Title
Resolution - Approval of Authorization for Amendments and Extension to Short-Term Debt Financing for the Cooperative - R Kruger
Other Info
Submitted By: Randy Kruger
Department: Chief Financial Officer
Financial Impact and Cost/Benefit Considerations: As discussed in Executive Session.
Discussion
The Cooperative previously authorized in November 2020 short-term debt facilities (unsecured) to finance the operations and expenses of the Cooperative in an amount not to exceed $305,000,000.
To continue to fund its capital improvement budget and operating budget, the Cooperative is assessing its ongoing financial structure and options available in consideration of the financial health of the Cooperative and in the best interests of the Cooperative.
The Cooperative wishes to extend its 364-day revolving credit facility with Bank of America, N.A. and the other lenders thereunder (or affiliates) for a period up to one year and to effect a repricing and other amendments.
Body
WHEREAS, the Cooperative is currently a party to that certain 364-Day Credit Agreement, dated as of December 4, 2020 (as heretofore amended, the “Credit Agreement”), with Bank of America, N.A., CoBank, ACB and JPMorgan Chase Bank, N.A. (collectively, the “Lenders”) pursuant to which the Lenders agreed to make loans to the Cooperative in an aggregate outstanding principal amount not to exceed $105,000,000; and
WHEREAS, the Cooperative wishes to amend the Credit Agreement in order to extend the maturity for a period of up to one year and to effect a repricing and other amendments (collectively, the “Amendments”); and
WHEREAS, the Board has been presented with the principal terms of the Amendments to be entered into with the Lenders and desires to delegate to the Authorized Officers (as defined below) to negotiate and approve the final form of the Amendments and any other documentation governing the 364-day revolving credit facility setting forth such terms, and hereby finds that it is in the best interest of the Cooperative to authorize and approve the execution and delivery of the Amendments and such other documentation; and
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the Cooperative authorizes the execution, delivery and performance of the Amendments and all of the terms thereof and such other terms as any Authorized Officer determines necessary or appropriate, such determination to be conclusively evidenced by such execution and delivery; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the Chief Executive Officer and the Chief Financial Officer of the Cooperative or any person designated in writing for such purpose by either of such officers (each an “Authorized Officer” and collectively, the “Authorized Officers”), are each hereby authorized (whether acting together or alone) as a duly authorized officer or agent of the Cooperative, for and in the name and on behalf of the Cooperative, to negotiate, execute and deliver or acknowledge, the aforementioned document, and/or any other agreements that may be required with a credit bank, and any other agreements, certificates, consents, affidavits, opinions, and other instruments of any nature necessary or appropriate to give effect to such extension of such short-term debt or other amendments, in each case in such form and containing such terms and conditions as such officer or agent may in her or his reasonable discretion deem necessary, appropriate, or desirable; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the Authorized Officers are each hereby authorized as a duly authorized officer or agent of the Cooperative, for and in the name and on behalf of the Cooperative, to do any and all acts deemed by such officer in such officer's judgment to be necessary or appropriate in the best interests of the Cooperative to give effect to the foregoing resolutions.