Common use of ICC Transactions Clause in Contracts

ICC Transactions. RTFC and the Trustee entered into a Purchase Agreement as part of a $250 million credit bid made by RTFC for certain ICC assets and stock in ICC Companies in Group 1 (collectively, “ICC Assets”). The ICC Assets were sold to RTFC, with RTFC reserving the right to assign its rights under the Purchase Agreement to CFC or one or more designees controlled by the Borrower and wholly owned directly or indirectly by the Borrower (collectively as the “ICC Related Companies”). In such cases, among other things, (i) the Borrower has provided equity and/or debt capitalization of, and ongoing funding for, the entities involved in the acquisition, ownership and operation of ICC Assets; (ii) the Borrower has provided working capital and capital expenditure financing to the (NY) 27011/233/CA/RBS.CA.doc ICC Companies and for the ICC Assets, either directly or through such subsidiaries; (iii) the acquisition of ICC Assets involved settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower directly or through ICC Related Companies; (iv) the Borrower has provided credit support and/or credit enhancement for obligations of ICC Related Companies, including without limitation in the form of guaranties and/or letters of credit; (v) the Borrower holds such ICC Assets (through one or more special purpose entities) and operates or provides for the operation of the ICC Companies for the purpose of preserving and rehabilitating such ICC Assets, preparing them for resale or other disposition and reselling or disposing of them in one or more transactions at a price or prices or for other consideration satisfactory to the Borrower; and (vi) the Borrower, through its subsidiaries, has engaged staff and/or outside consultants, agents, managers, management companies and other professional advisers to advise and assist with respect to, and/or to carry out, the foregoing. All of the transactions, actions and other matters referred to above in this paragraph (together with such other related transactions and steps, occurring prior to or concurrently with or within a reasonable time after the transactions, actions and other matters referred to above and as may be reasonably necessary to carry out such transactions, actions and other matters) are hereby defined collectively as the “ICC Transactions.” Nothing in this Schedule 9.15 or in Section 9.15 of the Credit Agreement shall constitute an obligation on the Borrower, RTFC or any other Person to enter into all or any of the transactions, or to take all or any of the actions, described in this Schedule 9.15. Transactions and actions referred to in this Schedule 9.15 are not necessarily listed in the chronological order in which they may be entered into or taken. (NY) 27011/233/CA/RBS.CA.doc New York, New York [DATE] For value received, National Rural Utilities Cooperative Finance Corporation, a not-for-profit cooperative association incorporated under the laws of the District of Columbia (the “Borrower”), promises to pay to the order of [·] (the “Bank”), for the account of its Applicable Lending Office, the unpaid principal amount of each Loan and L/C Borrowing made by the Bank to the Borrower pursuant to the Revolving Credit Agreement referred to below on the Maturity Date with respect to such Loan or L/C Borrowing. The Borrower promises to pay interest on the unpaid principal amount of each such Loan and L/C Borrowing on the dates and at the rate or rates provided for in the Revolving Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of The Royal Bank of Scotland plc, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇▇▇. All Loans and L/C Borrowings made by the Bank, the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Bank and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Revolving Credit Agreement. This note is one of the Notes referred to in Revolving Credit Agreement, dated as of October 21, 2011, among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plc, as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A., as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association and Royal Bank of Canada as Co-Documentation Agents (as the same may be amended from time to time, the “Revolving Credit Agreement”). Terms defined in the Revolving Credit Agreement are used herein with the same meanings. Reference is made to the Revolving Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: Name: Title: (NY) 27011/233/CA/RBS.CA.doc (NY) 27011/233/CA/RBS.CA.doc The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to [name of Payee] the making of [__%] of the payments of principal and interest when and as due on this Note of _________ (the “Cooperative”) in accordance with the terms hereof and of the Loan Agreement referred to in this Note, until such principal and interest shall be indefeasibly paid in full (which includes interest accruing on such principal between the date of default under this Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind, as well as any requirement that [name of Payee] exhaust any right or take any action against the Cooperative. This Guarantee is issued pursuant to Title III of the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.), and the Loan Guarantee and Servicing Agreement among RUS, the Cooperative, Bank One, NA and National Rural Utilities Cooperative Finance Corporation dated ___________, ____. UNITED STATES OF AMERICA Date________________, ___ By: Name: Title:Administrator of Rural Electrification Administration (NY) 27011/233/CA/RBS.CA.doc The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to the Payee the making of the payments of principal and Guaranteed Interest when and as due on the Note of _______________ (the “Cooperative”) dated _____ in the original principal amount of $ _____ (the “Note”), in accordance with the terms thereof and of the Loan Agreement and the Master Loan Guarantee and Servicing Agreement referred to in the Note, until such principal and Guaranteed Interest shall be indefeasibly paid in full (which includes interest accruing at the Guaranteed Interest Rate between the date of default under the Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative’s default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind (except the “Default Notice” required pursuant to Section 5.3(a) of the Master Loan Guarantee and Servicing Agreement), and acknowledges that the Payee does not have any right or obligation to exercise any right or take any action against the Cooperative. This Guarantee is issued pursuant to the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.) (the “Act”), and the Master Loan Guarantee and Servicing Agreement between RUS and National Rural Utilities Cooperative Finance Corporation dated as of February 16, 1999. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE, AND OTHERWISE THE LAWS OF THE COMMONWEALTH OF VIRGINIA. UNITED STATES OF AMERICA By: Name: Title: [Administrator] of the Rural Utilities Service Date________________, ___ RUS Loan No (NY) 27011/233/CA/RBS.CA.doc To: The Royal Bank of Scotland plc (the “Administrative Agent”) From: National Rural Utilities Cooperative Finance Corporation (the ”Borrower”) Re: Revolving Credit Agreement, dated as of October 21, 2011, among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plc, as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A., as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association and Royal Bank of Canada, as Co-Documentation Agents (the “Revolving Credit Agreement”) We hereby give notice pursuant to Section 2.03 of the Revolving Credit Agreement that we request Money Market Quotes for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________ Principal Amount1 Interest Period2 $ Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Terms used herein have the meanings assigned to them in the Revolving Credit Agreement. By: Name: Title: 1 Amount must be $10,000,000 or a larger multiple of $1,000,000.

ICC Transactions. Borrower’s Acquisition of the ICC Assets. In order to effect the acquisition of the ICC Assets, including the equity interests in the ICC Companies in Group 1, RTFC and the Trustee entered into a Purchase Agreement as part of Agreement, approved by the Bankruptcy Court and proving for a $250 million credit bid made by RTFC for certain ICC assets and stock in ICC Companies in Group 1 (collectively, “ICC Assets”). The Following regulatory approval and satisfaction of other conditions, Borrower’s direct subsidiary, Caribbean Asset Holdings, LLC (“CAH”), and its direct and indirect subsidiaries took ownership of the ICC Assets were sold to RTFC, with RTFC reserving the right to assign its rights under the Purchase Agreement to CFC or one or more designees controlled by the Borrower and wholly owned directly or indirectly by the Borrower (collectively as the “ICC Related Companies”)) in 2010 and 2011. In such cases, among other thingsAs part of and following the acquisitions of the ICC Related Companies, (i) the Borrower has provided equity and/or debt capitalization of, and ongoing funding forfunding, the entities involved in the acquisition, ownership and operation of ICC Assets; (ii) the Borrower has provided including working capital and capital expenditure financing expense to the (NY) 27011/233/CA/RBS.CA.doc ICC Companies and for the ICC Assets, either directly or through such subsidiaries; (iii) the acquisition of ICC Assets involved settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower directly or through ICC Related Companies; (ivii) Borrower provided funding directly or through the ICC Related Companies for settlement or satisfaction of third-party claims against the ICC Companies; (iii) Borrower has provided credit support and/or credit enhancement for obligations of ICC Related Companies, including without limitation in the form of guaranties and/or or letters of credit; (viv) the Borrower holds such ICC Assets (through one or more special purpose entities) the ICC Related Companies, and operates or provides for the their operation of the ICC Companies for the purpose of preserving and rehabilitating such ICC Assets, preparing them for resale or other disposition and reselling or disposing of them in one or more transactions at a price or prices or for other consideration satisfactory to the Borrower; and (viv) the Borrower, through its subsidiaries, has engaged staff and/or and outside consultants, agents, managers, management companies and other professional advisers to advise and assist with respect to, and/or or to carry out, the foregoing. As set forth in greater detail in Borrower’s Form 8-K filed with the U.S. Securities and Exchange Commission, dated September 30, 2015, Borrower has entered into a definitive agreement for a sale to ATN VI Holdings, LLC (the “Buyer”) and Atlantic Tele-Network, Inc., the parent corporation of the Buyer (“Atlantic”), of all the issued and outstanding membership interests of Borrower’s direct subsidiary CAH, which owns the other ICC Related Companies. (the “Disposition”) for a purchase price of $145 million, subject to certain adjustments. RTFC has committed to provide debt financing of up to $60 million, providing Buyer with the option to finance a portion of the purchase price. Atlantic will provide a guarantee on an unsecured basis of Buyer’s obligations to RTFC pursuant to the financing. Completion of the Disposition is subject to the satisfaction or waiver of various closing conditions under the agreement, including, among other things, regulatory approvals in the United States, United States Virgin Islands, British Virgin Islands and St. Maarten, the expiration or termination of applicable waiting periods under applicable competition laws, and the absence of a material adverse effect or material adverse regulatory event. All of the transactions, actions and other matters referred to above in this paragraph (together with such other related transactions and steps, occurring prior to or concurrently with or within a reasonable time after the transactions, actions and other matters referred to above and as may be reasonably necessary to carry out such transactions, actions and other matters) are hereby defined collectively as the “ICC Transactions.” Nothing in this Schedule 9.15 or in Section 9.15 of the Credit Agreement shall constitute an obligation on the Borrower, RTFC or any other Person to enter into all or any of the transactions, or to take all or any of the actions, described in this Schedule 9.15. Transactions and actions referred to in this Schedule 9.15 are not necessarily listed in the chronological order in which they may be entered into or taken. (NY) 27011/233/CA/RBS.CA.doc New York, New York [DATE] For value received, National Rural Utilities Cooperative Finance Corporation, a not-for-profit not‑for‑profit cooperative association incorporated under the laws of the District of Columbia (the “Borrower”), promises to pay to the order of [·•] (the “Bank”), for the account of its Applicable Lending Office, the principal sum of [$_________]($_____),] or, if less, the aggregate unpaid principal amount of each Loan and L/C Borrowing made by the Bank to the Borrower pursuant to the Revolving Credit Agreement referred to below on the Maturity Date with respect to such Loan or L/C Borrowing. The Borrower promises to pay interest on the unpaid principal amount of each such Loan and L/C Borrowing on the dates and at the rate or rates provided for in the Revolving Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of The Royal Bank of Scotland plcJPMorgan Chase Bank, ▇▇▇ ▇▇▇▇▇▇N.A., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇., 10th Floor, Houston, TX 77002, Attn: ▇▇▇▇▇▇ ▇▇ ▇▇▇. All Loans and L/C Borrowings made by the Bank, the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Bank and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Revolving Credit Agreement. This note is one of the Notes referred to in that certain Amended and Restated Revolving Credit Agreement, dated as of October 21November 19, 20112015, among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plcJPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A.Mizuho Bank (USA), as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association and Royal Bank of Canada as Co-Documentation Agents (as the same may be amended amended, supplemented or otherwise modified, from time to time, in each case, pursuant to the terms and conditions thereof, the “Revolving Credit Agreement”). Terms defined in the Revolving Credit Agreement are used herein with the same meanings. Reference is made to the Revolving Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. This Note shall be governed by and construed in accordance with the laws of the State of New York. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: Name: Title: Note (NYcont’d) 27011/233/CA/RBS.CA.doc (NY) 27011/233/CA/RBS.CA.doc LOANS AND PAYMENTS OF PRINCIPAL The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to [name of Payee] the making of [__%] of the payments of principal and interest when and as due on this Note of _________ (the “Cooperative”) in accordance with the terms hereof and of the Loan Agreement referred to in this Note, until such principal and interest shall be indefeasibly paid in full (which includes interest accruing on such principal between the date of default under this Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind, as well as any requirement that [name of Payee] exhaust any right or take any action against the Cooperative. This Guarantee is issued pursuant to Title III of the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.), and the Loan Guarantee and Servicing Agreement among RUS, the Cooperative, Bank One, NA and National Rural Utilities Cooperative Finance Corporation dated ___________, ____. UNITED STATES OF AMERICA Date________________, ___ By: Name: Title:: Administrator of Rural Electrification Administration (NY) 27011/233/CA/RBS.CA.doc The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to the Payee the making of the payments of principal and Guaranteed Interest when and as due on the Note of _______________ (the “Cooperative”) dated _____ in the original principal amount of $ _____ (the “Note”), in accordance with the terms thereof and of the Loan Agreement and the Master Loan Guarantee and Servicing Agreement referred to in the Note, until such principal and Guaranteed Interest shall be indefeasibly paid in full (which includes interest accruing at the Guaranteed Interest Rate between the date of default under the Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative’s default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind (except the “Default Notice” required pursuant to Section 5.3(a) of the Master Loan Guarantee and Servicing Agreement), and acknowledges that the Payee does not have any right or obligation to exercise any right or take any action against the Cooperative. This Guarantee is issued pursuant to the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.) (the “Act”), and the Master Loan Guarantee and Servicing Agreement between RUS and National Rural Utilities Cooperative Finance Corporation dated as of February 16, 1999. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE, AND OTHERWISE THE LAWS OF THE COMMONWEALTH OF VIRGINIA. UNITED STATES OF AMERICA By: Name: Title: [Administrator] of the Rural Utilities Service DateDated:________________, ___ RUS Loan No (NY) 27011/233/CA/RBS.CA.doc To: The Royal Bank of Scotland plc JPMorgan Chase Bank, N.A. (the “Administrative Agent”) From: National Rural Utilities Cooperative Finance Corporation (the ”Borrower”) Re: Amended and Restated Revolving Credit Agreement, dated as of October 21November 19, 20112015, among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plcJPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A.Mizuho Bank (USA), as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association and Royal Bank of Canada, as Co-Documentation Agents (as amended, supplemented, or otherwise modified from time to time, in each case, pursuant to the terms and conditions thereof, the “Revolving Credit Agreement”) We hereby give notice pursuant to Section 2.03 of the Revolving Credit Agreement that we request Money Market Quotes for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________ Principal Amount1 Interest Period2 $ Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Terms used herein have the meanings assigned to them in the Revolving Credit Agreement. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: Name: Title: 1 Amount must be $10,000,000 To: [Name of Bank] Re: Invitation for Money Market Quotes to the National Rural Utilities Cooperative Finance Corporation (the “Borrower”) Pursuant to Section 2.03 of the Amended and Restated Revolving Credit Agreement, dated as of November 19, 2015, among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association and Royal Bank of Canada, as Co-Documentation Agents (as amended, supplemented or otherwise modified from time to time, in each case, pursuant to the terms and conditions thereof, the “Revolving Credit Agreement”): Date of Borrowing: __________________ $ Such Money Market Quotes should offer a larger multiple Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Please respond to this invitation by no later than 9:30 A.M. (New York City time) on [date]. JPMORGAN CHASE BANK, N.A. By: Name: Title: Authorized Officer JPMorgan Chase Bank, N.A., as Administrative Agent c/o of $1,000,000JPMorgan Chase Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇., 10th Floor Houston, TX 77002 Attn: ▇▇▇▇▇▇ ▇▇▇▇. Attention: Re: Money Market Quote to National Rural Utilities Cooperative Finance Corporation (the “Borrower”) In response to your invitation on behalf of the Borrower dated _____________, 20__, we hereby make the following Money Market Quote on the following terms:

ICC Transactions. RTFC and the Trustee entered into a Purchase Agreement as part of a $250 million credit bid made by RTFC for certain ICC assets and stock in ICC Companies in Group 1 (collectively, “ICC Assets”). The ICC Assets were sold to RTFC, with RTFC reserving the right to assign its rights under the Purchase Agreement to CFC or one or more designees controlled by the Borrower and wholly owned directly or indirectly by the Borrower (collectively as the “ICC Related Companies”). In such cases, among other things, (i) the Borrower has provided equity and/or debt capitalization of, and ongoing funding for, the entities involved in the acquisition, ownership and operation of ICC Assets; (ii) the Borrower has provided working capital and capital expenditure financing to the (NY) 27011/233/CA/RBS.CA.doc ICC Companies and for the ICC Assets, either directly or through such subsidiaries; (iii) the acquisition of ICC Assets involved settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower directly or through ICC Related Companies; (iv) the Borrower has provided credit support and/or credit enhancement for obligations of ICC Related Companies, including without limitation in the form of guaranties and/or letters of credit; (v) the Borrower holds such ICC Assets (through one or more special purpose entities) and operates or provides for the operation of the ICC Companies for the purpose of preserving and rehabilitating such ICC Assets, preparing them for resale or other disposition and reselling or disposing of them in one or more transactions at a price or prices or for other consideration satisfactory to the Borrower; and (vi) the Borrower, through its subsidiaries, has engaged staff and/or outside consultants, agents, managers, management companies and other professional advisers to advise and assist with respect to, and/or to carry out, the foregoing. All of the transactions, actions and other matters referred to above in this paragraph (together with such other related transactions and steps, occurring prior to or concurrently with or within a reasonable time after the transactions, actions and other matters referred to above and as may be reasonably necessary to carry out such transactions, actions and other matters) are hereby defined collectively as the “ICC Transactions.” Nothing in this Schedule 9.15 or in Section 9.15 of the Credit Agreement shall constitute an obligation on the Borrower, RTFC or any other Person to enter into all or any of the transactions, or to take all or any of the actions, described in this Schedule 9.15. Transactions and actions referred to in this Schedule 9.15 are not necessarily listed in the chronological order in which they may be entered into or taken. (NY) 27011/233/CA/RBS.CA.doc New York, New York [DATE] For value received, National Rural Utilities Cooperative Finance Corporation, a not-for-profit cooperative association incorporated under the laws of the District of Columbia (the “Borrower”), promises to pay to the order of [·] (the “Bank”), for the account of its Applicable Lending Office, the unpaid principal amount of each Loan and L/C Borrowing made by the Bank to the Borrower pursuant to the Revolving Credit Agreement referred to below on the Maturity Date with respect to such Loan or L/C Borrowing. The Borrower promises to pay interest on the unpaid principal amount of each such Loan and L/C Borrowing on the dates and at the rate or rates provided for in the Revolving Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of The Royal Bank of Scotland plcJPMorgan Chase Bank, N.A., 1▇▇▇ ▇▇▇▇▇▇ ▇▇., 10th Floor, Houston, TX 77002, Attn: L▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇▇▇. All Loans and L/C Borrowings made by the Bank, the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Bank and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Revolving Credit Agreement. This note is one of the Notes referred to in Revolving Credit Agreement, dated as of October March 21, 2011, among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plc, as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A., as Administrative Agent, The Royal Bank of Scotland PLC, as Syndication Agent, and The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank Keybank National Association and Royal Bank of Canada Mizuho Corporate Bank, Ltd. as Co-Documentation Agents (as the same may be amended from time to time, the “Revolving Credit Agreement”). Terms defined in the Revolving Credit Agreement are used herein with the same meanings. Reference is made to the Revolving Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: Name: Title: (NY) 27011/233/CA/RBS.CA.doc (NY) 27011/233/CA/RBS.CA.doc The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to [name of Payee] the making of [__%] of the payments of principal and interest when and as due on this Note of _________ (the “Cooperative”) in accordance with the terms hereof and of the Loan Agreement referred to in this Note, until such principal and interest shall be indefeasibly paid in full (which includes interest accruing on such principal between the date of default under this Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind, as well as any requirement that [name of Payee] exhaust any right or take any action against the Cooperative. This Guarantee is issued pursuant to Title III of the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.), and the Loan Guarantee and Servicing Agreement among RUS, the Cooperative, Bank One, NA and National Rural Utilities Cooperative Finance Corporation dated ___________, ____. UNITED STATES OF AMERICA Date________________, ___ By: Name: Title:Administrator of Rural Electrification Administration (NY) 27011/233/CA/RBS.CA.doc The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to the Payee the making of the payments of principal and Guaranteed Interest when and as due on the Note of _______________ (the “Cooperative”) dated _____ in the original principal amount of $ _____ (the “Note”), in accordance with the terms thereof and of the Loan Agreement and the Master Loan Guarantee and Servicing Agreement referred to in the Note, until such principal and Guaranteed Interest shall be indefeasibly paid in full (which includes interest accruing at the Guaranteed Interest Rate between the date of default under the Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative’s default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind (except the “Default Notice” required pursuant to Section 5.3(a) of the Master Loan Guarantee and Servicing Agreement), and acknowledges that the Payee does not have any right or obligation to exercise any right or take any action against the Cooperative. This Guarantee is issued pursuant to the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.) (the “Act”), and the Master Loan Guarantee and Servicing Agreement between RUS and National Rural Utilities Cooperative Finance Corporation dated as of February 16, 1999. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE, AND OTHERWISE THE LAWS OF THE COMMONWEALTH OF VIRGINIA. UNITED STATES OF AMERICA By: Name: Title: [Administrator] of the Rural Utilities Service DateDated:________________, ___ RUS Loan No (NY) 27011/233/CA/RBS.CA.doc To: The Royal Bank of Scotland plc JPMorgan Chase Bank, N.A. (the “Administrative Agent”) From: National Rural Utilities Cooperative Finance Corporation (the ”Borrower”) Re: Revolving Credit Agreement, dated as of October March 21, 2011, among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plcJPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A.The Royal Bank of Scotland PLC, as Syndication Agent, and The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank Keybank National Association and Royal Bank of CanadaMizuho Corporate Bank, Ltd., as Co-Documentation Agents (the “Revolving Credit Agreement”) We hereby give notice pursuant to Section 2.03 of the Revolving Credit Agreement that we request Money Market Quotes for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________ Principal Amount1 Interest Period2 $ Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Terms used herein have the meanings assigned to them in the Revolving Credit Agreement. By: Name: Title: 1 Amount must be $10,000,000 or a larger multiple of $1,000,000. 2 Any number of whole months (but not less than one month) (LIBOR Auction) or not less than 30 days (Absolute Rate Auction), subject to the provisions of the definition of Interest Period. To: [Name of Bank] Re: Invitation for Money Market Quotes to the National Rural Utilities Cooperative Finance Corporation (the “Borrower”) Pursuant to Section 2.03 of the Revolving Credit Agreement, dated as of March 21, 2011, among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, The Royal Bank of Scotland PLC, as Syndication Agent, and The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Keybank National Association and Mizuho Corporate Bank, Ltd., as Co-Documentation Agents (the “Revolving Credit Agreement”): Date of Borrowing: __________________ $ Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Please respond to this invitation by no later than 9:30 A.M. (New York City time) on [date]. By: Name: Title:Authorized Officer JPMorgan Chase Bank, N.A., as Administrative Agent c/o [·] [·] [·] Attn: [·] Attention: Re: Money Market Quote to National Rural Utilities Cooperative Finance Corporation (the “Borrower”) In response to your invitation on behalf of the Borrower dated _____________, 20__, we hereby make the following Money Market Quote on the following terms:

ICC Transactions. Borrower’s Acquisition of the ICC Assets. In order to effect the acquisition of the ICC Assets, including the equity interests in the ICC Companies in Group 1, RTFC and the Trustee entered into a Purchase Agreement as part of Agreement, approved by the Bankruptcy Court and proving for a $250 million credit bid made by RTFC for certain ICC assets and stock in ICC Companies in Group 1 (collectively, “ICC Assets”). The Following regulatory approval and satisfaction of other conditions, Borrower’s direct subsidiary, Caribbean Asset Holdings, LLC (“CAH”), and its direct and indirect subsidiaries took ownership of the ICC Assets were sold to RTFC, with RTFC reserving the right to assign its rights under the Purchase Agreement to CFC or one or more designees controlled by the Borrower and wholly owned directly or indirectly by the Borrower (collectively as the “ICC Related Companies”)) in 2010 and 2011. In such cases, among other thingsAs part of and following the acquisitions of the ICC Related Companies, (i) the Borrower has provided equity and/or debt capitalization of, and ongoing funding forfunding, the entities involved in the acquisition, ownership and operation of ICC Assets; (ii) the Borrower has provided including working capital and capital expenditure financing expense to the (NY) 27011/233/CA/RBS.CA.doc ICC Companies and for the ICC Assets, either directly or through such subsidiaries; (iii) the acquisition of ICC Assets involved settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower directly or through ICC Related Companies; (ivii) Borrower provided funding directly or through the ICC Related Companies for settlement or satisfaction of third-party claims against the ICC Companies; (iii) Borrower has provided credit support and/or credit enhancement for obligations of ICC Related Companies, including without limitation in the form of guaranties and/or or letters of credit; (viv) the Borrower holds holdsheld such ICC Assets (through one or more special purpose entities) the ICC Related Companies, and operates or provides providesoperated or provided for the their operation of the ICC Companies for the purpose of preserving and rehabilitating such ICC Assets, preparing them for resale or other disposition and reselling or disposing of them in one or more transactions at a price or prices or for other consideration satisfactory to the Borrower; and (viv) the Borrower, through its subsidiaries, has engaged staff and/or and outside consultants, agents, managers, management companies and other professional advisers to advise and assist with respect to, and/or or to carry out, the foregoing. As set forth in greater detail in Borrower’s Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”), dated September 30, 2015, Borrower entered into a definitive agreement for a sale to ATN VI Holdings, LLC (the “Buyer”) and Atlantic Tele-Network, Inc., the parent corporation of the Buyer (“Atlantic”), of all the issued and outstanding membership interests of Borrower’s direct subsidiary CAH, which owns the other ICC Related Companies. (the “Disposition”) for a purchase price of $145 million, subject to certain adjustments. RTFC has committed to provide debt financing of up to $60 million, providing Buyer with the option to finance a portion of the purchase price. Atlantic willcommitted to provide a guarantee on an unsecured basis of Buyer’s obligations to RTFC pursuant to the financing. On July 1, 2016, Borrower filed a Form 8-K with the SEC announcing that the purchase agreement was amended to adjust the purchase price by $1.25 million, for a purchase price of approximately $144 million, and the Disposition was completed. Net proceeds from the Disposition arewere subject to post-closing adjustments. Additionally, Borrower remains subject to potential indemnification claims, as more particularly described in the purchase agreement. In connection with the Disposition, $16 million of the sale proceeds were deposited into escrow to fund potential indemnification claims for a period of 15 months following the closing. Borrower has received $12.9 million from the escrow and is evaluating whether claims asserted are subject to indemnification and what amounts, if any, would be owed to Buyer under the purchase All of the transactions, actions and other matters referred to above in this paragraph (together with such other related transactions and steps, occurring prior to or concurrently with or within a reasonable time after the transactions, actions and other matters referred to above and as may be reasonably necessary to carry out such transactionsNovember [ ], actions 20162017 To the Administrative Agent and other matters) are hereby defined collectively as the “ICC Transactions.” Nothing in this Schedule 9.15 or in Section 9.15 each of the Credit Agreement shall constitute an obligation on the Borrower, RTFC or any other Person to enter into all or any of the transactions, or to take all or any of the actions, described in this Schedule 9.15. Transactions and actions referred to in this Schedule 9.15 are not necessarily listed in the chronological order in which they may be entered into or taken. (NY) 27011/233/CA/RBS.CA.doc New York, New York [DATE] For value received, National Rural Utilities Cooperative Finance Corporation, a not-for-profit cooperative association incorporated under the laws of the District of Columbia (the “Borrower”), promises to pay to the order of [·] (the “Bank”), for the account of its Applicable Lending Office, the unpaid principal amount of each Loan and L/C Borrowing made by the Bank to the Borrower pursuant Banks party to the Revolving Credit Agreement referred to below on the Maturity Date with respect to such Loan or Lc/C Borrowing. The Borrower promises to pay interest on the unpaid principal amount of each such Loan and L/C Borrowing on the dates and at the rate or rates provided for in the Revolving Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of The Royal Bank of Scotland plco Mizuho Bank, Ltd. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn▇ Ladies and Gentlemen: ▇▇▇▇▇▇▇ ▇▇▇. All Loans Reference is hereby made to (i) that certain Amended and L/C Borrowings made by the Bank, the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Bank and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Restated Revolving Credit Agreement. This note is one of the Notes referred to in Revolving Credit Agreement, Agreement dated as of October 21November 19, 20112015 (as amended by the AmendmentAmendments (defined below), the “Extended Agreement”), by and among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plcMizuho Bank, Ltd., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A., as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association The Bank of Nova Scotia, and Royal Bank of Canada Canada, as Co-Documentation Agents DocumentationAgents and, (ii) that certain Amendment No. 1 dated as the same may be amended from time to timeof November 18, the “Revolving Credit Agreement”). Terms defined in the Revolving Credit Agreement are used herein with the same meanings. Reference is made to the Revolving Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: Name: Title: (NY) 27011/233/CA/RBS.CA.doc (NY) 27011/233/CA/RBS.CA.doc The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to [name of Payee] the making of [__%] of the payments of principal and interest when and as due on this Note of _________ 2016 (the “Cooperative”) in accordance with the terms hereof and of the Loan Agreement referred to in this Note, until such principal and interest shall be indefeasibly paid in full (which includes interest accruing on such principal between the date of default under this Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative defaultAmendment No. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind, as well as any requirement that [name of Payee] exhaust any right or take any action against the Cooperative. This Guarantee is issued pursuant to Title III of the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.), and the Loan Guarantee and Servicing Agreement among RUS, the Cooperative, Bank One, NA and National Rural Utilities Cooperative Finance Corporation dated ___________, ____. UNITED STATES OF AMERICA Date________________, ___ By: Name: Title:Administrator of Rural Electrification Administration (NY) 27011/233/CA/RBS.CA.doc The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to the Payee the making of the payments of principal and Guaranteed Interest when and as due on the Note of _______________ (the “Cooperative”) dated _____ in the original principal amount of $ _____ (the “Note1”), in accordance with the terms thereof by and of the Loan Agreement and the Master Loan Guarantee and Servicing Agreement referred to in the Note, until such principal and Guaranteed Interest shall be indefeasibly paid in full (which includes interest accruing at the Guaranteed Interest Rate between the date of default under the Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative’s default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind (except the “Default Notice” required pursuant to Section 5.3(a) of the Master Loan Guarantee and Servicing Agreement), and acknowledges that the Payee does not have any right or obligation to exercise any right or take any action against the Cooperative. This Guarantee is issued pursuant to the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.) (the “Act”), and the Master Loan Guarantee and Servicing Agreement between RUS and National Rural Utilities Cooperative Finance Corporation dated as of February 16, 1999. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE, AND OTHERWISE THE LAWS OF THE COMMONWEALTH OF VIRGINIA. UNITED STATES OF AMERICA By: Name: Title: [Administrator] of the Rural Utilities Service Date________________, ___ RUS Loan No (NY) 27011/233/CA/RBS.CA.doc To: The Royal Bank of Scotland plc (the “Administrative Agent”) From: National Rural Utilities Cooperative Finance Corporation (the ”Borrower”) Re: Revolving Credit Agreement, dated as of October 21, 2011, among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plcMizuho Bank, Ltd., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A., as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association The Bank of Nova Scotia, and Royal Bank of Canada, as Co-Documentation Agents and (iii) that certain Amendment No. 2 dated as of November 20, 2017 (“Amendment No. 2” and together with Amendment No. 1, the “Amendments”), by and among the Borrower, the Banks listed on the signature pages thereof, Mizuho Bank, Ltd., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A., as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Bank of Nova Scotia, and Royal Bank of Canada, as Co-Documentation Agents. I, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the National Rural Utilities Cooperative Finance Corporation (the “Revolving Credit AgreementBorrower”) We hereby give notice ), am delivering this opinion at the request of the Borrower pursuant to Section 2.03 7(b) of the Revolving Credit Amendment No. 2. Terms defined in the Extended Agreement that we request Money Market Quotes for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________ Principal Amount1 Interest Period2 $ Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Terms are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. This opinion is limited to the meanings assigned to them in laws of the Revolving Credit AgreementDistrict of Columbia. By: Name: Title: 1 Amount must be $10,000,000 or a larger multiple Upon the basis of $1,000,000.the foregoing, I am of the opinion that:

ICC Transactions. Borrower’s Acquisition of the ICC Assets. In order to effect the acquisition of the ICC Assets, including the equity interests in the ICC Companies in Group 1, RTFC and the Trustee entered into a Purchase Agreement as part of Agreement, approved by the Bankruptcy Court and proving for a $250 million credit bid made by RTFC for certain ICC assets and stock in ICC Companies in Group 1 (collectively, “ICC Assets”). The Following regulatory approval and satisfaction of other conditions, Borrower’s direct subsidiary, Caribbean Asset Holdings, LLC (“CAH”), and its direct and indirect subsidiaries took ownership of the ICC Assets were sold to RTFC, with RTFC reserving the right to assign its rights under the Purchase Agreement to CFC or one or more designees controlled by the Borrower and wholly owned directly or indirectly by the Borrower (collectively as the “ICC Related Companies”)) in 2010 and 2011. In such cases, among other thingsAs part of and following the acquisitions of the ICC Related Companies, (i) the Borrower has provided equity and/or debt capitalization of, and ongoing funding forfunding, the entities involved in the acquisition, ownership and operation of ICC Assets; (ii) the Borrower has provided including working capital and capital expenditure financing expense to the (NY) 27011/233/CA/RBS.CA.doc ICC Companies and for the ICC Assets, either directly or through such subsidiaries; (iii) the acquisition of ICC Assets involved settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower directly or through ICC Related Companies; (ivii) Borrower provided funding directly or through the ICC Related Companies for settlement or satisfaction of third-party claims against the ICC Companies; (iii) Borrower has provided credit support and/or credit enhancement for obligations of ICC Related Companies, including without limitation in the form of guaranties and/or or letters of credit; (viv) the Borrower holds holdsheld such ICC Assets (through one or more special purpose entities) the ICC Related Companies, and operates or provides providesoperated or provided for the their operation of the ICC Companies for the purpose of preserving and rehabilitating such ICC Assets, preparing them for resale or other disposition and reselling or disposing of them in one or more transactions at a price or prices or for other consideration satisfactory to the Borrower; and (viv) the Borrower, through its subsidiaries, has engaged staff and/or and outside consultants, agents, managers, management companies and other professional advisers to advise and assist with respect to, and/or or to carry out, the foregoing. As set forth in greater detail in Borrower’s Form 8-K filed with the U.S.Securities and Exchange Commission (the “SEC”), dated September 30, 2015, Borrower entered into a definitive agreement for a sale to ATN VI Holdings, LLC (the “Buyer”) and Atlantic Tele-Network, Inc., the parent corporation of the Buyer (“Atlantic”), of all the issued and outstanding membership interests of Borrower’s direct subsidiary CAH, which owns the other ICC Related Companies.(the “Disposition”) for a purchase price of $145 million, subject to certain adjustments. RTFC has committed to provide debt financing of up to $60 million, providing Buyer with the option to finance a portion of the purchase price. Atlantic willcommitted to provide a guarantee on an unsecured basis of Buyer’sobligations to RTFC pursuant to the financing. On July 1, 2016, Borrower filed a Form 8-K with the SEC announcing that the purchase agreement was amended to adjust the purchase price by $1.25 million, for a purchase price of approximately $144 million, and the Disposition was completed. Net proceeds from the Disposition arewere subject to post-closing adjustments. Additionally, Borrower remains subject to potential indemnification claims, as more particularly described in the purchase agreement. In connection All of the transactions, actions and other matters referred to above in this paragraph (together with such other related transactions and steps, occurring prior to or concurrently with or within a reasonable time after the transactions, actions and other matters referred to above and as may be reasonably necessary to carry out such transactionsNovember [ ], actions 20162017 To the Administrative Agent and other matters) are hereby defined collectively as the “ICC Transactions.” Nothing in this Schedule 9.15 or in Section 9.15 each of the Credit Agreement shall constitute an obligation on the Borrower, RTFC or any other Person to enter into all or any of the transactions, or to take all or any of the actions, described in this Schedule 9.15. Transactions and actions referred to in this Schedule 9.15 are not necessarily listed in the chronological order in which they may be entered into or taken. (NY) 27011/233/CA/RBS.CA.doc New York, New York [DATE] For value received, National Rural Utilities Cooperative Finance Corporation, a not-for-profit cooperative association incorporated under the laws of the District of Columbia (the “Borrower”), promises to pay to the order of [·] (the “Bank”), for the account of its Applicable Lending Office, the unpaid principal amount of each Loan and L/C Borrowing made by the Bank to the Borrower pursuant Banks party to the Revolving Credit Agreement referred to below on the Maturity Date with respect to such Loan or Lc/C Borrowing. The Borrower promises to pay interest on the unpaid principal amount of each such Loan and L/C Borrowing on the dates and at the rate or rates provided for in the Revolving Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of The Royal Bank of Scotland plco JPMorgan Chase Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇10th Floor Houston, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, AttnTX 77002 Ladies and Gentlemen: ▇▇▇▇▇▇▇ ▇▇▇. All Loans Reference is hereby made to (i) that certain Amended and L/C Borrowings made by the Bank, the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Bank and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Restated Revolving Credit Agreement. This note is one of the Notes referred to in Revolving Credit Agreement, Agreement dated as of October 21November 19, 20112015 (as amended by the AmendmentAmendments (defined below), the “Extended Agreement”), by and among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plcJPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as successor Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Bank of Nova Scotia, and Royal Bank of Canada, as Co-Documentation Agents and, (ii) that certain Amendment No. 1 dated as of November 18, 2016 (the “Amendment No. 1”), by and among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, Mizuho Bank (USA), as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association The Bank of Nova Scotia, and Royal Bank of Canada Canada, as Co-Documentation Agents and (iii) that certain Amendment No. 2 dated as the same may be amended from time to timeof November 20, 2017 (“Amendment No. 2” and together with Amendment No. 1, the “Revolving Credit Agreement”). Terms defined in the Revolving Credit Agreement are used herein with the same meanings. Reference is made to the Revolving Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: Name: Title: (NY) 27011/233/CA/RBS.CA.doc (NY) 27011/233/CA/RBS.CA.doc The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to [name of Payee] the making of [__%] of the payments of principal and interest when and as due on this Note of _________ (the “Cooperative”) in accordance with the terms hereof and of the Loan Agreement referred to in this Note, until such principal and interest shall be indefeasibly paid in full (which includes interest accruing on such principal between the date of default under this Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind, as well as any requirement that [name of Payee] exhaust any right or take any action against the Cooperative. This Guarantee is issued pursuant to Title III of the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.), and the Loan Guarantee and Servicing Agreement among RUS, the Cooperative, Bank One, NA and National Rural Utilities Cooperative Finance Corporation dated ___________, ____. UNITED STATES OF AMERICA Date________________, ___ By: Name: Title:Administrator of Rural Electrification Administration (NY) 27011/233/CA/RBS.CA.doc The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to the Payee the making of the payments of principal and Guaranteed Interest when and as due on the Note of _______________ (the “Cooperative”) dated _____ in the original principal amount of $ _____ (the “NoteAmendments”), in accordance with the terms thereof by and of the Loan Agreement and the Master Loan Guarantee and Servicing Agreement referred to in the Note, until such principal and Guaranteed Interest shall be indefeasibly paid in full (which includes interest accruing at the Guaranteed Interest Rate between the date of default under the Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative’s default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind (except the “Default Notice” required pursuant to Section 5.3(a) of the Master Loan Guarantee and Servicing Agreement), and acknowledges that the Payee does not have any right or obligation to exercise any right or take any action against the Cooperative. This Guarantee is issued pursuant to the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.) (the “Act”), and the Master Loan Guarantee and Servicing Agreement between RUS and National Rural Utilities Cooperative Finance Corporation dated as of February 16, 1999. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE, AND OTHERWISE THE LAWS OF THE COMMONWEALTH OF VIRGINIA. UNITED STATES OF AMERICA By: Name: Title: [Administrator] of the Rural Utilities Service Date________________, ___ RUS Loan No (NY) 27011/233/CA/RBS.CA.doc To: The Royal Bank of Scotland plc (the “Administrative Agent”) From: National Rural Utilities Cooperative Finance Corporation (the ”Borrower”) Re: Revolving Credit Agreement, dated as of October 21, 2011, among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plcJPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Mizuho Bank, N.A.Ltd., as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association The Bank of Nova Scotia, and Royal Bank of Canada, as Co-Documentation Agents Agents. I, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the National Rural Utilities Cooperative Finance Corporation (the “Revolving Credit AgreementBorrower”) We hereby give notice ), am delivering this opinion at the request of the Borrower pursuant to Section 2.03 7(b) of the Revolving Credit Amendment No. 2. Terms defined in the Extended Agreement that we request Money Market Quotes for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________ Principal Amount1 Interest Period2 $ Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Terms are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. This opinion is limited to the meanings assigned to them in laws of the Revolving Credit AgreementDistrict of Columbia. By: Name: Title: 1 Amount must be $10,000,000 or a larger multiple Upon the basis of $1,000,000.the foregoing, I am of the opinion that:

ICC Transactions. RTFC and the Trustee entered into a Purchase Agreement as part of a $250 million credit bid made by RTFC for certain ICC assets and stock in ICC Companies in Group 1 (collectively, “ICC Assets”). The ICC Assets were sold to RTFC, with RTFC reserving the right to assign its rights under the Purchase Agreement to CFC or one or more designees controlled by the Borrower and wholly owned directly or indirectly by the Borrower (collectively as the “ICC Related Companies”). In such cases, among other things, (i) the Borrower has provided equity and/or debt capitalization of, and ongoing funding for, the entities involved in the acquisition, ownership and operation of ICC Assets; (ii) the Borrower has provided working capital and capital expenditure financing to the (NY) 27011/233/CA/RBS.CA.doc JPM.CA.doc ICC Companies and for the ICC Assets, either directly or through such subsidiaries; (iii) the acquisition of ICC Assets involved settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower directly or through ICC Related Companies; (iv) the Borrower has provided credit support and/or credit enhancement for obligations of ICC Related Companies, including without limitation in the form of guaranties and/or letters of credit; (v) the Borrower holds such ICC Assets (through one or more special purpose entities) and operates or provides for the operation of the ICC Companies for the purpose of preserving and rehabilitating such ICC Assets, preparing them for resale or other disposition and reselling or disposing of them in one or more transactions at a price or prices or for other consideration satisfactory to the Borrower; and (vi) the Borrower, through its subsidiaries, has engaged staff and/or outside consultants, agents, managers, management companies and other professional advisers to advise and assist with respect to, and/or to carry out, the foregoing. All of the transactions, actions and other matters referred to above in this paragraph (together with such other related transactions and steps, occurring prior to or concurrently with or within a reasonable time after the transactions, actions and other matters referred to above and as may be reasonably necessary to carry out such transactions, actions and other matters) are hereby defined collectively as the “ICC Transactions.” Nothing in this Schedule 9.15 or in Section 9.15 of the Credit Agreement shall constitute an obligation on the Borrower, RTFC or any other Person to enter into all or any of the transactions, or to take all or any of the actions, described in this Schedule 9.15. Transactions and actions referred to in this Schedule 9.15 are not necessarily listed in the chronological order in which they may be entered into or taken. (NY) 27011/233/CA/RBS.CA.doc JPM.CA.doc New York, New York [DATE] For value received, National Rural Utilities Cooperative Finance Corporation, a not-for-profit cooperative association incorporated under the laws of the District of Columbia (the “Borrower”), promises to pay to the order of [·] (the “Bank”), for the account of its Applicable Lending Office, the unpaid principal amount of each Loan and L/C Borrowing made by the Bank to the Borrower pursuant to the Revolving Credit Agreement referred to below on the Maturity Date with respect to such Loan or L/C Borrowing. The Borrower promises to pay interest on the unpaid principal amount of each such Loan and L/C Borrowing on the dates and at the rate or rates provided for in the Revolving Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of The Royal Bank of Scotland plcJPMorgan Chase Bank, ▇▇▇ ▇▇▇▇▇▇N.A., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇., 10th Floor, Houston, TX 77002, Attn: ▇▇▇▇▇▇ ▇▇ ▇▇▇. All Loans and L/C Borrowings made by the Bank, the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Bank and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Revolving Credit Agreement. This note is one of the Notes referred to in Revolving Credit Agreement, dated as of October 21, 2011, among the Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent, The Royal Bank of Scotland plc, as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A., as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association and Royal Bank of Canada as Co-Documentation Agents (as the same may be amended from time to time, the “Revolving Credit Agreement”). Terms defined in the Revolving Credit Agreement are used herein with the same meanings. Reference is made to the Revolving Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: Name: Title: (NY) 27011/233/CA/RBS.CA.doc JPM.CA.doc (NY) 27011/233/CA/RBS.CA.doc JPM.CA.doc The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to [name of Payee] the making of [__%] of the payments of principal and interest when and as due on this Note of _________ (the “Cooperative”) in accordance with the terms hereof and of the Loan Agreement referred to in this Note, until such principal and interest shall be indefeasibly paid in full (which includes interest accruing on such principal between the date of default under this Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind, as well as any requirement that [name of Payee] exhaust any right or take any action against the Cooperative. This Guarantee is issued pursuant to Title III of the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.), and the Loan Guarantee and Servicing Agreement among RUS, the Cooperative, Bank One, NA and National Rural Utilities Cooperative Finance Corporation dated ___________, ____. UNITED STATES OF AMERICA Date________________, ___ By: Name: Title:Administrator of Rural Electrification Administration (NY) 27011/233/CA/RBS.CA.doc JPM.CA.doc The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to the Payee the making of the payments of principal and Guaranteed Interest when and as due on the Note of _______________ (the “Cooperative”) dated _____ in the original principal amount of $ _____ (the “Note”), in accordance with the terms thereof and of the Loan Agreement and the Master Loan Guarantee and Servicing Agreement referred to in the Note, until such principal and Guaranteed Interest shall be indefeasibly paid in full (which includes interest accruing at the Guaranteed Interest Rate between the date of default under the Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative’s default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind (except the “Default Notice” required pursuant to Section 5.3(a) of the Master Loan Guarantee and Servicing Agreement), and acknowledges that the Payee does not have any right or obligation to exercise any right or take any action against the Cooperative. This Guarantee is issued pursuant to the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.) (the “Act”), and the Master Loan Guarantee and Servicing Agreement between RUS and National Rural Utilities Cooperative Finance Corporation dated as of February 16, 1999. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE, AND OTHERWISE THE LAWS OF THE COMMONWEALTH OF VIRGINIA. UNITED STATES OF AMERICA By: Name: Title: [AdministratorTitle:[Administrator] of the Rural Utilities Service DateDated:________________, ___ RUS Loan No (NY) 27011/233/CA/RBS.CA.doc JPM.CA.doc To: The Royal Bank of Scotland plc JPMorgan Chase Bank, N.A. (the “Administrative Agent”) From: National Rural Utilities Cooperative Finance Corporation (the ”Borrower”) Re: Revolving Credit Agreement, dated as of October 21, 2011, among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plcJPMorgan Chase Bank, N.A., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A.The Royal Bank of Scotland plc, as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association and Royal Bank of Canada, as Co-Documentation Agents (the “Revolving Credit Agreement”) We hereby give notice pursuant to Section ‎Section 2.03 of the Revolving Credit Agreement that we request Money Market Quotes for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________ Principal Amount1 Interest Period2 $ Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Terms used herein have the meanings assigned to them in the Revolving Credit Agreement. By: Name: Title: 1 Amount must be $10,000,000 or a larger multiple of $1,000,000.

ICC Transactions. Borrower’s Acquisition of the ICC Assets. In order to effect the acquisition of the ICC Assets, including the equity interests in the ICC Companies in Group 1, RTFC and the Trustee entered into a Purchase Agreement as part of Agreement, approved by the Bankruptcy Court and proving for a $250 million credit bid made by RTFC for certain ICC assets and stock in ICC Companies in Group 1 (collectively, “ICC Assets”). The Following regulatory approval and satisfaction of other conditions, Borrower’s direct subsidiary, Caribbean Asset Holdings, LLC (“CAH”), and its direct and indirect subsidiaries took ownership of the ICC Assets were sold to RTFC, with RTFC reserving the right to assign its rights under the Purchase Agreement to CFC or one or more designees controlled by the Borrower and wholly owned directly or indirectly by the Borrower (collectively as the “ICC Related Companies”)) in 2010 and 2011. In such cases, among other thingsAs part of and following the acquisitions of the ICC Related Companies, (i) the Borrower has provided equity and/or debt capitalization of, and ongoing funding forfunding, the entities involved in the acquisition, ownership and operation of ICC Assets; (ii) the Borrower has provided including working capital and capital expenditure financing expense to the (NY) 27011/233/CA/RBS.CA.doc ICC Companies and for the ICC Assets, either directly or through such subsidiaries; (iii) the acquisition of ICC Assets involved settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower directly or through ICC Related Companies; (ivii) Borrower provided funding directly or through the ICC Related Companies for settlement or satisfaction of third-party claims against the ICC Companies; (iii) Borrower has provided credit support and/or credit enhancement for obligations of ICC Related Companies, including without limitation in the form of guaranties and/or or letters of credit; (viv) the Borrower holds such ICC Assets (through one or more special purpose entities) the ICC Related Companies, and operates or provides for the their operation of the ICC Companies for the purpose of preserving and rehabilitating such ICC Assets, preparing them for resale or other disposition and reselling or disposing of them in one or more transactions at a price or prices or for other consideration satisfactory to the Borrower; and (viv) the Borrower, through its subsidiaries, has engaged staff and/or and outside consultants, agents, managers, management companies and other professional advisers to advise and assist with respect to, and/or or to carry out, the foregoing. As set forth in greater detail in Borrower’s Form 8-K filed with the U.S. Securities and Exchange Commission, dated September 30, 2015, Borrower has entered into a definitive agreement for a sale to ATN VI Holdings, LLC (the “Buyer”) and Atlantic Tele-Network, Inc., the parent corporation of the Buyer (“Atlantic”), of all the issued and outstanding membership interests of Borrower’s direct subsidiary CAH, which owns the other ICC Related Companies. (the “Disposition”) for a purchase price of $145 million, subject to certain adjustments. RTFC has committed to provide debt financing of up to $60 million, providing Buyer with the option to finance a portion of the purchase price. Atlantic will provide a guarantee on an unsecured basis of Buyer’s obligations to RTFC pursuant to the financing. Completion of the Disposition is subject to the satisfaction or waiver of various closing conditions under the agreement, including, among other things, regulatory approvals in the United States, United States Virgin Islands, British Virgin Islands and St. Maarten, the expiration or termination of applicable waiting periods under applicable competition laws, and the absence of a material adverse effect or material adverse regulatory event. All of the transactions, actions and other matters referred to above in this paragraph (together with such other related transactions and steps, occurring prior to or concurrently with or within a reasonable time after the transactions, actions and other matters referred to above and as may be reasonably necessary to carry out such transactions, actions and other matters) are hereby defined collectively as the “ICC Transactions.” Nothing in this Schedule 9.15 or in Section 9.15 of the Credit Agreement shall constitute an obligation on the Borrower, RTFC or any other Person to enter into all or any of the transactions, or to take all or any of the actions, described in this Schedule 9.15. Transactions and actions referred to in this Schedule 9.15 are not necessarily listed in the chronological order in which they may be entered into or taken. (NY) 27011/233/CA/RBS.CA.doc New York, New York [DATE] For value received, National Rural Utilities Cooperative Finance Corporation, a not-for-profit not‑for‑profit cooperative association incorporated under the laws of the District of Columbia (the “Borrower”), promises to pay to the order of [·•] (the “Bank”), for the account of its Applicable Lending Office, the principal sum of $[_________] ($_________), or, if less, the aggregate unpaid principal amount of each Loan and L/C Borrowing made by the Bank to the Borrower pursuant to the Revolving Credit Agreement referred to below on the Maturity Date with respect to such Loan or L/C Borrowing. The Borrower promises to pay interest on the unpaid principal amount of each such Loan and L/C Borrowing on the dates and at the rate or rates provided for in the Revolving Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of The Royal Bank of Scotland plcMizuho Bank, Ltd., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Email: ▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇. All Loans and L/C Borrowings made by the Bank, the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Bank and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Revolving Credit Agreement. This note is one of the Notes referred to in that certain Amended and Restated Revolving Credit Agreement, dated as of October 21November 19, 20112015, among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plcMizuho Bank, Ltd., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A., as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association and Royal Bank of Canada as Co-Documentation Agents (as the same may be amended amended, supplemented or otherwise modified, from time to time, in each case, pursuant to the terms and conditions thereof, the “Revolving Credit Agreement”). Terms defined in the Revolving Credit Agreement are used herein with the same meanings. Reference is made to the Revolving Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. This Note shall be governed by and construed in accordance with the laws of the State of New York. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: Name: Title: Note (NYcont’d) 27011/233/CA/RBS.CA.doc (NY) 27011/233/CA/RBS.CA.doc LOANS AND PAYMENTS OF PRINCIPAL The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to [name of Payee] the making of [__%] of the payments of principal and interest when and as due on this Note of _________ (the “Cooperative”) in accordance with the terms hereof and of the Loan Agreement referred to in this Note, until such principal and interest shall be indefeasibly paid in full (which includes interest accruing on such principal between the date of default under this Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind, as well as any requirement that [name of Payee] exhaust any right or take any action against the Cooperative. This Guarantee is issued pursuant to Title III of the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.), and the Loan Guarantee and Servicing Agreement among RUS, the Cooperative, Bank One, NA and National Rural Utilities Cooperative Finance Corporation dated ___________, ____. UNITED STATES OF AMERICA Date________________, ___ By: Name: Title:: Administrator of Rural Electrification Administration (NY) 27011/233/CA/RBS.CA.doc The United States of America acting through the Administrator of the Rural Utilities Service (“RUS”) hereby unconditionally guarantees to the Payee the making of the payments of principal and Guaranteed Interest when and as due on the Note of _______________ (the “Cooperative”) dated _____ in the original principal amount of $ _____ (the “Note”), in accordance with the terms thereof and of the Loan Agreement and the Master Loan Guarantee and Servicing Agreement referred to in the Note, until such principal and Guaranteed Interest shall be indefeasibly paid in full (which includes interest accruing at the Guaranteed Interest Rate between the date of default under the Note and the payment in full of this Guarantee), irrespective of receipt by RUS of any sums or property from its enforcement of its remedies for the Cooperative’s default. This Guarantee shall be incontestable except for fraud or misrepresentation of which the holder had actual knowledge at the time it became a holder. RUS hereby waives diligence, presentment, demand, protest and notice of any kind (except the “Default Notice” required pursuant to Section 5.3(a) of the Master Loan Guarantee and Servicing Agreement), and acknowledges that the Payee does not have any right or obligation to exercise any right or take any action against the Cooperative. This Guarantee is issued pursuant to the Rural Electrification Act of 1936, as amended (7 U.S.C. ‘‘ 901, et seq.) (the “Act”), and the Master Loan Guarantee and Servicing Agreement between RUS and National Rural Utilities Cooperative Finance Corporation dated as of February 16, 1999. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE, AND OTHERWISE THE LAWS OF THE COMMONWEALTH OF VIRGINIA. UNITED STATES OF AMERICA By: Name: Title: [Administrator] of the Rural Utilities Service DateDated:________________, ___ RUS Loan No (NY) 27011/233/CA/RBS.CA.doc To: The Royal Bank of Scotland plc Mizuho Bank, Ltd. (the “Administrative Agent”) From: National Rural Utilities Cooperative Finance Corporation (the ”Borrower”) Re: Amended and Restated Revolving Credit Agreement, dated as of October 21November 19, 20112015, among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland plcMizuho Bank, Ltd., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A., as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association and Royal Bank of Canada, Canada as Co-Documentation Agents (as amended, supplemented, or otherwise modified from time to time, in each case, pursuant to the terms and conditions thereof the “Revolving Credit Agreement”) We hereby give notice pursuant to Section 2.03 of the Revolving Credit Agreement that we request Money Market Quotes for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________ Principal Amount1 Interest Period2 $ Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Terms used herein have the meanings assigned to them in the Revolving Credit Agreement. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: Name: Title: 1 Amount must be $10,000,000 To: [Name of Bank] Re: Invitation for Money Market Quotes to the National Rural Utilities Cooperative Finance Corporation (the “Borrower”) Pursuant to Section 2.03 of the Amended and Restated Revolving Credit Agreement, dated as of November 19, 2015, among the Borrower, the Banks listed on the signature pages thereof, Mizuho Bank, Ltd., as Administrative Agent and Initial Issuing Bank, JPMorgan Chase Bank, N.A., as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., KeyBank National Association and Royal Bank of Canada as Co-Documentation Agents (as amended, supplemented or otherwise modified from time to time, in each case, pursuant to the terms and conditions thereof, the “Revolving Credit Agreement”): Date of Borrowing: __________________ $ Such Money Market Quotes should offer a larger multiple Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Please respond to this invitation by no later than 9:30 A.M. (New York City time) on [date]. MIZUHO BANK, LTD. By: Name: Title: Authorized Officer Mizuho Bank, Ltd., as Administrative Agent c/▇ ▇▇▇ Loan Administration Harborside Financial Center ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Attention: Re: Money Market Quote to National Rural Utilities Cooperative Finance Corporation (the “Borrower”) In response to your invitation on behalf of $1,000,000.the Borrower dated _____________, 20__, we hereby make the following Money Market Quote on the following terms: