Title
Resolution - Approval of Authorization for Credit Facilities for Issuance of PEC Letters of Credit - R Kruger
Other Info
Submitted By: Renee Oelschleger on behalf of Randy Kruger
Department: Chief Financial Officer
Financial Impact and Cost/Benefit Considerations: As discussed in Executive Session.
Discussion
The Cooperative has various existing long-term and short-term debt facilities (secured and unsecured) to finance the operations and expenses of the Cooperative.
To continue to deliver low-cost and reliable energy to its members, the Cooperative has obtained or expects to obtain bank commitments to issue direct pay and/or standby letters of credit in the aggregate amount of up to $100,000,000 to provide credit support in connection with its power purchase transactions with third parties and to provide credit support for such other corporate purposes of the Cooperative.
Body
WHEREAS, for the continued operations of the Cooperative, the Cooperative requires commitments for one or more letter of credit facilities under which Lenders (as defined below) will issue letters of credit on the Cooperative’s behalf to applicable beneficiaries; and
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the Cooperative authorizes the issuance or incurrence of short-term debt in the aggregate principal amount up to $100,000,000, which debt may be unsecured; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the short-term debt authorized herein may include one or more revolving credit facilities or letter of credit facilities or sub-facilities pursuant to multibank or separate bilateral agreements to be entered into with Bank of America, N.A. (or an affiliate), JPMorgan Chase Bank, N.A. (or an affiliate) and/or other lenders (collectively the “Lenders” and each a “Lender”) selected by an Authorized Officer (as defined herein); and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the form, terms and provisions of any direct pay and/or standby letter of credit issued by a Lender to provide credit support for the Cooperative’s power purchase program and for any other corporate purpose, and the form, terms and provisions of any related reimbursement or other agreements with one or more Lenders to be executed in connection with commitments to issue or the issuance of such letters of credit, if applicable, are hereby approved; 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 (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 documents, and/or any other agreements that may be required with a credit bank, letter of credit issuer, investor, dealer, agent or depository institution, and any other agreements, certificates, consents, affidavits, opinions, and other instruments of any nature necessary or appropriate to give effect to the short-term debt financings for the letter of credit facilities described in this resolution, 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 further authorized to negotiate, execute and deliver renewals, extensions, supplements and/or amendments to any of the aforementioned documents, in each case 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; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that all actions taken prior to the effective date hereof by the officers and duly authorized agents of the Cooperative in connection with the subject of the foregoing resolutions be and are hereby ratified, confirmed, and approved.