EXHIBIT 4.6
AGREEMENT OF RESIGNATION OF RESIGNING TRUSTEE, APPOINTMENT OF
SUCCESSOR TRUSTEE AND ACCEPTANCE AGREEMENT
Dated as of January 28, 2002
Among
THE BANK OF NEW YORK
(Resigning Trustee)
STATE STREET BANK AND TRUST COMPANY
(Successor Trustee)
And
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
(the Issuer)
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AGREEMENT OF RESIGNATION OF RESIGNING TRUSTEE, APPOINTMENT OF
SUCCESSOR TRUSTEE AND ACCEPTANCE AGREEMENT
This AGREEMENT OF RESIGNATION OF RESIGNING TRUSTEE, APPOINTMENT OF
SUCCESSOR TRUSTEE AND ACCEPTANCE AGREEMENT (this "Agreement") is dated as of
January 28, 2002, by and among the NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION, the Issuer (the "Issuer"), THE BANK OF NEW YORK, as the
resigning trustee and paying agent (the "Resigning Trustee"), and STATE STREET
BANK AND TRUST COMPANY, as successor trustee and paying agent (the "Successor
Trustee"). Terms not otherwise defined herein shall have the meanings ascribed
to them in the Term Note Indenture hereinafter referred to.
WITNESSETH:
WHEREAS, the Issuer and the Resigning Trustee entered into an
Indenture dated as of December 15, 1987, as supplemented by a First
Supplemental Indenture dated as of October 1, 1990 between the Issuer and the
Resigning Trustee relating to the issuance of certain Medium-Term Notes (the
"Term Note Indenture"); and
WHEREAS, under the Term Note Indenture, there are presently issued
and outstanding the Issuer's Medium Term Notes, Series A, B and C in the
original aggregate principal amount of $4,840,813,000 (the "Term Notes"); and
WHEREAS, pursuant to the terms of the Term Note Indenture, the
Resigning Trustee shall resign as trustee and paying agent under the Term Note
Indenture, effective at the close of business on January 28, 2002 (the
"Effective Date"); and
WHEREAS, the Successor Trustee has agreed to its appointment as of
the Effective Date as Trustee and Paying Agent under the Term Note Indenture
and will act thereafter as Trustee and Paying Agent thereunder until such time
as a successor Trustee is appointed in accordance with the terms of such
Indenture;
NOW THEREFORE, pursuant to the pertinent provisions of the Term Note
Indenture and in consideration of the covenants herein contained, it is agreed
as follows:
1. REMOVAL AND APPOINTMENT OF SUCCESSOR. (a) The Resigning
Trustee hereby resigns from the corporate trust services
under the Term Note Indenture. A copy of the Term Note
Indenture is attached hereto as Exhibit A.
(b) The Issuer hereby confirms and ratifies (i) the
resignation and removal of the Resigning Trustee as
Trustee and Paying Agent, such resignation and
removal to become effective as of the Effective
Date, and (ii) the appointment of State Street Bank
and Trust Company, a Massachusetts trust company,
as successor Trustee and successor Paying Agent
under the Term Note Indenture with all the rights,
powers, trusts, duties and obligations heretofore
vested in the Resigning Trustee under the Term Note
Indenture, such appointment to become effective as
of the Effective Date.
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2. REPRESENTATION OF SUCCESSOR TRUSTEE. The Successor Trustee
represents that it is a Massachusetts trust company
organized under the laws of The Commonwealth of
Massachusetts, is authorized to exercise corporate trust
powers, and is eligible and qualified under the provisions
of the Term Note Indenture as amended and supplemented to
act as a successor Trustee.
3. ACCEPTANCE OF APPOINTMENT. The Successor Trustee hereby
accepts, as of the Effective Date, its appointment as
successor Trustee and successor Paying Agent under the Term
Note Indenture, and assumes all the rights, powers, trusts,
duties and obligations of the Trustee and Paying Agent under
such Indenture. The Successor Trustee will perform said
trusts upon the terms and conditions set forth in the Term
Note Indenture.
4. REQUEST FOR CONFIRMATION OF ASSIGNMENT. The Issuer hereby
requests the Resigning Trustee to confirm, assign, transfer,
set over and deliver to the Successor Trustee under the Term
Note Indenture, upon the trusts expressed in such Indenture,
all the rights, powers, trusts, duties and obligations which
the Resigning Trustee now holds under and by virtue of the
Term Note Indenture, and to pay over to the Successor
Trustee under the Term Note Indenture any and all property
and moneys held by the Resigning Trustee under and by virtue
of the Term Note Indenture. The Resigning Trustee shall also
transfer and assign all of the Term Notes currently held by
the Resigning Trustee each of which is identified in Exhibit
B, attached hereto.
5. CONFIRMATION OF ASSIGNMENT. The Resigning Trustee hereby
confirms, assigns, transfers and sets over to the Successor
Trustee under the Term Note Indenture, upon the trusts
expressed in the Term Note Indenture, all the rights,
powers, trusts, duties and obligations which the Resigning
Trustee now holds under and by virtue of the Term Note
Indenture, and does hereby pay over to the Successor Trustee
under the Term Note Indenture, any and all property
including but not limited to Medium Term Notes, books and
records, transcript documents, mortgages, notes and
insurance policies or certificates held by the Resigning
Trustee, and all monies and investments held by the
Resigning Trustee under and by virtue of the Term Note
Indenture and described on attached Exhibit A which is
incorporated herein by reference. The Resigning Trustee
agrees to promptly pay over to the Successor Trustee an
amount equal to all investment earnings received by the
Resigning Trustee after the Effective Date.
6. FURTHER ASSURANCES. The Issuer, for the purpose of more
fully and certainly vesting in and confirming to the
Successor Trustee under the Term Note Indenture, said
rights, powers, trusts, duties and obligations, hereby joins
in the execution hereof, and agrees to execute and deliver
such further instruments and to take such further action as
the Successor Trustee may reasonably request so as to more
fully and certainly vest and confirm in the Successor
Trustee all the rights, titles, interests, capacities,
privileges, duties and responsibilities hereby assigned,
transferred, delivered and confirmed to the Successor
Trustee, and the Resigning Trustee agrees upon the
reasonable request of the Successor Trustee to execute,
acknowledge and deliver such further instruments of
conveyance and further assurance, to cooperate with and
render such assistance, including making available personnel
and books and records for inspection by the Successor
Trustee, its officers, agents, attorneys and accountants,
and to do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the
Successor Trustee all rights, powers, trusts, duties, and
obligations which the Resigning Trustee held as Trustee
under and by virtue of the Term Note Indenture.
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7. REPRESENTATION AND WARRANTIES OF RESIGNING TRUSTEE. The
Resigning Trustee hereby represents and warrants to the
Successor Trustee that:
(a) no covenant or condition contained in the Term Note
Indenture has been waived by the Resigning Trustee
or has been waived in a writing delivered to the
Resigning Trustee by the holders of the percentage
in aggregate principal amount of the Bonds required
by the Term Note Indenture to effect any such
waiver;
(b) there is no action, suit or proceeding pending or,
to the best of the knowledge of the Resigning
Trustee, threatened against the Resigning Trustee
before any court or governmental authority arising
out of any action or omission by the Resigning
Trustee under the Term Note Indenture;
(c) to the best of the knowledge of the Resigning
Trustee, there has occurred no Event of Default or
default under the Term Note Indenture, and no event
which, after notice or lapse of time or both, would
become an Event of Default or default under the
Term Note Indenture has occurred and is continuing
as of the Effective Date;
(d) there are no outstanding duties of the Resigning
Trustee under the Term Note Indenture arising prior
to the date of this Agreement which have not been
performed;
(e) as of January 28, 2002, the Resigning Trustee has
duly authenticated and delivered $1,125,000
aggregate principal amount of the Medium Term
Notes, Series A; $1,050,000 aggregate principal
amount of Medium Term Notes, Series B; and
$4,838,638,000 aggregate principal amount of Medium
Term Notes, Series C. Interest thereon has been
paid through January 15, 2002. A list of Holders
of the Medium Term Notes are attached as Exhibit C
and made a part hereof. The Series A and Series B
Notes are physical notes. The Series B Notes are
registered in the name of Cede & Co. and held at
The Depository Trust Company ("DTC").
$4,640,000,000 amount of the Medium Term Notes,
Series C is registered in the name of Cede & Co and
held by DTC and $198,638,000 amount of such Notes
are member Notes and held by the Resigning Trustee;
(f) as of the Effective Date, the Term Note Indenture
is in full force and effect and has not been
amended or supplemented except as described in the
recitals herein;
(g) all items required to be delivered to the Trustee
under the Term Note Indenture have been delivered
by the Resigning Trustee to the Successor Trustee;
(h) as of January 28, 2002, all account balances
(including cash and investments) held under the
Term Note Indenture by the Resigning Trustee are
current and have been funded in accordance with the
terms of the Term Note Indenture and such account
balances are set forth on Exhibit D attached hereto
and made a part hereof; and
(i) all inventory of unused Term Notes, pricing
supplements and the registration books and all
other records concerning the issuance,
registration, transfer, payment and cancellation of
any of the Term Notes has been delivered to the
Successor Trustee, and all information contained
therein is accurate.
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8. REAFFIRMATION BY ISSUER. The Issuer hereby reaffirms its
obligations under the Term Note Indenture to pay the fees
and expenses of the Trustee under the Term Note Indenture
and agrees that such obligations are for the benefit of, and
are enforceable by, the Successor Trustee.
9. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The Issuer
hereby represents and warrants that to the best of its
knowledge, there has occurred no Event of Default and no
event, which, after notice or lapse of time or both, would
become an Event of Default under the terms of the Term Note
Indenture, as of the Effective Date.
10. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New
York.
11. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which, when so executed and
delivered, shall be an original but all such counterparts
shall constitute but one and the same instrument.
12. NOTICES. Any notice or other communication required or
permitted to be given or made hereunder shall be in writing
and shall be deemed sufficiently given or made if;
(a) mailed, by first class United States mail,
postage prepaid, to the party to whom it
is addressed at the relevant address set
forth below; or
(b) telexed, telegraphed, telecopied or sent
by other means of recorded electronic
communication.
If going to the Resigning Trustee addressed to:
The Bank of New York
0 Xxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Trust Administration
And if to the Successor Trustee addressed:
State Street Bank and Trust Company
00 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Trust Division
And if to the Issuer addressed to:
National Rural Utilities Cooperative Finance Corporation
0000 Xxxxxxxxxxx Xxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Chief Financial Officer
Any notice or other communication so given or made shall be deemed to
have been given or made and to have been received on the day of delivery, if
delivered, and on the day of sending, if sent by telex, telegraph, telecopy or
other means of recorded electronic communication (provided such a delivery or
sending is during normal business hours on a business day and, if not, then on
the first business day thereafter). The parties hereto may change their
address for notice by notice to the other parties, given in the manner
aforesaid.
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13. SURVIVAL OF REPRESENTATION AND WARRANTIES. The
representation and warranties in this Agreement and in any
certificate or other document delivered pursuant hereto
shall survive the Effective Date.
14. WAIVERS AND CONSENTS. This Agreement may not be changed,
amended, terminated, supplemented or rescinded, in whole or
in part, except by written agreement duly executed by the
parties hereto, and no waiver of any the provisions or
conditions of this Agreement or any of the rights of the
parties hereto shall be effective or binding unless such
waiver shall be in writing and signed by the party claimed
to have given it or consented thereto. Except to the extent
that a party hereto may have otherwise agreed in writing, no
waiver by that party of any condition of this Agreement or
breach by another party of any of its obligations or
representations hereunder shall be deemed to be a waiver of
any other condition or subsequent or prior breach of the
same or any other obligations or representations by the
other part, nor shall any forbearance by any party to seek a
remedy for any noncompliance or breach by another party be
deemed to be a waiver of any rights and remedies with
respect to such noncompliance or breach.
15. NOTICE TO HOLDERS. Pursuant to Section 610(f) of the Term
Note Indenture, the Issuer shall give or cause to be given,
notice of the resignation of the Resigning Trustee and the
appointment of the Successor Trustee by mailing notice of
such event by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the
Securities Register.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed, all as of the day and year first above written.
THE BANK OF NEW YORK, as
Resigning Trustee
By: /s/ Xxxxxxxx Xxxxxx
Title: Vice President
STATE STREET BANK AND TRUST COMPANY,
as Successor Trustee
By: /s/ Xxxx X. Xxxxxxx
Title: Vice President
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION,
as Issuer
By: /s/ Xxxxxx X. Xxxxx
Title: Sr. Vice President & Chief Financial Officer
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EXHIBIT A
TERM NOTE INDENTURE
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EXHIBIT B
TERM NOTES HELD BY RESIGNING TRUSTEE
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EXHIBIT C
LIST OF HOLDERS OF MEDIUM TERM NOTES
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EXHIBIT D
DESCRIBE ALL ACCOUNTS AND INVESTMENTS
ATTACHED HERETO
$9,239.69
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