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EXECUTION COPY
EXHIBIT 1.1
AMENDMENT dated as of January 22, 2001 to the Agency Agreement
dated June 8, 1999, as amended by the Amendment dated as of October
8, 1999, among National Rural Utilities Cooperative Finance
Corporation (the "Company"), a District of Columbia cooperative
association, Xxxxxx Brothers Inc. (an "Agent"), Banc of America
Securities LLC (an "Agent"), Chase Securities Inc. (an "Agent"),
Xxxxxxx, Xxxxx & Co. (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 $2,143,529,000 aggregate principal amount
of its Medium-Term Notes, Series C (the "Securities");
WHEREAS, the Agreement was amended as of October 8, 1999, to increase
the aggregate principal amount of the Securities permitted be issued and sold
by the Company thereunder to $5,143,529,000 resulting in the aggregate
principal amount of the Securities permitted to be sold on and after the date
of such amendment to $3,169,257,000;
WHEREAS, the Company has issued and sold approximately $2,351,831,000
aggregate principal amount of Securities pursuant to the Agreement and the
Indenture on and after October 8, 1999;
WHEREAS, immediately prior to this Amendment taking effect, the Company's
Registration Statement No. 333-87793 remains effective under the Act, with
$817,426,000 aggregate principal amount of Securities remaining unissued and
unsold under such Registration Statement;
WHEREAS, the parties hereto desire to amend the Agreement;
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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.333-51306, previously filed with the Commission and
effective as of December 15, 2000, relating to the registration of
$2,000,000,000 aggregate principal amount of Securities, and to revise the
definition of "Prospectus" to mean the prospectus supplement dated January 22,
2001, relating to the Securities covered by the Agreement, as amended,
together with the prospectus contained in such Registration Statement.
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 $7,143,529,000 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 $2,817,426,000.
3. The Agreement is hereby amended to delete from the definition of
"Registration Statement", Registration Statement No. 333-78931, and all
amendments thereto and supplements thereof, all of the Securities registered
thereby having been issued and sold by the Company.
4. The Agreement is hereby amended to reflect that The Bank of New
York, as successor trustee, has replaced Xxxxxx Trust and Savings Bank as
Trustee.
5. 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.
All capitalized terms not defined herein have the meanings assigned to
them in the Agreement.
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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
/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Sr. Vice President &
Chief Financial Officer
XXXXXX BROTHERS INC.
by
/s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Managing Director
BANC OF AMERICA SECURITIES LLC
by
/s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Principal
CHASE SECURITIES INC.
by
/s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Managing Director
XXXXXXX, XXXXX & CO.
by
/s/ Xxxxxxx Sachs & Co.
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Name: Xxxxxxx, Xxxxx & Co.
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX INCORPORATED
by
/s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Authorized Signatory
