FARMER MAC MORTGAGE SECURITIES CORPORATION, As Note Purchaser NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, As Borrower As Collateral Agent FEDERAL AGRICULTURAL MORTGAGE CORPORATION, As Guarantor FIRST AMENDMENT TO PLEDGE AGREEMENT Dated...
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EXHIBIT
10.29.1
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XXXXXX
MAC MORTGAGE
SECURITIES
CORPORATION,
As
Note Purchaser
NATIONAL
RURAL UTILITIES
COOPERATIVE
FINANCE CORPORATION,
As
Borrower
U.S.
BANK NATIONAL ASSOCIATION,
As
Collateral Agent
FEDERAL
AGRICULTURAL
MORTGAGE
CORPORATION,
As
Guarantor
_______________________________
FIRST
AMENDMENT TO PLEDGE AGREEMENT
_______________________________
Dated
as of September 23, 2009
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FIRST
AMENDMENT TO PLEDGE AGREEMENT
FIRST
AMENDMENT TO PLEDGE AGREEMENT, dated as of September 23, 2009, among NATIONAL
RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a District of Columbia
cooperative association and its successors and assigns (hereinafter called
“National
Rural”), XXXXXX MAC MORTGAGE SECURITIES CORPORATION, (the “Purchaser”), a
wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a
federally-chartered instrumentality of the United States and an institution of
the Farm Credit System and its successors and assigns (“Xxxxxx Mac”), U.S.
BANK NATIONAL ASSOCIATION, a national banking association and its successors and
assigns (hereinafter called the “Collateral Agent”),
and Xxxxxx Mac, as Guarantor.
RECITALS
WHEREAS,
the Purchaser, National Rural, Xxxxxx Mac, and the Collateral Agent are parties
to a certain Pledge Agreement dated as of February 5, 2009 (“Pledge Agreement”);
and
WHEREAS,
the parties have agreed to modify the Pledge Agreement as set forth
herein.
NOW,
THEREFORE, in consideration of the mutual agreements herein contained, Xxxxxx
Mac, the Purchaser, National Rural and the Collateral Agent agree as
follows:
1. Recitals. The
foregoing Recitals are hereby incorporated by reference into this
Amendment.
2. Definitions. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
them in the Pledge Agreement.
3. Amendment.
(a) The
Pledge Agreement is hereby amended by deleting the definition of Allowable
Amount in Section 1.01 in its entirety and replacing it with the
following:
“Allowable Amount” on
any date means, with respect to Eligible Securities, the aggregate principal
amount of such Eligible Securities theretofore advanced thereon which remains
unpaid on such date, subject to any limitation on the Allowable Amount
applicable through the definition of “Eligible Security.”
(b) The
Pledge Agreement is hereby amended by deleting the definition of Eligible
Security in Section 1.01 in its entirety and replacing it with the
following:
“Eligible Security”
means a note or bond of any Eligible Member payable or registered to, or to the
order of, National Rural, (A) in respect of which (i) the outstanding
principal amount under such note or bond, together with the outstanding
principal amount of any other notes or bonds of such Eligible Member pledged
hereunder or pledged to secure any other notes or bonds issued by National Rural
to Xxxxxx Mac or any affiliate or sold by National Rural or any affiliate to any
trust whose beneficial ownership is owned or controlled by Xxxxxx Mac, does not
aggregate more than $35 million; provided, however, that a note or bond in
excess of $35 million may be pledged hereunder but up to $35 million principal
amount of such note or bond (considered together with any other note or bond of
such Eligible Member pledged hereunder or pledged to secure any other notes or
bonds issued by National Rural to Xxxxxx Mac or any affiliate or sold by
National Rural or any affiliate to Xxxxxx Mac, any affiliate or any trust whose
beneficial ownership is owned or controlled by Xxxxxx Mac) shall be counted in
the Allowable Amount of such Eligible Security (with the amount of any such
excess recorded in Item 7 of the Certificate of Pledged Collateral in the form
of Annex A
attached hereto), (ii) no default has occurred in the payment of principal or
interest in accordance with the terms of such note or bond that is continuing
beyond the contractual grace period (if any) provided in such note or bond for
such payment and (iii) no “event of default” as defined in such note or
bond (or in any instrument creating a security interest in favor of National
Rural in respect of such note or bond), shall exist that has resulted in the
exercise of any right or remedy described in such note or bond (or in any such
instrument); (B) which is not classified by National Rural as a
non-performing loan under generally accepted accounting principles in the United
States; and (C) which otherwise satisfies the criteria set forth on Schedule I
hereto, as such Schedule I may be amended from time to time as mutually agreed
upon in writing by Xxxxxx Mac and National Rural, with notice of any such
amendment to the Collateral Agent prior to the pledge of such Eligible
Security.
(c) The
Pledge Agreement is hereby amended by deleting Section 2.01(a) in its entirety
and replacing it with the following:
(a) National
Rural shall make available to the Control Party, within forty-five (45) days of
a pledge of the Pledged Securities in connection with an advance (or for a
longer period as National Rural and the Control Party agree), such back-up
information as is reasonably necessary in order to allow the Control Party to
confirm compliance of such Pledged Securities to the requisite criteria as
outlined herein. Upon receipt of the back-up information, the Control
Party shall have ninety (90) days to object in writing to the inclusion of any
item of the Pledged Securities as part of the Pledged Collateral. If
the Control Party reasonably determines that any of the Pledged Securities do
not meet the criteria for Eligible Securities, then National Rural shall have
forty-five (45) days in which to provide substitute collateral, and the timeline
specified above for National Rural to make available back-up material and
confirmation shall also apply as to the substituted collateral.
(d) The
Pledge Agreement is hereby amended by adding new Section 2.11(f) as
follows:
(f) the
Allowable Amount of Pledged Collateral from Class B Members does not constitute
more than 20% of the aggregate amount of any notes or bonds: (1) pledged
hereunder; (2) pledged to secure any other notes or bonds issued by National
Rural or any affiliate to Xxxxxx Mac or any affiliate; (3) sold by National
Rural or any affiliate to Xxxxxx Mac or any affiliate; or (4) sold to any trust
whose beneficial ownership is owned or controlled by Xxxxxx Mac or an
affiliate.
(e) The
Pledge Agreement is hereby amended by deleting Annex A to the Pledge Agreement
in its entirety and replacing it with Annex A attached to this
Amendment.
4. GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, FEDERAL LAW. TO THE EXTENT FEDERAL LAW
INCORPORATES STATE LAW, THAT STATE LAW SHALL BE THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED THEREIN.
5. Inconsistency with
Pledge
Agreement. Except as otherwise amended or modified herein, the
terms, conditions and provisions of the Pledge Agreement remain in full force
and effect. In the event of any conflict or inconsistency between the
terms of this Amendment and the Pledge Agreement, the terms of this Amendment
shall control.
6. Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
instrument.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the day and
year first above written.
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XXXXXX
MAC MORTGAGE
SECURITIES
CORPORATION
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By:
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Title:
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FEDERAL
AGRICULTURAL
MORTGAGE
CORPORATION
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By:
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Title:
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NATIONAL
RURAL UTILITIES
COOPERATIVE
FINANCE
CORPORATION
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By:
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Title:
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U.S.
BANK NATIONAL ASSOCIATION
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By:
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Title:
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ANNEX
A
TO
PLEDGE
AGREEMENT
NATIONAL
RURAL UTILITIES
COOPERATIVE
FINANCE CORPORATION
PLEDGE
AGREEMENT DATED AS OF FEBRUARY 5, 2009
CERTIFICATE
OF PLEDGED COLLATERAL FILED WITH
U.S. BANK
NATIONAL ASSOCIATION, Collateral Agent
________________,
Chief Executive Officer (or Chief Financial Officer or Controller) and
____________________, Vice-President, respectively, of National Rural Utilities
Cooperative Finance Corporation, hereby certify to the Control Party and the
Collateral Agent under the above-mentioned Pledge Agreement as amended to the
date hereof (herein called the “Pledge Agreement”) as follows:
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1.
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The
Allowable Amount of Pledged Collateral certified hereby, remaining on
deposit with the Collateral Agent, as shown on Schedule A
hereto, is
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$ | |||
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2.
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The
Allowable Amount of Pledged Collateral certified hereby, being deposited
as shown on Schedule B
hereto, is
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$ | |||
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3.
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The
aggregate principal amount of the Note(s) outstanding at the date hereof
is
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$ | |||
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4.
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The
aggregate amount, if any, of the Note(s) to be issued on the basis of this
Certificate is
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$ | |||
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5.
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The
sum of amounts in items 3 and 4 is
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$ | |||
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6.
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The
aggregate amount by which the Allowable Amount of Pledged Collateral
exceeds the aggregate principal amount of the Note(s) outstanding (the sum
of items 1 and 2 minus item 5) is
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$ | |||
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7.
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The
cumulative amount by which each Eligible Security listed on
Schedule A or Schedule B exceeds $35 million is
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$ |
ANNEX
A
TO
PLEDGE
AGREEMENT
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8.
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The
Allowable Amount of Pledged Collateral which is included in items 1 and 2
above from Class B Eligible Members does not constitute more than 20% of
the aggregate amount of any notes or bonds: (1) pledged hereunder; (2)
pledged to secure any other notes or bonds issued by National Rural or any
affiliate to Xxxxxx Mac or any affiliate; (3) sold by National Rural or
any affiliate to Xxxxxx Mac or any affiliate; or (4) sold to any trust
whose beneficial ownership is owned or controlled by Xxxxxx Mac or an
affiliate.
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9.
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To
the knowledge of the undersigned, each Eligible Security from a Class A
Eligible Member the Allowable Amount of which is included in item 2
satisfies the following criteria on the date of this
Certificate: (1) Long-Term Debt to Net Utility Plant Ratio, as
the average ratio of the most recent three full calendar years for which
financial information is available, does not exceed 90%; (2) Modified Debt
Service Coverage Ratio—Distribution, as the average ratio of the most
recent three full calendar years for which financial information is
available, is greater than or equal to 1.35; (3) Equity to Total Assets
Ratio, as the average ratio of the most recent three full calendar years
for which financial information is available, is greater than or equal to
20%; and (4) the Eligible Security has a Facility Rating by National Rural
of “4.9” or lower.
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10.
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To
the knowledge of the undersigned, each Eligible Security from a Class B
Eligible Member the Allowable Amount of which is included in item 2
satisfies the following criteria on the date of this
Certificate: (1) Equity to Total Capitalization Ratio, as the
average ratio of the most recent three full calendar years for which
financial information is available, is greater than or equal to 25%; (2)
Modified Debt Service Coverage Ratio—G&T, as the average ratio of the
most recent three full calendar years for which financial information is
available, is greater than or equal to 1.10; (3) Equity to Total Assets
Ratio, as the average ratio of the most recent three full calendar years
for which financial information is available, is greater than or equal to
10%; and (4) the Eligible Security has a Facility Rating by National Rural
of “4.9” or lower.
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ANNEX
A
TO
PLEDGE
AGREEMENT
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11.
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So
far as is known to the undersigned, no Event of Default
exists.
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12.
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To
the extent an Eligible Security listed on Schedule A or Schedule B
has an outstanding principal amount of more than $35 million, the
Allowable Amount of Pledged Collateral set forth in items 1 and 2 above
reflects only $35 million with respect to such Eligible Security (or
a lesser amount representing the difference between $35 million and
the aggregate amount of any notes or bonds of the same Eligible Member
pledged or sold to Xxxxxx Mac or any affiliate in any previous
transaction), with any excess above $35 million (or the lesser
amount) reflected in item 7 above.
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13.
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Each
Eligible Member whose notes are Pledged Securities has received or is
eligible to receive a loan or commitment for a loan from RUS or any
successor agency.
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All terms
which are defined in the Pledge Agreement are used herein as so
defined.
Dated: _____________________
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OF
NATIONAL RURAL UTILITIES
COOPERATIVE
FINANCE
CORPORATION
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ANNEX
A
TO
PLEDGE
AGREEMENT
PLEDGED
SECURITIES ON DEPOSIT
SCHEDULE
A TO OFFICERS’ CERTIFICATE
DATED
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Eligible
Securities
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Name
of Issuer
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Allowable
Amount (Item 1)
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Pledged
Securities
(Here
List Securities)
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ANNEX
A
TO
PLEDGE
AGREEMENT
PLEDGED
SECURITIES BEING DEPOSITED
SCHEDULE
B TO OFFICERS’ CERTIFICATE
DATED
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Eligible
Securities
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Name
of Issuer
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Allowable
Amount (Item 2)
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Pledged
Securities
(Here
List Securities)
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