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EXHIBIT 1
AMENDMENT dated as of March 30, 1998 to the Agency
Agreement dated June 19, 1996, and amended as of
November 14, 1997, among National Rural Utilities
Cooperative Finance Corporation (the "Company"), a
District of Columbia cooperative association, Xxxxxx
Brothers Inc. (an "Agent") and Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated (an "Agent") (such Agency
Agreement the "Agreement").
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement initially contemplated the issuance and
sale by the Company from time to time of up to $623,599,000 aggregate
principal amount of its Medium-Term Notes, Series C (the "Securities");
WHEREAS, the Agreement was amended as of November 14, 1997, to
increase the aggregate principal amount of the Securities permitted be
issued and sold by the Company thereunder to $873,599,000 and the
aggregate principal amount of the Securities permitted to be sold on and
after the date of such amendment to $409,641,000;
WHEREAS, the Company has issued and sold approximately
$305,520,000 aggregate principal amount of Securities pursuant to the
Agreement and the Indenture on and after November 14, 1997;
WHEREAS, immediately prior to this Amendment taking effect,
the Company's Registration Statement No. 333-38839 remains effective under
the Act relating to the Securities, with $104,121,000 aggregate principal
amount of Securities remaining unissued and unsold under such
Registration Statement;
WHEREAS, the parties hereto desire to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
1. The Agreement is hereby amended to include in the
definition of "Registration Statement", as contemplated therein in Section
1(a), Registration Statement No. 333-47681, previously filed with the
Commission and effective as of March 23, 1998, relating to the
registration of $500,000,000 in aggregate principal amount of Securities,
and to revise the definition of "Prospectus" to mean the prospectus
supplement dated March 26, 1998, relating to the Securities covered by the
Agreement as amended by this Amendment, together with the prospectus
contained in such Registration Statement.
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2. The Agreement is hereby amended to increase the aggregate
principal amount of Securities which may be issued and sold from time to time by
the Company thereunder to $1,023,599,000 and the aggregate principal amount of
Securities which may be issued and sold from time to time thereunder on or after
the date hereof to $604,121,000.
3. The Agreement is hereby amended to delete from the definition of
"Registration Statement", Registration Statement No. 333-38839, and all
amendments thereto and supplements thereof, all of the Securities registered
thereby having been issued and sold by the Company.
4. This Amendment shall become effective only on the satisfaction
(or waiver by the Agents) of the conditions in Section 5 of the Agreement with
respect to the Closing Date for this Amendment.
Except as expressly amended hereby, the Agreement shall continue in
full force and effect in accordance with the provisions thereof as in existence
on the date hereof.
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All capitalized terms not defined herein have the meanings assigned
to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have each caused this
Amendment to be fully executed as of the date first above written.
NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION
by
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Name:
Title:
XXXXXX BROTHERS INC.
by
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Name:
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX INCORPORATED
by
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Name:
Title:
