Common use of ICC Transactions Clause in Contracts

ICC Transactions. The Borrower and RTFC are contemplating the acquisition of some or all of the assets and/or stock of the ICC Companies in Group 1 and/or Group 2 (collectively, “ICC Assets”), either through a credit bid pursuant to which, if such credit bid is successful, ICC Assets would be transferred to RTFC, the Borrower or one or more designees controlled by the Borrower or RTFC (and which may be one or more special purpose entities owned directly or indirectly by the Borrower or RTFC) or through one or more joint ventures with one or more third-party bidders pursuant to which the Borrower, RTFC and/or one or more special purpose entities created by the Borrower or RTFC would receive partial equity ownership in the acquisition entity/ies (the above-mentioned designees, special purpose entities and joint ventures, together with the ICC Companies, are hereby defined collectively as the “ICC Related Companies”); and in either case, among other things, (i) RTFC may transfer some or all of its rights with respect to its ICC loans (including without limitation the right to acquire ICC Assets pursuant to a successful RTFC credit bid) to the Borrower or to one or more special purpose entities controlled and designated by the Borrower, and such transfer(s) of RTFC’s rights may occur (A) in exchange for the Borrower’s forgiveness of, or in satisfaction of, some or all of RTFC’s indebtedness to the Borrower that was incurred to finance RTFC’s ICC loans, and/or (B) pursuant to the terms of a guaranty agreement between the Borrower and RTFC under which the Borrower has guaranteed, subject to certain limitations, that RTFC’s loss in respect of its ICC loans will not exceed its loss reserve therefor and under which the Borrower is entitled to be transferred RTFC’s rights relating to the ICC loans if RTFC makes a call on the guaranty; (ii) the Borrower and/or RTFC may provide equity and/or debt capitalization of, and ongoing funding for, the entities involved in the acquisition, ownership and operation of ICC Assets, and may create one or more of special purpose entities for such purposes; (iii) the Borrower and/or RTFC may provide working capital and capital expenditure financing to the ICC Companies and for the ICC Assets, either directly or through such special purpose entity/ies; (iv) the acquisition of ICC Assets would involve settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower and/or RTFC directly or through ICC Related Companies; (v) the Borrower and/or RTFC may provide 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; (vi) the Borrower or RTFC would hold such ICC Assets (through one or more special purpose entities) or such joint venture investment(s) and operate or provide 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 RTFC and/or the Borrower; and (vii) the Borrower and/or RTFC may engage 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 potential 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. [SIGNATURE PAGES TO AMENDMENT NO. 2 TO REVOLVING FIVE YEAR CREDIT AGREEMENT DATED AS OF MARCH 16, 2007 CONTINUE ON FOLLOWING PAGES] JPMORGAN CHASE BANK, N.A. as Administrative Agent and as a Bank By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx XxXxxxx Title: Executive Director ABN AMRO Bank NV By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Director By: /s/ XXXXXXXXX X. XXXXX Name: Xxxxxxxxx X. Xxxxx Title: Managing Director THE BANK OF NOVA SCOTIA By: /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Managing Director By: Name: Title: The Bank of Tokyo-Mitsubishi UFJ, LTD, New York Branch By: /s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Authorized Signatory Commerica Bank By: /s/ XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Corporate Banking Officer DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ XXXX X. XXX Name: Xxxx X. Xxx Title: Vice President By: /s/ XXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxxx Title: Vice President HSBC BANK USA, NATIONAL ASSOCIATION By: /s/ XXXXX XXX Name: Xxxxx Xxx Title: Vice President KEYBANK NATIONAL ASSOCIATION By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK USA By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: First Vice President Mizuho Corporate Bank, Ltd. By: /s/XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Deputy General Manager By: Name: Title: PNC Bank, N.A. By: /s/ D. XXXXXXXX XXXXXXX Name: D. Xxxxxxxx Xxxxxxx Title: Vice President The Royal Bank of Scotland PLC By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Senior Vice President SunTrust Bank By: /s/XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Director UBS Loan Finance LLC By: /s/ XXXX X. XXXX Name: Xxxx X. Xxxx Title: Associate Director By: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Associate Director U.S. Bank, N.A. By: /s/ XXXX X. XXXXXXXX Name: Xxxx X. Xxxxxxxx Title: Vice President

ICC Transactions. The Borrower and RTFC are contemplating the acquisition of some or all of the assets and/or stock of the ICC Companies in Group 1 and/or Group 2 (collectively, “ICC Assets”), either through a credit bid pursuant to which, if such credit bid is successful, ICC Assets would be transferred to RTFC, the Borrower or one or more designees controlled by the Borrower or RTFC (and which may be one or more special purpose entities owned directly or indirectly by the Borrower or RTFC) or through one or more joint ventures with one or more third-party bidders pursuant to which the Borrower, RTFC and/or one or more special purpose entities created by the Borrower or RTFC would receive partial equity ownership in the acquisition entity/ies (the above-mentioned designees, special purpose entities and joint ventures, together with the ICC Companies, are hereby defined collectively as the “ICC Related Companies”); and in either case, among other things, (i) RTFC may transfer some or all of its rights with respect to its ICC loans (including without limitation the right to acquire ICC Assets pursuant to a successful RTFC credit bid) to the Borrower or to one or more special purpose entities controlled and designated by the Borrower, and such transfer(s) of RTFC’s rights may occur (A) in exchange for the Borrower’s forgiveness of, or in satisfaction of, some or all of RTFC’s indebtedness to the Borrower that was incurred to finance RTFC’s ICC loans, and/or (B) pursuant to the terms of a guaranty agreement between the Borrower and RTFC under which the Borrower has guaranteed, subject to certain limitations, that RTFC’s loss in respect of its ICC loans will not exceed its loss reserve therefor and under which the Borrower is entitled to be transferred RTFC’s rights relating to the ICC loans if RTFC makes a call on the guaranty; (ii) the Borrower and/or RTFC may provide equity and/or debt capitalization of, and ongoing funding for, the entities involved in the acquisition, ownership and operation of ICC Assets, and may create one or more of special purpose entities for such purposes; (iii) the Borrower and/or RTFC may provide working capital and capital expenditure financing to the ICC Companies and for the ICC Assets, either directly or through such special purpose entity/ies; (iv) the acquisition of ICC Assets would involve settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower and/or RTFC directly or through ICC Related Companies; (v) the Borrower and/or RTFC may provide 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; (vi) the Borrower or RTFC would hold such ICC Assets (through one or more special purpose entities) or such joint venture investment(s) and operate or provide 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 RTFC and/or the Borrower; and (vii) the Borrower and/or RTFC may engage 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 potential 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. EXHIBIT A FORM OF NOTE New York, New York [SIGNATURE PAGES TO AMENDMENT NODATE] 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 made by the Bank to the Borrower pursuant to the Term Loan Credit Agreement referred to below on the Maturity Date with respect to such Loan. 2 TO REVOLVING FIVE YEAR CREDIT AGREEMENT DATED AS OF MARCH 16The Borrower promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Term Loan 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 Bank of Nova Scotia, 2007 CONTINUE ON FOLLOWING PAGES] JPMORGAN CHASE BANKc/o GWS Loan Operations, N.A. 000 Xxxx Xxxxxx Xxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0, Attn: NYA Loan Operations. All Loans 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 Term Loan Credit Agreement. This note is one of the Notes referred to in the Term Loan Credit Agreement dated as of January 21, 2009, among the Borrower, the Banks listed on the signature pages thereof, The Bank of Nova Scotia, as Administrative Agent, U.S. Bank, N.A., as Syndication Agent, and Keybank National Association as Documentation Agent (as the same may be amended from time to time, the “Term Loan Credit Agreement”).Terms defined in the Term Loan Credit Agreement are used herein with the same meanings. Reference is made to the Term Loan Credit Agreement for provisions for the prepayment hereof and as a Bank By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx XxXxxxx Title: Executive Director ABN AMRO Bank NV By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Director By: /s/ XXXXXXXXX X. XXXXX Name: Xxxxxxxxx X. Xxxxx Title: Managing Director THE BANK OF NOVA SCOTIA By: /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Managing Director the acceleration of the maturity hereof. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: Name: Title: Note (cont'd) LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Type of Loan Amount of Principal Repaid Maturity Date Notation Made By EXHIBIT B-1 FORM OF RUS GUARANTEE 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 of Tokyo-Mitsubishi UFJOne, LTDNA and National Rural Utilities Cooperative Finance Corporation dated ___________, New York Branch By: /s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Authorized Signatory Commerica Bank By: /s/ XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Corporate Banking Officer DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ XXXX X. XXX Name: Xxxx X. Xxx Title: Vice President By: /s/ XXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxxx Title: Vice President HSBC BANK USA____. UNITED STATES OF AMERICA Date________________, NATIONAL ASSOCIATION By: /s/ XXXXX XXX Name: Xxxxx Xxx Title: Vice President KEYBANK NATIONAL ASSOCIATION By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK USA By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: First Vice President Mizuho Corporate Bank, Ltd. By: /s/XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Deputy General Manager ___ By: Name: Title: PNC Bank:Administrator of Rural Electrification Administration EXHIBIT B-2 FORM OF RUS GUARANTEE 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”), N.A. 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. THE UNDERSIGNED, AS [ADMINISTRATOR] OF RUS, DOES HEREBY CERTIFY THAT I AM AUTHORIZED UNDER THE ACT AND 7 CFR PART 1700 TO DELIVER THIS GUARANTEE. UNITED STATES OF AMERICA By: /s/ D. XXXXXXXX XXXXXXX Name: D. Xxxxxxxx Title:[Administrator] of the Rural Utilities Service Dated:__________________ RUS Loan No____________________________ EXHIBIT C OPINION OF GENERAL COUNSEL OF THE BORROWER January 21, 2009 To the Administrative Agent and each of the Bank parties to the Term Loan Credit Agreement referred to below x/x Xxx Xxxx xx Xxxx Xxxxxx Xxx Xxxxxxx TitleXxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Vice President I, Xxxx Xxx List, General Counsel of the National Rural Utilities Cooperative Finance Corporation (the “Borrower”), am delivering this opinion pursuant to the Term Loan Credit Agreement (the “Agreement”) dated as of January 21, 2009 among the Borrower, the Banks listed on the signature pages thereof, The Royal Bank of Scotland PLC By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Senior Vice President SunTrust Bank By: /s/XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Director UBS Loan Finance LLC By: /s/ XXXX X. XXXX Name: Xxxx X. Xxxx Title: Associate Director By: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Associate Director Nova Scotia, as Administrative Agent, U.S. Bank, N.A. By: /s/ XXXX X. XXXXXXXX Name: Xxxx X. Xxxxxxxx Title: Vice PresidentN.A., as Syndication Agent, and Keybank National Association, as Documentation Agent. Terms defined in the Agreement are used herein as therein defined. This opinion is being rendered to you at the request of the Borrower, pursuant to Section 3.01(c) of the Agreement. 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 laws of the District of Columbia. Upon the basis of the foregoing, I am of the opinion that:

ICC Transactions. The Borrower and RTFC are contemplating the acquisition of some or all of the assets and/or stock of the ICC Companies in Group 1 and/or Group 2 (collectively, “ICC Assets”), either through a credit bid pursuant to which, if such credit bid is successful, ICC Assets would be transferred to RTFC, the Borrower or one or more designees controlled by the Borrower or RTFC (and which may be one or more special purpose entities owned directly or indirectly by the Borrower or RTFC) or through one or more joint ventures with one or more third-party bidders pursuant to which the Borrower, RTFC and/or one or more special purpose entities created by the Borrower or RTFC would receive partial equity ownership in the acquisition entity/ies (the above-mentioned designees, special purpose entities and joint ventures, together with the ICC Companies, are hereby defined collectively as the “ICC Related Companies”); and in either case, among other things, (i) RTFC may transfer some or all of its rights with respect to its ICC loans (including without limitation the right to acquire ICC Assets pursuant to a successful RTFC credit bid) to the Borrower or to one or more special purpose entities controlled and designated by the Borrower, and such transfer(s) of RTFC’s rights may occur (A) in exchange for the Borrower’s forgiveness of, or in satisfaction of, some or all of RTFC’s indebtedness to the Borrower that was incurred to finance RTFC’s ICC loans, and/or (B) pursuant to the terms of a guaranty agreement between the Borrower and RTFC under which the Borrower has guaranteed, subject to certain limitations, that RTFC’s loss in respect of its ICC loans will not exceed its loss reserve therefor and under which the Borrower is entitled to be transferred RTFC’s rights relating to the ICC loans if RTFC makes a call on the guaranty; (ii) the Borrower and/or RTFC may provide equity and/or debt capitalization of, and ongoing funding for, the entities involved in the acquisition, ownership and operation of ICC Assets, and may create one or more of special purpose entities for such purposes; (iii) the Borrower and/or RTFC may provide working capital and capital expenditure financing to the ICC Companies and for the ICC Assets, either directly or through such special purpose entity/ies; (iv) the acquisition of ICC Assets would involve settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower and/or RTFC directly or through ICC Related Companies; (v) the Borrower and/or RTFC may provide 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; (vi) the Borrower or RTFC would hold such ICC Assets (through one or more special purpose entities) or such joint venture investment(s) and operate or provide 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 RTFC and/or the Borrower; and (vii) the Borrower and/or RTFC may engage 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 potential 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. [SIGNATURE PAGES TO AMENDMENT NO. 2 1 TO REVOLVING FIVE YEAR CREDIT AGREEMENT DATED AS OF MARCH 1614, 2007 2008 CONTINUE ON FOLLOWING PAGES] JPMORGAN CHASE BANKTHE BANK OF NOVA SCOTIA, N.A. as Administrative Agent and as a Bank By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx XxXxxxx Title: Executive Director ABN AMRO Bank NV By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Director By: /s/ XXXXXXXXX X. XXXXX Name: Xxxxxxxxx X. Xxxxx Title: Managing Director THE BANK OF NOVA SCOTIA By: /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Managing Director By: Name: Title: The Bank of Tokyo-Mitsubishi UFJ, LTD, New York Branch By: /s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Authorized Signatory Commerica Bank By: /s/ XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Corporate Banking Officer DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ XXXX X. XXX Name: Xxxx X. Xxx Title: Vice President By: /s/ XXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxxx Title: Vice President HSBC BANK USA, NATIONAL ASSOCIATION By: /s/ XXXXX XXX Name: Xxxxx Xxx Title: Vice President JPMORGAN CHASE BANK, N.A. By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx XxXxxxx Title: Executive Director KEYBANK NATIONAL ASSOCIATION By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK USA By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: First Vice President Mizuho Corporate Bank, Ltd. By: /s/XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Deputy General Manager By: Name: Title: PNC Bank, N.A. By: /s/ D. XXXXXXXX XXXXXXX Name: D. Xxxxxxxx Xxxxxxx Title: Vice President The Royal Bank of Scotland PLC By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Senior Vice President SunTrust Bank By: /s/XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Director UBS Loan Finance LLC By: /s/ XXXX X. XXXX Name: Xxxx X. Xxxx Title: Associate Director By: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Associate Director U.S. Bank, N.A. By: /s/ XXXX X. XXXXXXXX Name: Xxxx X. Xxxxxxxx Title: Vice President

ICC Transactions. The Borrower and RTFC are contemplating the acquisition of some or all of the assets assets, third-party debt and/or stock of the ICC Companies in Group 1 and/or Group 2 (collectively, “ICC Assets”), either (a) through a credit bid pursuant to which, if such credit bid is successful, ICC Assets would be transferred to RTFC, the Borrower or one or more designees controlled by the Borrower or RTFC (and which may be one or more special purpose entities owned directly or indirectly by the Borrower or RTFC), (b) or through one or more joint ventures with one or more third-party bidders pursuant to which the Borrower, RTFC and/or one or more special purpose entities created by the Borrower or RTFC would receive partial equity ownership in the acquisition entity/ies or (c) through enforcement of remedies associated with the various debt instruments (or a combination of (a), (b) and (c) SCHEDULE 9.15 (the above-mentioned designees, special purpose entities and joint ventures, together with the ICC Companies, are hereby defined collectively as the “ICC Related Companies”); and in either case. In such cases, among other things, (i) RTFC may transfer some or all of its rights with respect to its ICC loans (including without limitation the right to acquire ICC Assets pursuant to a successful RTFC credit bid) to the Borrower or to one or more special purpose entities controlled and designated by the Borrower, and such transfer(s) of RTFC’s rights may occur (A) in exchange for the Borrower’s forgiveness of, or in satisfaction of, some or all of RTFC’s indebtedness to the Borrower that was incurred to finance RTFC’s ICC loans, and/or (B) pursuant to the terms of a guaranty agreement between the Borrower and RTFC under which the Borrower has guaranteed, subject to certain limitations, that RTFC’s loss in respect of its ICC loans will not exceed its loss reserve therefor and under which the Borrower is entitled to be transferred RTFC’s rights relating to the ICC loans if RTFC makes a call on the guaranty; (ii) the Borrower and/or RTFC may provide equity and/or debt capitalization of, and ongoing funding for, the entities involved in the acquisition, ownership and operation of ICC Assets, and may create one or more of special purpose entities for such purposes; (iii) the Borrower and/or RTFC may provide working capital and capital expenditure financing to the ICC Companies and for the ICC Assets, either directly or through such special purpose entity/ies; (iv) the acquisition of ICC Assets would involve settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower and/or RTFC directly or through ICC Related Companies; (v) the Borrower and/or RTFC may provide 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; (vi) the Borrower or RTFC would hold such ICC Assets (through one or more special purpose entities) or such joint venture investment(s) and operate or provide 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 RTFC and/or the Borrower; and (vii) the Borrower and/or RTFC may engage 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 potential 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. EXHIBIT A FORM OF NOTE New York, New York [SIGNATURE PAGES TO AMENDMENT NODATE] 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 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. 2 TO REVOLVING FIVE YEAR CREDIT AGREEMENT DATED AS OF MARCH 16The Borrower promises to pay interest on the unpaid principal amount of each such Loan 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 Bank of Nova Scotia, 2007 CONTINUE ON FOLLOWING PAGES] JPMORGAN CHASE BANKc/o GWS Loan Operations, N.A. 720 Xxxx Xxxxxx Xxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0, Attn: NYA Loan Operations. All Loans 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 March 13, 2009, among the Borrower, the Banks listed on the signature pages thereof, The Bank of Nova Scotia, as Administrative Agent Agent, The Royal Bank of Scotland plc, as Syndication Agent, and as a Deutsche Bank By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx XxXxxxx Title: Executive Director ABN AMRO Bank NV By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Director By: /s/ XXXXXXXXX X. XXXXX Name: Xxxxxxxxx X. Xxxxx Title: Managing Director THE BANK OF NOVA SCOTIA By: /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Managing Director By: Name: Title: Securities Inc., UBS Loan Finance LLC and The Bank of Tokyo-Mitsubishi UFJ, LTDLtd., New York Branch By: /s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Authorized Signatory Commerica Bank By: /s/ XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Corporate Banking Officer DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ XXXX X. XXX Name: Xxxx X. Xxx Title: Vice President By: /s/ XXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxxx Title: Vice President HSBC BANK USABranch, 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 ASSOCIATION By: /s/ XXXXX XXX Name: Xxxxx Xxx Title: Vice President KEYBANK NATIONAL ASSOCIATION By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK USA By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: First Vice President Mizuho Corporate Bank, Ltd. By: /s/XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Deputy General Manager RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: Name: Title: PNC BankNote (cont’d) LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Type of Loan Amount of Principal Repaid Maturity Date Notation Made By EXHIBIT B-1 FORM OF RUS GUARANTEE 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, N.A. 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: /s/ D. XXXXXXXX XXXXXXX Name: D. Xxxxxxxx Xxxxxxx Title:Administrator of Rural Electrification Administration EXHIBIT B-2 FORM OF RUS GUARANTEE 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. THE UNDERSIGNED, AS [ADMINISTRATOR] OF RUS, DOES HEREBY CERTIFY THAT I AM AUTHORIZED UNDER THE ACT AND 7 CFR PART 1700 TO DELIVER THIS GUARANTEE. UNITED STATES OF AMERICA By: Vice President Name: Title:[Administrator] of the Rural Utilities Service Dated:__________________ RUS Loan No EXHIBIT C FORM OF MONEY MARKET QUOTE REQUEST [Date] To: The Bank of Nova Scotia (the “Administrative Agent”) From: National Rural Utilities Cooperative Finance Corporation (the ”Borrower”) Re: Revolving Credit Agreement, dated as of March 13, 2009, among the Borrower, the Banks listed on the signature pages thereof, The Bank of Nova Scotia, as Administrative Agent, The Royal Bank of Scotland PLC By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Senior Vice President SunTrust plc, as Syndication Agent, and Deutsche Bank By: /s/XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Director Securities Inc., UBS Loan Finance LLC and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, 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. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: /s/ XXXX X. XXXX Name: Xxxx X. Xxxx Title: Associate Director By: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Associate Director U.S. Bank, N.A. By: /s/ XXXX X. XXXXXXXX Name: Xxxx X. Xxxxxxxx Title: Vice President1 Amount must be $10,000,000 or a larger multiple of $1,000,000.

ICC Transactions. The Borrower and RTFC are contemplating the acquisition of some or all of the assets assets, third-party debt and/or stock of the ICC Companies in Group 1 and/or Group 2 (collectively, “ICC Assets”), either (a) through a credit bid pursuant to which, if such credit bid is successful, ICC Assets would be transferred to RTFC, the Borrower or one or more designees controlled by the Borrower or RTFC (and which may be one or more special purpose entities owned directly or indirectly by the Borrower or RTFC), (b) or through one or more joint ventures with one or more third-party bidders pursuant to which the Borrower, RTFC and/or one or more special purpose entities created by the Borrower or RTFC would receive partial equity ownership in the acquisition entity/ies or (c) through enforcement of remedies associated with the various debt instruments (or a combination of (a), (b) and (c) (the above-mentioned designees, special purpose entities and joint ventures, together with the ICC Companies, are hereby defined collectively as the “ICC Related Companies”); and in either case. In such cases, among other things, (i) RTFC may transfer some or all of its rights with respect to its ICC loans (including without limitation the right to acquire ICC Assets pursuant to a successful RTFC credit bid) to the Borrower or to one or more special purpose entities controlled and designated by the Borrower, and such transfer(s) of RTFC’s rights may occur (A) in exchange for the Borrower’s forgiveness of, or in satisfaction of, some or all of RTFC’s indebtedness to the Borrower that was incurred to finance RTFC’s ICC loans, and/or (B) pursuant to the terms of a guaranty agreement between the Borrower and RTFC under which the Borrower has guaranteed, subject to certain limitations, that RTFC’s loss in respect of its ICC loans will not exceed its loss reserve therefor and under which the Borrower is entitled to be transferred RTFC’s rights relating to the ICC loans if RTFC makes a call on the guaranty; (ii) the Borrower and/or RTFC may provide equity and/or debt capitalization of, and ongoing funding for, the entities involved in the acquisition, ownership and operation of ICC Assets, and may create one or more of special purpose entities for such purposes; (iii) the Borrower and/or RTFC may provide working capital and capital expenditure financing to the ICC Companies and for the ICC Assets, either directly or through such special purpose entity/ies; (iv) the acquisition of ICC Assets would involve settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower and/or RTFC directly or through ICC Related Companies; (v) the Borrower and/or RTFC may provide 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; (vi) the Borrower or RTFC would hold such ICC Assets (through one or more special purpose entities) or such joint venture investment(s) and operate or provide 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 RTFC and/or the Borrower; and (vii) the Borrower and/or RTFC may engage 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 potential 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. EXHIBIT A FORM OF NOTE New York, New York [SIGNATURE PAGES TO AMENDMENT NODATE] 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. 2 TO REVOLVING FIVE YEAR CREDIT AGREEMENT DATED AS OF MARCH 16The 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 Bank of Nova Scotia, 2007 CONTINUE ON FOLLOWING PAGES] JPMORGAN CHASE BANKc/o GWS Loan Operations, N.A. 720 King Street West, 2nd Floox, Xxxxxxx, Xxxxxxx, X0X 0X0, Xxxx: XXX Xxxx Xxxxxxxxxx. 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 March 10, 2010, among the Borrower, the Banks listed on the signature pages thereof, The Bank of Nova Scotia, as Administrative Agent Agent, The Royal Bank of Scotland plc, as Syndication Agent, and as a Royal Bank By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx XxXxxxx Title: Executive Director ABN AMRO Bank NV By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Director By: /s/ XXXXXXXXX X. XXXXX Name: Xxxxxxxxx X. Xxxxx Title: Managing Director THE BANK OF NOVA SCOTIA By: /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Managing Director By: Name: Title: of Canada, The Bank of Tokyo-Mitsubishi UFJ, LTDLtd. and U.S. Bank National Association, New York Branch By: /s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Authorized Signatory Commerica Bank By: /s/ XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Corporate Banking Officer DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ XXXX X. XXX Name: Xxxx X. Xxx Title: Vice President By: /s/ XXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxxx Title: Vice President HSBC BANK USAas 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 ASSOCIATION By: /s/ XXXXX XXX Name: Xxxxx Xxx Title: Vice President KEYBANK NATIONAL ASSOCIATION By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK USA By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: First Vice President Mizuho Corporate Bank, Ltd. By: /s/XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Deputy General Manager RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: Name: Title: PNC Note (cont’d) LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Type of Loan Amount of Principal Repaid Maturity Date Notation Made By XXXXXXX X-0 XXXX XX XXX XXXXXXXXX Xxe 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 EXHIBIT B-2 FORM OF RUS GUARANTEE 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. THE UNDERSIGNED, AS [ADMINISTRATOR] OF RUS, DOES HEREBY CERTIFY THAT I AM AUTHORIZED UNDER THE ACT AND 7 CFR PART 1700 TO DELIVER THIS GUARANTEE. UNITED STATES OF AMERICA By: Name: Title: [Administrator] of the Rural Utilities Service Dated:__________________ RUS Loan No EXHIBIT C FORM OF MONEY MARKET QUOTE REQUEST [Date] To: The Bank of Nova Scotia (the “Administrative Agent”) From: National Rural Utilities Cooperative Finance Corporation (the ”Borrower”) Re: Revolving Credit Agreement, dated as of March 10, 2010, among the Borrower, the Banks listed on the signature pages thereof, The Bank of Nova Scotia, as Administrative Agent and Initial Issuing Bank, N.A. By: /s/ D. XXXXXXXX XXXXXXX Name: D. Xxxxxxxx Xxxxxxx Title: Vice President The Royal Bank of Scotland PLC plc, as Syndication Agent, and Royal Bank of Canada, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and U.S. Bank National Association, 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. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Senior Vice President SunTrust 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. EXHIBIT D FORM OF INVITATION FOR MONEY MARKET QUOTES [Date] 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 10, 2010, among the Borrower, the Banks listed on the signature pages thereof, The Bank of Nova Scotia, as Administrative Agent and Initial Issuing Bank, The Royal Bank of Scotland plc, as Syndication Agent, and Royal Bank of Canada, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and U.S. Bank National Association, as Co-Documentation Agents (the “Revolving Credit Agreement”): Date of Borrowing: __________________ Principal Amount Interest Period $ 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]. The Bank of Nova Scotia By: /s/XXXXXX XXXXXXX Name: Xxxxxx Title:Authorized Officer EXHIBIT E FORM OF MONEY MARKET QUOTE [Date] The Bank of Nova Scotia, as Administrative Agent c/o GWS Loan Operations 720 King Street West, 2nd Floox Xxxxxxx, Xxxxxxx Title: Director UBS Loan Finance LLC By: /s/ XXXX X. XXXX NameX0X 0X0 Xxxx: Xxxx X. Xxxx TitleXxxxxxxxxxx, XXX Loan Opexxxxxxx Xxxxxxxon: Associate Director ByRe: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Associate Director U.S. BankMoney Market Quote to National Rural Utilities Cooperative Finance Corporation (the “Borrower”) In response to your invitation on behalf of the Borrower dated _____________, N.A. By: /s/ XXXX X. XXXXXXXX Name: Xxxx X. Xxxxxxxx Title: Vice President20__, we hereby make the following Money Market Quote on the following terms:

ICC Transactions. The Borrower and RTFC are contemplating the acquisition of some or all of the assets and/or stock of the ICC Companies in Group 1 and/or Group 2 (collectively, “ICC Assets”), either through a credit bid pursuant to which, if such credit bid is successful, ICC Assets would be transferred to RTFC, the Borrower or one or more designees controlled by the Borrower or RTFC (and which may be one or more special purpose entities owned directly or indirectly by the Borrower or RTFC) or through one or more joint ventures with one or more third-party bidders pursuant to which the Borrower, RTFC and/or one or more special purpose entities created by the Borrower or RTFC would receive partial equity ownership in the acquisition entity/ies (the above-mentioned designees, special purpose entities and joint ventures, together with the ICC Companies, are hereby defined collectively as the “ICC Related Companies”); and in either case, among other things, (i) RTFC may transfer some or all of its rights with respect to its ICC loans (including without limitation the right to acquire ICC Assets pursuant to a successful RTFC credit bid) to the Borrower or to one or more special purpose entities controlled and designated by the Borrower, and such transfer(s) of RTFC’s rights may occur (A) in exchange for the Borrower’s forgiveness of, or in satisfaction of, some or all of RTFC’s indebtedness to the Borrower that was incurred to finance RTFC’s ICC loans, and/or (B) pursuant to the terms of a guaranty agreement between the Borrower and RTFC under which the Borrower has guaranteed, subject to certain limitations, that RTFC’s loss in respect of its ICC loans will not exceed its loss reserve therefor and under which the Borrower is entitled to be transferred RTFC’s rights relating to the ICC loans if RTFC makes a call on the guaranty; (ii) the Borrower and/or RTFC may provide equity and/or debt capitalization of, and ongoing funding for, the entities involved in the acquisition, ownership and operation of ICC Assets, and may create one or more of special purpose entities for such purposes; (iii) the Borrower and/or RTFC may provide working capital and capital expenditure financing to the ICC Companies and for the ICC Assets, either directly or through such special purpose entity/ies; (iv) the acquisition of ICC Assets would involve settling claims of other creditors of the ICC Companies, which settlements may be financed by the Borrower and/or RTFC directly or through ICC Related Companies; (v) the Borrower and/or RTFC may provide 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; (vi) the Borrower or RTFC would hold such ICC Assets (through one or more special purpose entities) or such joint venture investment(s) and operate or provide 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 RTFC and/or the Borrower; and (vii) the Borrower and/or RTFC may engage 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 potential 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. [SIGNATURE PAGES TO AMENDMENT NO. 2 4 TO REVOLVING FIVE YEAR CREDIT AGREEMENT DATED AS OF MARCH 1622, 2007 2006 CONTINUE ON FOLLOWING PAGES] JPMORGAN CHASE BANK, N.A. as Administrative Agent and as a Bank By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx XxXxxxx Title: Executive Director ABN AMRO Bank NV By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Director By: /s/ XXXXXXXXX X. XXXXX Name: Xxxxxxxxx X. Xxxxx Title: Managing Director THE BANK OF NOVA SCOTIA By: /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Managing Director By: Name: Title: The Bank of Tokyo-Mitsubishi UFJ, LTD, New York Branch By: /s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Authorized Signatory Commerica Bank By: /s/ XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Corporate Banking Officer CREDIT SUISSE, CAYMAN ISLANDS BRANCH By: /s/ XXX XXXXX Name: Xxx Xxxxx Title: Director By: /s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Assistant Vice President DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ XXXX X. XXX Name: Xxxx X. Xxx Title: Vice President By: /s/ XXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxxx Title: Vice President HSBC BANK USA, NATIONAL ASSOCIATION By: /s/ XXXXX XXX Name: Xxxxx Xxx Title: Vice President KEYBANK NATIONAL ASSOCIATION By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK USA By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: First Vice President Mizuho Corporate Bank, Ltd. By: /s/XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Deputy General Manager By: Name: Title: PNC Bank, N.A. By: /s/ D. XXXXXXXX XXXXXXX Name: D. Xxxxxxxx Xxxxxxx Title: Vice President The Royal Bank of Scotland PLC By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Senior Vice President SunTrust Bank By: /s/XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Director UBS Loan Finance LLC By: /s/ XXXX X. XXXX Name: Xxxx X. Xxxx Title: Associate Director By: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Associate Director U.S. Bank, N.A. By: /s/ XXXX X. XXXXXXXX Name: Xxxx X. Xxxxxxxx Title: Vice President