Title
Resolution - Approval and Authorizing a Loan Agreement with National Rural Utilities Cooperative Finance Corporation (CFC), a Supplemental Indenture and Note - F Wolff
Other Info
Submitted By: Freddy Wolff
Department: Financial Services
Financial Impact and Cost/Benefit Considerations: As discussed in Executive Session
Discussion
Pedernales Electric Cooperative, Inc. (the "Cooperative") has previously entered into that certain Master Indenture of Trust (as amended and supplemented to the date hereof, the "Existing Indenture"), dated as of January 1, 1993, with The Bank of New York Mellon (successor to The Frost National Bank of San Antonio), as trustee (the "Trustee"), pursuant to which all secured debt of the Cooperative issued thereunder shall be secured on a parity basis.
The Board of Directors of the Cooperative (the "Board") has determined that it is in the best interest of the Cooperative to obtain a loan from the National Rural Utilities Cooperative Finance Corporation ("CFC"), in an amount not to exceed $100,000,000 (the "Loan"), pursuant to a loan agreement (the "Loan Agreement") to be entered into between the Cooperative and CFC.
The Board previously entered into the Seventh Supplemental Indenture of Trust with the Trustee (the "Seventh Supplemental Indenture") in 2014, amending and supplementing the Existing Indenture (such Existing Indenture as amended and supplemented by the Seventh Supplemental Indenture, the "Indenture") which permitted additional obligations to be secured under the Indenture, subject to Board approval.
The obligations of the Cooperative with respect to the Loan will be evidenced by promissory notes payable by the Cooperative to CFC (collectively, the "Series 2018 Notes"), such notes to be issued as "Additional Obligations" under the Seventh Supplemental Indenture and secured as "Obligations" under the Indenture.
The Board has been presented with the principal terms of the Loan and desires to delegate to the Autho...
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