Capital (USA) Inc. UBS Securities _____________ Banc One Capital Markets, – Income Syndicate {PAGE} 26 Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Attention: Product Management - Medium Term Notes Banc One Capital Markets, Inc. 1 Bank One Plaza MC IL1-0595 Chicago, IL 60670 Attention: Investment Grade Securities Deutsche Bank Securities Inc. 60 Wall Street _____________ BANC ONE CAPITAL MARKETS, – s/ VINCENT MURRAY ------------------------------ Name: Vincent Murray Title: Managing Director BANC OF AMERICA SECURITIES LLC, by /s/ LILY CHANG ------------------------------ Name: Lily Chang Title: Principal BANC ONE CAPITAL MARKETS, INC. by /s/ DAVID J. WOOD ------------------------------ Name: David J. Wood Title: Managing Director {PAGE} 30 DEUTSCHE BANK SECURITIES INC. by /s/ RAJ _____________ Banc One Capital Markets, – a continuing basis by National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA) Inc. and UBS _____________ BANC ONE CAPITAL MARKETS, – INC., by ________________________ Name: Title: 27 {PAGE} ABN AMRO INCORPORATED, by ________________________ Name: Title: BANC OF AMERICA SECURITIES LLC, by ________________________ Name: Title: BANC ONE CAPITAL MARKETS, INC., by ________________________ Name: Title: DEUTSCHE BANK SECURITIES INC., by ________________________ Name: Title: J.P. MORGAN SECURITIES INC., by ________________________ Name: Title: _____________ dt 100653 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Agency Agreement: Banc of America Securities – 000* NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION Medium-Term Notes, Series C AGENCY AGREEMENT October 23, 2003 Lehman Brothers Inc. ABN AMRO Incorporated Banc of America Securities LLC Banc One Capital Markets, Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Scotia Capital ( _____________ Banc of America Securities – ABN AMRO Incorporated Park Avenue Plaza 55 E. 52nd St. 6th Floor New York, N.Y. 10055 Attention: Fixed Income Syndicate {PAGE} 26 Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Attention: Product Management - Medium Term Notes Banc One Capital Markets, Inc. 1 Bank One _____________ BANC OF AMERICA SECURITIES – s/ MARTIN GOLDBERG ------------------------------ Name: Martin Goldberg Title: Senior Vice President ABN AMRO INCORPORATED, by /s/ VINCENT MURRAY ------------------------------ Name: Vincent Murray Title: Managing Director BANC OF AMERICA SECURITIES LLC, by /s/ LILY CHANG ------------------------------ Name: Lily Chang Title: Principal BANC ONE CAPITAL MARKETS, INC. by /s/ DAVID J. WOOD ------------------------------ Name: David J. _____________ Banc of America Securities – are to be offered on a continuing basis by National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital ( _____________ Banc of America Securities – Rural Utilities Cooperative Finance Corporation (the "Company"), a District of Columbia cooperative association, Lehman Brothers Inc. (an "Agent"), ABN AMRO Incorporated (an "Agent") Banc of America Securities LLC (an "Agent"), Bank One Capital Markets, Inc. (an "Agent"), Deutsche Bank Securities, Inc. (an "Agent"), J.P. Morgan Securities Inc. (an "Agent"), _____________ dt 93732 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Agency Agreement: Bank of New York – transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business Day immediately preceding the Settlement Date (as Bank of New York – instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment dt 42325 ;	Cede Cede & Co. ( Financial ) As referenced in this Agency Agreement: CEDE & CO – fully registered form without coupons. Each Global Security will be registered in the name of CEDE & CO ., as nominee for DTC, on the securities register for the Notes maintained under the dt 38955 ; Deutsche Bank Deutsche Bank Securities Inc. ( Financial ) As referenced in this Agency Agreement: Deutsche Bank Securities Inc – Series C AGENCY AGREEMENT October 23, 2003 Lehman Brothers Inc. ABN AMRO Incorporated Banc of America Securities LLC Banc One Capital Markets, Inc. Deutsche Bank Securities Inc . J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Scotia Capital (USA) Inc. UBS Securities LLC c/o Lehman Brothers _____________ Deutsche Bank Securities Inc – Management - Medium Term Notes Banc One Capital Markets, Inc. 1 Bank One Plaza MC IL1-0595 Chicago, IL 60670 Attention: Investment Grade Securities Deutsche Bank Securities Inc . 60 Wall Street 36th Floor New York, NY 10005 Attention: Debt Capital Markets J.P. Morgan Securities Inc. 270 Park Avenue New _____________ DEUTSCHE BANK SECURITIES INC – Lily Chang Title: Principal BANC ONE CAPITAL MARKETS, INC. by /s/ DAVID J. WOOD ------------------------------ Name: David J. Wood Title: Managing Director {PAGE} 30 DEUTSCHE BANK SECURITIES INC . by /s/ RAJ BHATTACHARYYA ------------------------------ Name: Raj Bhattacharyya Title Managing Director by /s/ DEAN BELLISSIMO ------------------------------- Name: Dean Bellissimo Title: Director J.P. MORGAN _____________ Deutsche Bank Securities Inc – Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One Capital Markets, Inc., Deutsche Bank Securities Inc ., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA) Inc. and UBS Securities LLC, as agents (each _____________ Deutsche Bank Securities, Inc – Brothers Inc. (an "Agent"), ABN AMRO Incorporated (an "Agent") Banc of America Securities LLC (an "Agent"), Bank One Capital Markets, Inc. (an "Agent"), Deutsche Bank Securities, Inc . (an "Agent"), J.P. Morgan Securities Inc. (an "Agent"), Merrill Lynch, Pierce, Fenner & Smith Incorporated (an "Agent") Scotia Capital (USA) Inc. (an " _____________ dt 98595 ; More...
$46	Preview Subscribers	2003	Agency Agreement Agency Agreement (66K) Doc #173054: Click preview link for longer preview. AGENCY AGREEMENT October 23, 2003 Lehman Brothers Inc. ABN AMRO Incorporated Banc of America Securities LLC Banc One Capital Markets, Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Scotia Capital (USA) Inc. UBS Securities LLC c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Dear Sirs: National Rural Utilities Cooperative Finance Corporation, a District of Columbia cooperative association (the "Company"), confirms its agreement with each of you (individually, an "Agent" and, collectively, the "Agents") with respect to the issue and sale by the Company of up to U.S. $5,074,816,000/ aggregate principal amount of -------------------- Or the U.S. dollar equivalent in certain specified foreign currencies. {PAGE} 2 its Medium-Term Notes, Series C (such Medium-Term Notes, Series C, together with such additional Medium-Term Notes of the Company as are added to this Agreement pursuant to an Amendment, the "Securities"). The Securities are to be issued from time to time pursuant to an Indenture, dated as of December 15, 1987 (as supplemented by a First Supplemental Indenture dated as of October 1, 1990, and as it may be supplemented or amended from time to time, the "Indenture"), between the Company and U.S. Bank Trust National Association, as successor trustee (the "Trustee"). Subject to the terms and conditions stated herein and subject to the reservation by the Company of the right to sell Securities directly on its own behalf at any time, and to any person, and to designate or select additional agents, the Company hereby appoints the Agents as the exclusive agents of the Company for the purpose of soliciting or receiving offers to purchase the Securities from the Company by others. This Agreement shall only apply to sales of the Securities on original issuance and not to sales of any other securities or evidences of indebtedness of the Company and only on the specific terms set forth herein. SECTION 1. Representations and Warranties. The Company represents and warrants to each Agent as of the date hereof, as of each Closing Date (as defined in Section 2(f) hereof), as of each settlement date in respect of any principal purchase (whether pursuant to a Purchase Agreement or otherwise) and as of the times referred to in Sections 6(a) and 6(b) hereof (each Closing Date, each settlement date and each such time being hereinafter sometimes referred to as a "Representation Date"), as follows: (a) Registration Statement and Prospectus. The Company has filed with the Securities and Exchange Commission (the "Commission") Registration Statement on Form S-3 No. 333-109310 (and any registration statements referred to in any Amendment (as defined in Section 12 hereof)) for the registration under the Securities Act of 1933 (the "Act") of the Securities (including a prospectus relating to the registration statements) and has filed and may file one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statements and any such amendments have become effective. Each such registration statement, including financial statements and exhibits, at the time it became effective under the Act, as amended and supplemented (including all documents incorporated therein by reference), is hereinafter referred to as a "Registration Statement". A prospectus supplement dated October 23, 2003, relating to the Securities and to Registration Statement No. 333-109310, including a prospectus, has been prepared and will be filed pursuant to Rule 424 of the rules and regulations of the Commission (the "Rules and Regulations") under the Act (such prospectus and prospectus supplement (or, in the case of any Amendment, the prospectus and prospectus supplement referred to therein) are herein referred to as the "Prospectus"). Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant to Rule 424 of the Rules and Regulations which amends or supplements the Prospectus. Any reference herein to a Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the effective date of such 173054	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Agency Agreement: Banc One Capital Markets, – FINANCE CORPORATION Medium-Term Notes, Series C AGENCY AGREEMENT October 23, 2003 Lehman Brothers Inc. ABN AMRO Incorporated Banc of America Securities LLC Banc One Capital Markets, Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Scotia Capital (USA) Inc. UBS Securities _____________ Banc One Capital Markets, – Income Syndicate {PAGE} 26 Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Attention: Product Management - Medium Term Notes Banc One Capital Markets, Inc. 1 Bank One Plaza MC IL1-0595 Chicago, IL 60670 Attention: Investment Grade Securities Deutsche Bank Securities Inc. 60 Wall Street _____________ BANC ONE CAPITAL MARKETS, – s/ VINCENT MURRAY ------------------------------ Name: Vincent Murray Title: Managing Director BANC OF AMERICA SECURITIES LLC, by /s/ LILY CHANG ------------------------------ Name: Lily Chang Title: Principal BANC ONE CAPITAL MARKETS, INC. by /s/ DAVID J. WOOD ------------------------------ Name: David J. Wood Title: Managing Director {PAGE} 30 DEUTSCHE BANK SECURITIES INC. by /s/ RAJ _____________ Banc One Capital Markets, – a continuing basis by National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA) Inc. and UBS _____________ BANC ONE CAPITAL MARKETS, – INC., by ________________________ Name: Title: 27 {PAGE} ABN AMRO INCORPORATED, by ________________________ Name: Title: BANC OF AMERICA SECURITIES LLC, by ________________________ Name: Title: BANC ONE CAPITAL MARKETS, INC., by ________________________ Name: Title: DEUTSCHE BANK SECURITIES INC., by ________________________ Name: Title: J.P. MORGAN SECURITIES INC., by ________________________ Name: Title: _____________ dt 100654 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Agency Agreement: Banc of America Securities – 000* NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION Medium-Term Notes, Series C AGENCY AGREEMENT October 23, 2003 Lehman Brothers Inc. ABN AMRO Incorporated Banc of America Securities LLC Banc One Capital Markets, Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Scotia Capital ( _____________ Banc of America Securities – ABN AMRO Incorporated Park Avenue Plaza 55 E. 52nd St. 6th Floor New York, N.Y. 10055 Attention: Fixed Income Syndicate {PAGE} 26 Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Attention: Product Management - Medium Term Notes Banc One Capital Markets, Inc. 1 Bank One _____________ BANC OF AMERICA SECURITIES – s/ MARTIN GOLDBERG ------------------------------ Name: Martin Goldberg Title: Senior Vice President ABN AMRO INCORPORATED, by /s/ VINCENT MURRAY ------------------------------ Name: Vincent Murray Title: Managing Director BANC OF AMERICA SECURITIES LLC, by /s/ LILY CHANG ------------------------------ Name: Lily Chang Title: Principal BANC ONE CAPITAL MARKETS, INC. by /s/ DAVID J. WOOD ------------------------------ Name: David J. _____________ Banc of America Securities – are to be offered on a continuing basis by National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital ( _____________ Banc of America Securities – Rural Utilities Cooperative Finance Corporation (the "Company"), a District of Columbia cooperative association, Lehman Brothers Inc. (an "Agent"), ABN AMRO Incorporated (an "Agent") Banc of America Securities LLC (an "Agent"), Bank One Capital Markets, Inc. (an "Agent"), Deutsche Bank Securities, Inc. (an "Agent"), J.P. Morgan Securities Inc. (an "Agent"), _____________ dt 93733 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Agency Agreement: Bank of New York – transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business Day immediately preceding the Settlement Date (as Bank of New York – instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment dt 42326 ;	Cede Cede & Co. ( Financial ) As referenced in this Agency Agreement: CEDE & CO – fully registered form without coupons. Each Global Security will be registered in the name of CEDE & CO ., as nominee for DTC, on the securities register for the Notes maintained under the dt 38956 ; Deutsche Bank Deutsche Bank Securities Inc. ( Financial ) As referenced in this Agency Agreement: Deutsche Bank Securities Inc – Series C AGENCY AGREEMENT October 23, 2003 Lehman Brothers Inc. ABN AMRO Incorporated Banc of America Securities LLC Banc One Capital Markets, Inc. Deutsche Bank Securities Inc . J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Scotia Capital (USA) Inc. UBS Securities LLC c/o Lehman Brothers _____________ Deutsche Bank Securities Inc – Management - Medium Term Notes Banc One Capital Markets, Inc. 1 Bank One Plaza MC IL1-0595 Chicago, IL 60670 Attention: Investment Grade Securities Deutsche Bank Securities Inc . 60 Wall Street 36th Floor New York, NY 10005 Attention: Debt Capital Markets J.P. Morgan Securities Inc. 270 Park Avenue New _____________ DEUTSCHE BANK SECURITIES INC – Lily Chang Title: Principal BANC ONE CAPITAL MARKETS, INC. by /s/ DAVID J. WOOD ------------------------------ Name: David J. Wood Title: Managing Director {PAGE} 30 DEUTSCHE BANK SECURITIES INC . by /s/ RAJ BHATTACHARYYA ------------------------------ Name: Raj Bhattacharyya Title Managing Director by /s/ DEAN BELLISSIMO ------------------------------- Name: Dean Bellissimo Title: Director J.P. MORGAN _____________ Deutsche Bank Securities Inc – Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One Capital Markets, Inc., Deutsche Bank Securities Inc ., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA) Inc. and UBS Securities LLC, as agents (each _____________ Deutsche Bank Securities, Inc – Brothers Inc. (an "Agent"), ABN AMRO Incorporated (an "Agent") Banc of America Securities LLC (an "Agent"), Bank One Capital Markets, Inc. (an "Agent"), Deutsche Bank Securities, Inc . (an "Agent"), J.P. Morgan Securities Inc. (an "Agent"), Merrill Lynch, Pierce, Fenner & Smith Incorporated (an "Agent") Scotia Capital (USA) Inc. (an " _____________ dt 98596 ; More...
$99	Preview Subscribers	2003	Credit and Guaranty Agreement Credit and Guaranty Agreement (463K) Doc #614532: Click preview link for longer preview. TESORO PETROLEUM CORPORATION SENIOR SECURED TERM LOANS DUE 2008 CREDIT AND GUARANTY AGREEMENT Dated as of April 17, 2003 GOLDMAN SACHS CREDIT PARTNERS L.P. Administrative Agent GOLDMAN SACHS CREDIT PARTNERS L.P. Sole Lead Arranger, Sole Bookrunner and Syndication Agent ================================================================================ . . . 614532	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Credit and Guaranty Agreement: Banc One Capital Markets, Inc – Senior Credit Facility" means those certain senior secured credit facilities of the Company available pursuant to the Credit Agreement, by and among the Company, Bank One, NA, as Administrative Agent, Banc One Capital Markets, Inc ., as Sole Lead Arranger and Sole Bookrunner, Goldman Credit Partners L.P., as Syndication Agent, and certain other financial 36 {PAGE} institutions from time to time parties thereto, as _____________ dt 1394818 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit and Guaranty Agreement: ABN AMRO Bank N.V., – Restated Credit Agreement dated as of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A., Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended _____________ dt 1470933 ; Tesoro Petroleum Tesoro Petroleum Co. Inc. ( Oil & Gas Operations ) ;	ABN AMRO Bank ABN AMRO Bank N.V. ( Money Center Banks ) As referenced in this Credit and Guaranty Agreement: ABN AMRO Bank N.V., – Restated Credit Agreement dated as of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A., Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended _____________ dt 1470933 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit and Guaranty Agreement: Bank of America, N.A. – of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A. , Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended by that certain First Amendment _____________ dt 1554544 ; More...
$99	Preview Subscribers	2004	Credit and Guaranty Agreement Credit and Guaranty Agreement (451K) Doc #943937: Click preview link for longer preview. Exhibit 10.2(h) SECURED SUPERPRIORITY DEBTOR IN POSSESSION CREDIT AND GUARANTY AGREEMENT DATED AS OF SEPTEMBER 19, 2003 AMONG NORTHWESTERN CORPORATION A DEBTOR AND DEBTOR IN POSSESSION, AS BORROWER, THE OTHER LOAN PARTIES PARTY HERETO AS GUARANTORS, THE LENDERS PARTY HERETO FROM TIME TO TIME, AND BANK ONE, NA (with its main office in Chicago, Illinois), AS INITIAL LENDER, AGENT AND LC ISSUER BANC ONE CAPITAL MARKETS, INC., AS LEAD . . . 943937	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Credit and Guaranty Agreement: BANC ONE CAPITAL MARKETS, INC – PARTY HERETO AS GUARANTORS, THE LENDERS PARTY HERETO FROM TIME TO TIME, AND BANK ONE, NA (with its main office in Chicago, Illinois), AS INITIAL LENDER, AGENT AND LC ISSUER BANC ONE CAPITAL MARKETS, INC ., AS LEAD ARRANGER AND SOLE BOOK RUNNER TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II THE FACILITY 2.1 The Facility 2.1.1 Revolving Loans 2.1.2 _____________ Banc One Capital Markets, Inc – by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. “Arranger” means Banc One Capital Markets, Inc ., a Delaware corporation, and its successors, in its capacity as Lead Arranger and Sole Book Runner. “Article” means an article of this Agreement unless another document is _____________ dt 1394939 ; IBEW International Brotherhood of Electrical Workers ( Unions ) As referenced in this Credit and Guaranty Agreement: International Brotherhood of Electrical Workers, – Montana Power Company), as amended pursuant to June 2001 Labor Negotiations (as set forth in Transmittal Letter dated 6/20/01) Local Union No. 44 (Butte, Montana) of the International Brotherhood of Electrical Workers, AFL-CIO 5/1/98 – 4/30/01 (original) 5/1/01 – 4/30/04 (as amended) Collective Bargaining Agreement/Labor Agreement (The Montana Power Company), as _____________ dt 1475384 ; Teamsters International Brotherhood of Teamsters ( Unions ) As referenced in this Credit and Guaranty Agreement: International Brotherhood of Teamsters – Power Company), as amended by August 2001 Labor Negotiations (as set forth in the Transmittal Letter dated 8/30/01) Butte Teamsters’ Union, Local No. 2 (Affiliated with the International Brotherhood of Teamsters and Joint Council of Teamsters #3) Employees in Silver Bow County, MT, classified as Truck Drivers, Garagemen, Warehousemen, and Gas Meter Repairmen 7/1/98 – 6/30/01 (original) _____________ dt 1334982 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Credit and Guaranty Agreement: Bank of New York, – Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago time) _____________ dt 1585304 ; Bank One Bank One, NA ( Financial ) As referenced in this Credit and Guaranty Agreement: BANK ONE, NA – 19, 2003 AMONG NORTHWESTERN CORPORATION A DEBTOR AND DEBTOR IN POSSESSION, AS BORROWER, THE OTHER LOAN PARTIES PARTY HERETO AS GUARANTORS, THE LENDERS PARTY HERETO FROM TIME TO TIME, AND BANK ONE, NA (with its main office in Chicago, Illinois), AS INITIAL LENDER, AGENT AND LC ISSUER BANC ONE CAPITAL MARKETS, INC., AS LEAD ARRANGER AND SOLE BOOK RUNNER TABLE OF CONTENTS _____________ Bank One, NA – in possession under chapter 11 of the Bankruptcy Code (together with its successors and assigns, the “Borrower”), the other Loan Parties party hereto as Guarantors, the Lenders and Bank One, NA , a national banking association having its principal office in Chicago, Illinois, as LC Issuer, Initial Lender and as Agent. RECITALS On September 14, 2003 (the “Petition Date”), _____________ Bank One, NA – Revolving Exposure. “Available Revolving Commitment” means, at any time, the Revolving Commitment then in effect minus the Aggregate Revolving Exposure at such time. “Bank One” means Bank One, NA , a national banking association, in its individual capacity, and its successors. “Banking Services” means each and any of the following bank services provided to any Loan Party _____________ Bank One, NA – 160; Appointment; Nature of Relationship. Bank One, NA is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each _____________ BANK ONE, NA – III, Esq. Paul, Hastings, Janofsky & Walker LLP 600 Peachtree Street, N.E., Suite 2400 Atlanta, Georgia 30308 Facsimile: (404) 815-2424 101 AGENT, LC ISSUER AND LENDER: BANK ONE, NA Individually, as Agent, Lender and LC Issuer By: Name: Joseph R. Lehrer Title: Managing Director Address: 120 South LaSalle Street, 20th Floor Chicago, Illinois 60603 Attention: Andrew D. _____________ dt 1374298 ; More...
$99	Preview Subscribers	2003	Credit and Guaranty Agreement Credit and Guaranty Agreement (464K) Doc #1542979: Click preview link for longer preview. TESORO PETROLEUM CORPORATION SENIOR SECURED TERM LOANS DUE 2008 CREDIT AND GUARANTY AGREEMENT Dated as of April 17, 2003 GOLDMAN SACHS CREDIT PARTNERS L.P. Administrative Agent GOLDMAN SACHS CREDIT PARTNERS L.P. Sole Lead Arranger, Sole Bookrunner and Syndication Agent ================================================================================ <PAGE> . . . 1542979	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Credit and Guaranty Agreement: Banc One Capital Markets, Inc – Senior Credit Facility" means those certain senior secured credit facilities of the Company available pursuant to the Credit Agreement, by and among the Company, Bank One, NA, as Administrative Agent, Banc One Capital Markets, Inc ., as Sole Lead Arranger and Sole Bookrunner, Goldman Credit Partners L.P., as Syndication Agent, and certain other financial 36 <PAGE> institutions from time to time parties _____________ dt 1395381 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit and Guaranty Agreement: ABN AMRO Bank N.V., – Restated Credit Agreement dated as of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A., Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended _____________ dt 1471279 ; Tesoro Tesoro Corp /New/ ;	ABN AMRO Bank ABN AMRO Bank N.V. ( Money Center Banks ) As referenced in this Credit and Guaranty Agreement: ABN AMRO Bank N.V., – Restated Credit Agreement dated as of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A., Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended _____________ dt 1471279 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit and Guaranty Agreement: Bank of America, N.A. – of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A. , Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended by that certain First Amendment _____________ dt 1556085 ; More...
$99	Preview Subscribers	2003	Credit and Guaranty Agreement Credit and Guaranty Agreement (464K) Doc #2105727: Click preview link for longer preview. TESORO PETROLEUM CORPORATION SENIOR SECURED TERM LOANS DUE 2008 CREDIT AND GUARANTY AGREEMENT Dated as of April 17, 2003 GOLDMAN SACHS CREDIT PARTNERS L.P. Administrative Agent GOLDMAN SACHS CREDIT PARTNERS L.P. Sole Lead Arranger, Sole Bookrunner and Syndication Agent ================================================================================ . . . 2105727	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Credit and Guaranty Agreement: Banc One Capital Markets, Inc – Senior Credit Facility" means those certain senior secured credit facilities of the Company available pursuant to the Credit Agreement, by and among the Company, Bank One, NA, as Administrative Agent, Banc One Capital Markets, Inc ., as Sole Lead Arranger and Sole Bookrunner, Goldman Credit Partners L.P., as Syndication Agent, and certain other financial 36 {PAGE} institutions from time to time parties thereto, as _____________ dt 1395858 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit and Guaranty Agreement: ABN AMRO Bank N.V., – Restated Credit Agreement dated as of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A., Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended _____________ dt 1471599 ; Gold Star Maritime Co Gold Star Maritime Co ;	ABN AMRO Bank ABN AMRO Bank N.V. ( Money Center Banks ) As referenced in this Credit and Guaranty Agreement: ABN AMRO Bank N.V., – Restated Credit Agreement dated as of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A., Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended _____________ dt 1471599 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit and Guaranty Agreement: Bank of America, N.A. – of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A. , Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended by that certain First Amendment _____________ dt 1557428 ; More...
$99	Preview Subscribers	2003	Credit and Guaranty Agreement Credit and Guaranty Agreement (464K) Doc #2180308: Click preview link for longer preview. TESORO PETROLEUM CORPORATION SENIOR SECURED TERM LOANS DUE 2008 CREDIT AND GUARANTY AGREEMENT Dated as of April 17, 2003 GOLDMAN SACHS CREDIT PARTNERS L.P. Administrative Agent GOLDMAN SACHS CREDIT PARTNERS L.P. Sole Lead Arranger, Sole Bookrunner and Syndication Agent ================================================================================ . . . 2180308	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Credit and Guaranty Agreement: Banc One Capital Markets, Inc – Senior Credit Facility" means those certain senior secured credit facilities of the Company available pursuant to the Credit Agreement, by and among the Company, Bank One, NA, as Administrative Agent, Banc One Capital Markets, Inc ., as Sole Lead Arranger and Sole Bookrunner, Goldman Credit Partners L.P., as Syndication Agent, and certain other financial 36 {PAGE} institutions from time to time parties thereto, as _____________ dt 1395898 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit and Guaranty Agreement: ABN AMRO Bank N.V., – Restated Credit Agreement dated as of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A., Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended _____________ dt 1471629 ; Smileys Super Service Inc Smileys Super Service Inc ;	ABN AMRO Bank ABN AMRO Bank N.V. ( Money Center Banks ) As referenced in this Credit and Guaranty Agreement: ABN AMRO Bank N.V., – Restated Credit Agreement dated as of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A., Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended _____________ dt 1471629 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit and Guaranty Agreement: Bank of America, N.A. – of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A. , Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended by that certain First Amendment _____________ dt 1557599 ; More...
$99	Preview Subscribers	2003	Credit and Guaranty Agreement Credit and Guaranty Agreement (464K) Doc #2239585: Click preview link for longer preview. TESORO PETROLEUM CORPORATION SENIOR SECURED TERM LOANS DUE 2008 CREDIT AND GUARANTY AGREEMENT Dated as of April 17, 2003 GOLDMAN SACHS CREDIT PARTNERS L.P. Administrative Agent GOLDMAN SACHS CREDIT PARTNERS L.P. Sole Lead Arranger, Sole Bookrunner and Syndication Agent ================================================================================ . . . 2239585	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Credit and Guaranty Agreement: Banc One Capital Markets, Inc – Senior Credit Facility" means those certain senior secured credit facilities of the Company available pursuant to the Credit Agreement, by and among the Company, Bank One, NA, as Administrative Agent, Banc One Capital Markets, Inc ., as Sole Lead Arranger and Sole Bookrunner, Goldman Credit Partners L.P., as Syndication Agent, and certain other financial 36 {PAGE} institutions from time to time parties thereto, as _____________ dt 1395893 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit and Guaranty Agreement: ABN AMRO Bank N.V., – Restated Credit Agreement dated as of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A., Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended _____________ dt 1471642 ; Victory Finance Co Victory Finance Co ;	ABN AMRO Bank ABN AMRO Bank N.V. ( Money Center Banks ) As referenced in this Credit and Guaranty Agreement: ABN AMRO Bank N.V., – Restated Credit Agreement dated as of May 17, 2002, by and among the Company, the lenders party thereto, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A., Credit Lyonnais New York Branch and The Bank of Nova Scotia, as co-documentation agents, and Bank One, NA, as administrative agent, as amended _____________ dt 1471642 ;