March 23, 2009 National Rural Utilities Cooperative Finance Corporation
EXHIBIT
10.33
March 23,
2009
National
Rural Utilities Cooperative Finance Corporation
0000
Xxxxxxxxxxx Xxx
Xxxxxxx,
Xxxxxxxx 00000
Re: Setoff Rights under Note
Purchase Agreement
Ladies
and Gentlemen:
In
connection with that certain Note Purchase Agreement, dated as of the date
hereof (the “Agreement”), by and
among National Rural Utilities Cooperative Finance Corporation (“National Rural” or
“Borrower”),
Xxxxxx Mac Mortgage Securities Corporation (“Purchaser”), and
Federal Agricultural Mortgage Corporation (“Guarantor”), National
Rural has agreed, in the event of a payment default by National Rural on the
Notes, to grant the Control Party certain rights of setoff against amounts due
and owing to National Rural on any Series C Preferred Stock, par value $1,000
per share (the “Preferred Stock”), of
Guarantor. Capitalized terms used but not otherwise defined herein
shall have the meaning set forth in the Agreement.
Borrower,
Guarantor and Purchaser hereby agree that in the event of, and only in the event
of, a payment Event of Default by Borrower pursuant to Section 7.01(a) of the
Agreement (“Payment
Default”), the Control Party shall have the right, at the Control Party’s
sole option and discretion, to setoff any amounts due to Borrower in respect of
Guarantor’s Preferred Stock, whether in respect of dividends, redemption,
liquidation or otherwise (the “Preferred Payments”),
and to apply the Preferred Payments on a dollar-for-dollar basis against the
amount of Borrower’s Payment Default. Such setoff amount by the
Control Party shall not exceed the amount of Borrower’s Payment Default, and
under no circumstances shall Borrower be liable to Purchaser or the Guarantor in
connection with the transactions described herein for any amount in excess of
the principal amount of the Notes plus interest, as provided in the
Agreement. Borrower’s amount due under the Notes shall be satisfied
and discharged to the extent of, but only to the extent of, the Control Party’s
effective setoff. If no Payment Default by Borrower has occurred,
however, the Guarantor shall have no right to setoff or otherwise withhold the
Preferred Payments from Borrower. The Control Party shall provide
Borrower with notice of, and reasonably detailed back up information with
respect to, any setoff effected by the Control Party under this letter
agreement.
The
rights of the Control Party herein shall be in addition to, and not in
substitution or limitation of, any other rights and remedies available to the
Control Party, whether such rights or remedies arise pursuant to law, the
Agreement or any other agreement between the parties.
[SIGNATURE
PAGE FOLLOWS]
Please
acknowledge your acceptance of the foregoing terms by executing this letter
agreement in the space below, whereupon this agreement shall constitute a valid
agreement binding upon Purchaser and Borrower.
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Very
truly yours,
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XXXXXX
MAC MORTGAGE SECURITIES CORPORATION
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By:
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Name:
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Title:
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By:
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Name:
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ACKNOWLEDGED
AND AGREED:
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NATIONAL
RURAL UTILITIES
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COOPERATIVE
FINANCE CORPORATION
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By:
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Name:
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Title:
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