Exhibit 4.3
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
MASTER TERMS AGREEMENT
Universal Debt Facility
Discount and Medium-Term Notes
AGREEMENT, dated as of July 28, 2005, among the Federal Agricultural
Mortgage Corporation ("Xxxxxx Mac") and Holders of Notes (as hereinafter
defined).
WHEREAS, Xxxxxx Mac is a corporation duly organized and existing under the
laws of the United States (Title VIII of the Farm Credit Act of 1971, as amended
(the "Act")) and has full corporate power and authority to enter into this
Master Terms Agreement and to undertake the obligations undertaken by it herein;
WHEREAS, pursuant to Section 8.6(e) of the Act, Xxxxxx Mac is authorized
upon such terms and conditions as it may prescribe, to issue debt obligations in
amounts and having maturities and such other terms as Xxxxxx Mac may determine;
and
WHEREAS, to provide funds to permit Xxxxxx Mac to engage in activities
consistent with its statutory purposes, Xxxxxx Mac has authorized the issuance,
from time to time, pursuant to this Agreement, of unsecured general obligations
of Xxxxxx Mac (individually, "Discount Notes" and "Medium-Term Notes;"
collectively, "Notes").
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed that the following terms and conditions of
this Agreement (including, as to each issue of Medium-Term Notes, any applicable
Supplemental Agreement as hereinafter defined) shall govern the Notes and the
rights and obligations of Xxxxxx Mac and Holders with respect to the Notes.
ARTICLE I
Definitions
Whenever used in this Agreement, the following words and phrases shall have
the following meanings, unless the context otherwise requires:
Act: Title VIII of the Farm Credit Act of 1971, as amended, 12 U.S.C.
ss.2279 et seq.
Agreement: This Master Terms Agreement, as it may be amended or
supplemented from time to time, and successors thereto.
Beneficial Owner: The entity or individual that beneficially owns a
Discount Note or a Medium-Term Note.
Book-Entry Regulations: Regulations (12 C.F.R. Part 615.5570) promulgated
by the Farm Credit Administration relating primarily to the registration,
transfer and pledge of Xxxxxx Mac's book-entry securities.
Business Day: Unless otherwise specified in a Supplemental Agreement,
Business Day means any day other than:
(a) a Saturday, (b) a Sunday, (c) a day on which the Federal Reserve
Bank of New York is closed, (d) as to any Holder of a book-entry Note,
a day on which the Federal Reserve Bank that maintains the Holder's
account is closed; (e) a day on which banking institutions are closed
in (1) the City of New York or (2) if the Specified Payment Currency
is other than U.S. dollars or euros, the Principal Financial Center of
the country of such Specified Payment Currency, (f) if the Specified
Payment Currency is euros, a day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer System is not operating,
the system is not open for settlements, or a day on which payments in
euros cannot be settled in the international interbank market as
determined by the Global Agent, or (g) for any required payment, a day
on which banking institutions are closed in the place of payment.
Code: The Internal Revenue Code of 1986, as amended.
CUSIP Number: A unique nine-character designation assigned to Discount
Notes and Medium-Term Notes by the CUSIP Service Bureau of Standard & Poor's
Corporation and used to identify each issue of Discount Notes and Medium-Term
Notes on the records of the Federal Reserve Bank.
Discount Notes: Unsecured general obligations of Xxxxxx Mac having a stated
maturity of 365 days or less from the date of their original issuance. Discount
Notes will be sold on a discounted basis and will be paid only at maturity.
Extension Period: If the Supplemental Agreement for an issue of Medium-Term
Notes specifies a Final Maturity Date, the period of time between the Maturity
Date and such Final Maturity Date.
Fed Book-Entry System: The book-entry system of the Federal Reserve Banks
which provides book-entry holding and settlement for U.S. dollar denominated
securities issued by the U.S. Government, certain of its agencies,
instrumentalities, government-sponsored enterprises and international
organizations of which the United States is a member.
Final Maturity Date: If so specified in a Supplemental Agreement for an
issue of Medium-Term Notes, the date one or more whole years beyond the original
Maturity Date to which such Maturity Date may be extended.
Fiscal Agency Agreement: The agreement between Xxxxxx Mac and the Federal
Reserve Bank of New York, acting on behalf of the Federal Reserve Banks dated as
of June 1, 1996, as the same may be amended from time to time.
Fiscal Agent: The Federal Reserve Banks.
Fixed Rate Medium-Term Notes: Medium-Term Notes that bear interest at a
fixed rate per annum.
Floating Rate Medium-Term Notes: Medium-Term Notes that bear interest at a
variable rate determined by reference to one or more interest rate or exchange
rate indices, or otherwise, as so specified in the Supplemental Agreement
applicable to an issue of Medium-Term Notes.
Holder: Unless otherwise provided in a Pricing Supplement, the entity whose
name appears on the books and records of a Federal Reserve Bank as the entity
for whose account a Discount Note or Medium-Term Note has been deposited.
Holding Institutions: Entities eligible to maintain book-entry accounts
with a Federal Reserve Bank.
Identification Number: The Notes will be assigned, as applicable, CUSIP
Numbers, Euroclear and Clearstream Common Code Numbers and International
Security Identification Numbers ("ISIN").
Index Currency: The currency (including composite currencies) specified in
the applicable Supplemental Agreement as the currency for which LIBOR is
calculated. If no such currency is specified in the applicable Supplemental
Agreement, the Index Currency shall be United States dollars.
Interest Payment Date: The date or dates on which interest on Medium-Term
Notes will be payable in arrears.
Interest Payment Period: The period specified in Section 2.06(a).
Interest Rate Basis: The basis or formula by reference to which the rate of
interest on a Floating Rate Medium-Term Note is determined.
Issue Date: The date on which Xxxxxx Mac issues Notes to Holders.
LIBOR Notes: A Floating Rate Medium-Term Note the interest payable on which
is determined by reference to offered rates in the London interbank market, as
specified in the applicable Supplemental Agreement.
Maturity Date: The date, one day or longer from the Issue Date, on which a
Discount Note or Medium-Term Note will mature unless, in the case of Medium-Term
Notes, redeemed prior thereto pursuant to Section 2.04(a) hereof or the Maturity
Date thereof is extended pursuant to Section 2.04(b) hereof; provided, however,
that each issue of Discount Notes will have a Maturity Date that is 365 days or
less from its Issue Date and each issue of Medium-Term Notes will have a
Maturity Date that is at least nine months and not more than 30 years from its
Issue Date as specified in the applicable Supplemental Agreement.
Medium Term Notes: Unsecured general obligations of Xxxxxx Mac having a
term to maturity of at least nine months and not more than thirty years from the
date of their original issuance.
Offering Circular: The Xxxxxx Mac Universal Debt Facility with respect to
Medium-Term Notes and Discount Notes Offering Circular dated July 28, 2005, as
amended, supplemented and otherwise updated from time to time.
Optional Redemption Date: If so specified in a Supplemental Agreement for
an issue of Medium-Term Notes, the date prior to the Maturity Date on which such
Medium-Term Notes may be redeemed.
Optional Redemption Period: If so specified in a Supplemental Agreement for
an issue of Medium-Term Notes, the specified time period prior to the Maturity
Date during which such Medium-Term Notes may be redeemed.
Pricing Supplement: A supplement to the Offering Circular that describes
the terms of, and provides pricing and other information for, an issue of
Medium-Term Notes or that otherwise amends, modifies or supplements the terms of
the Offering Circular.
Principal Financial Center: the capital city of the country issuing the
Specified Payment Currency or the Index Currency, as the case may be, except
that for U.S. dollars, Australian dollars, British pounds sterling, Canadian
dollars, Euros, Hong Kong dollars and Swiss francs, Xxx Xxxx Xxxx, Xxxxxx,
Xxxxxx, Xxxxxxx, Xxxxxxxx, Xxxx Xxxx and Zurich, respectively.
Principal Payment Date: The Maturity Date (as the same may be extended
pursuant to Section 2.04 hereof) or any earlier date of redemption (whether such
redemption is in whole or in part) with respect to the principal payable on such
date.
Specified Payment Currency: In the event a Medium-Term Note is not
denominated in U.S. dollars, the currency or currency unit, including composite
currencies such as the Euro, in which the principal, premium, if any, and
interest with respect to such Note are to be paid.
Spread: The number of basis points to be added to or subtracted from the
related Interest Rate Basis or Bases to determine the applicable interest rate
on the related Floating Rate Medium- Term Note.
Spread Multiplier: The constant or variable number by which the Interest
Rate Basis or Bases on the related Floating Rate Note will be multiplied to
determine the applicable interest rate on such Floating Rate Note.
Subordinated Notes: Unsecured subordinated obligations of Xxxxxx Mac.
Supplemental Agreement: An agreement which, as to the related issue of
Medium-Term Notes, supplements the other provisions of this Agreement and
identifies and establishes the terms of such Medium-Term Notes. A Supplemental
Agreement may be documented by a supplement to this Agreement, an Offering
Circular, a Pricing Supplement, a confirmation or a term sheet. A Supplemental
Agreement may, as to any particular issue of Medium-Term Notes, modify, amend,
or supplement the provisions of this Agreement in any respect whatsoever.
The Depository Trust Company: As the term is defined in Section 3.01(b)(2).
Treasury Department: United States Department of Treasury.
The Master Agreement incorporates by reference definitions of terms that
are in the Offering Circular where such terms are used in this agreement.
ARTICLE II Authorization; Certain Terms
Section 2.01. Authorization.
Notes shall be issued by Xxxxxx Mac in accordance with the authority vested
in Xxxxxx Mac by Section 8.6(e) of the Act. Discount Notes shall be offered from
time to time by Xxxxxx Mac and shall have maturities of one year or less.
Medium-Term Notes shall be offered from time to time by Xxxxxx Mac and shall be
known by the designation given them, and have the Maturity Dates stated, in the
applicable Supplemental Agreement. The indebtedness represented by Discount
Notes and Medium-Term Notes shall be unsecured general obligations of Xxxxxx
Mac.
The Notes will be obligations of Xxxxxx Mac only. The Notes, including any
interest or return of discount on the Notes, will not be obligations of, or
guaranteed as to principal and interest by, the Farm Credit Administration, the
United States or any other agency or instrumentality of the United States other
than Xxxxxx Mac. Although Xxxxxx Mac may borrow up to $1.5 billion from the
Treasury to fulfill its guarantee obligations, Xxxxxx Mac may not borrow from
the Treasury to pay its debt obligations, such as the Notes. Although Xxxxxx Mac
is an institution of the Farm Credit System, it is not liable for any debt or
obligation of any other institution of the Farm Credit System. Neither the Farm
Credit System nor any other individual institution of the Farm Credit System is
liable for any debt or obligation of Xxxxxx Mac.
Section 2.02. Minimum Denominations.
Discount Notes and Medium-Term Notes shall be issued and must be maintained
and transferred in minimum principal amounts of $1,000 and $1,000 increments
thereof or the equivalent in any Specified Payment Currency, unless otherwise
specified in a Supplemental Agreement.
Section 2.03. Maturity.
(a) The principal amount of a Discount Note shall become due and payable on
its Maturity Date.
(b) Each Medium-Term Note shall mature on its Maturity Date, as provided in
the applicable Supplemental Agreement, unless such Note is redeemed prior
thereto or such Maturity Date is extended in accordance with the provisions set
forth herein or in any applicable Supplemental Agreement.
Section 2.04. Priority.
Unless the applicable Supplemental Agreement provides otherwise, the Notes
will:
o be unsecured senior general obligations of Xxxxxx Mac;
o have the same priority as other unsecured senior debt of Xxxxxx Mac;
and
o rank senior to any Subordinated Notes.
If the applicable Supplemental Agreement designates an issue of Notes as
Subordinated Notes, those Notes will be unsecured subordinated obligations of
Xxxxxx Mac that rank junior in right of payment to all of our existing and
future senior unsecured obligations, on the terms set forth in the applicable
Supplemental Agreement.
Section 2.05. Optional Redemption of Medium-Term Notes; Extension of
Maturity Date.
(a) Optional Redemption and Optional Repayment
If so provided in the Supplemental Agreement for any particular issue of
Medium-Term Notes, such Medium-Term Notes may be redeemable, in whole or in
part, at the option of Xxxxxx Mac or, in certain limited circumstances,
repayable at the option of the Holders, or at the option of both Xxxxxx Mac and
the Holders, on an Optional Redemption Date or during an Optional Redemption
Period and at a redemption or repayment amount (or the method for determining
such amount) as set forth in the applicable Supplemental Agreement relating to
such issue of Medium-Term Notes. If the applicable Supplemental Agreement so
provides (subject to the provisions set forth in this Agreement), Xxxxxx Mac may
exercise its right to redeem the Medium-Term Notes in whole or in part prior to
the Maturity Date. If no Optional Redemption Date or Optional Redemption Period
for any Medium-Term Note is indicated in the applicable Supplemental Agreement,
such Medium-Term Note shall not be redeemable prior to the Maturity Date.
In order to elect the redemption of a Medium-Term Note redeemable at the
option of Xxxxxx Mac, Xxxxxx Mac shall give notice of its intention to redeem
such Note to the Holder not less than 5 Business Days nor more than 60 calendar
days prior to the Optional Redemption Date or any date during the Optional
Redemption Period as of which Xxxxxx Mac intends to redeem such Note, unless the
applicable Supplemental Agreement specifies a different notice period. Notice
shall be given in the manner provided in Section 6.05.
In order to elect the redemption of a Medium-Term Note that is repayable at
the option of the Holder, the Holder shall, not less than 5 Business Days nor
more than 60 calendar days prior to the Optional Redemption Date or any date
during an Optional Redemption Period as of which the Holder desires to have
Xxxxxx Mac redeem such Note, provide notice to Xxxxxx Mac in the manner provided
in Section 6.05 of its intention to have such Note redeemed.
(b) Extension of Maturity
If so specified in the applicable Supplemental Agreement for an issue of
Medium-Term Notes, Xxxxxx Mac may have the option to extend the Maturity Date of
such Medium-Term Notes for one or more whole year periods up to but not beyond
the Final Maturity Date set forth in the Supplemental Agreement. In the case of
such an extension, the Supplemental Agreement also shall specify the basis or
formula, if any, for determining the interest rate or Spread and/or Spread
Multiplier applicable to such Extension Period. The Supplemental Agreement also
shall specify any special U.S. federal income tax consideration that would be
applicable to such extension.
Xxxxxx Mac may exercise such option with respect to a Medium-Term Note by
notifying the Holder in the manner provided in Section 6.05 of such exercise at
least 45 but not more than 60 calendar days prior to the Maturity Date of the
Medium-Term Note in effect prior to the exercise of such option, unless the
Supplemental Agreement specifies a different notice period. Such notice shall
set forth: the election of Xxxxxx Mac to extend the Maturity Date of such
Medium-Term Note; the new Maturity Date; in the case of a Fixed Rate Medium-Term
Note, the interest rate applicable to the Extension Period or, in the case of a
Floating Rate Medium-Term Note, the Spread and/or Spread Multiplier applicable
to the Extension Period; and the provisions, if any, for redemption during the
Extension Period, including the Optional Redemption Date or Dates or Optional
Redemption Period or Periods and the prices or prices at which such redemption
may occur during the Extension Period. Upon the mailing of such notice to the
Holder, the Maturity Date of such Medium-Term Note shall be extended
automatically as set forth in the notice of extension and, except as modified by
the notice and as described in the next paragraph, such Medium-Term Note shall
have the same terms as prior to the mailing of such notice.
Notwithstanding the foregoing, not later than 20 days prior to the original
Maturity Date for a Medium-Term Note, Xxxxxx Mac may, at its option, revoke the
interest rate, in the case of a Fixed Rate Medium-Term Note, or the Spread or
Spread Multiplier, in the case of a Floating Rate Medium-Term Note, provided for
in the extension notice and establish a higher interest rate, in the case of a
Fixed Rate Medium-Term Note or a higher Spread or greater Spread Multiplier, in
the case of a Floating Rate Medium-Term Note, for the Extension Period by
mailing to the Holder notice of such new interest rate or Spread or Spread
Multiplier, as the case may be. Such notice shall be irrevocable. All
Medium-Term Notes with respect to which the Maturity Date is extended shall bear
such higher interest rate, in the case of a Fixed Rate Medium-Term Note or
higher Spread or greater Spread Multiplier, in the case of a Floating Rate
Medium-Term Note, for the Extension Period.
If Xxxxxx Mac elects to extend the Maturity Date of a Medium-Term Note, the
Holder of such Note may, if provided for in the applicable Supplemental
Agreement, have the option to elect redemption of such Note by Xxxxxx Mac on the
original Maturity Date at a price equal to the principal amount thereof plus any
accrued interest to such date. In order for a Medium-Term Note to be so redeemed
on the original Maturity Date, the Holder must follow the procedures set forth
in subsection (a) of this Section 2.05, except that the period for delivery of
such Medium-Term Note or notification to Xxxxxx Mac shall be at least 25 but not
more than 35 calendar days prior to the original Maturity Date and except that a
Holder who has tendered a Medium-Term Note for redemption pursuant to an
extension notice may, by written notice to Xxxxxx Mac in the manner specified in
Section 6.05, revoke any such tender for redemption until the close of business
on the fifth day prior to the original Maturity Date.
Section 2.06. Payment Terms.
(a) Interest Payable on Medium-Term Notes. Medium-Term Notes shall bear
interest at one or more fixed rates, floating rates or shall not bear interest
as specified in the applicable Supplemental Agreement which shall specify the
interest rate or exchange rate index or indices pursuant to which interest
thereon is determined and the methodology for calculating interest payable
thereon and the frequency of making such calculations. Interest on Medium-Term
Notes shall be payable in arrears on the Interest Payment Dates specified in the
applicable Supplemental Agreement and on the Principal Payment Date. If interest
is payable on an issue of Medium-Term Notes, interest will accrue on such issue
of Notes during each Interest Payment Period at the applicable interest rate
specified in the applicable Supplemental Agreement. The "Interest Payment
Period" for any Interest Payment Date is the period from and including the
previous Interest Payment Date (or, for the first Interest Payment Date, from
and including the Issue Date) to but excluding the next Interest Payment Date.
Interest, if any, for an issue of Medium-Term Notes will be based on the 30/360
accrual method described below unless the applicable Supplemental Agreement
specifies one or more of the following accrual methods, or day count
conventions:
(i) "30/360" means that interest will be based on a 360-day year consisting
of twelve 30-day months.
(ii) "Actual/360" means that interest will be based on the actual number of
days elapsed in a year of 360 days.
(iii) "Actual/365 (fixed)" means that interest will be based on the actual
number of days elapsed in a year of 365 days, regardless of whether accrual or
payment occurs during a calendar leap year.
(iv) "Actual/Actual (accrual)" means that interest will be based on the
actual number of days elapsed in the Interest Payment Period divided by 365 or,
if the day for which interest is being calculated falls in a calendar leap year,
divided by 366.
(v) "Actual/Actual (payment)" means that interest will be based on the
actual number of days elapsed in the Interest Payment Period divided by 365 or,
if the applicable Interest Payment Date falls in a calendar leap year, divided
by 366.
(b) Principal Amount of Notes. Medium-Term Notes may pay a (i) Fixed
Principal Amount equal to par (100% of the outstanding principal amount), or a
specified amount above or below par, on the applicable Principal Payment Date;
or (ii) a Variable Principal Amount determined by reference to one or more
specified interest rates, exchange rates or other indices or formulas. The
specific Principal Amount of Notes will be described in the applicable
Supplemental Agreement, including with respect to an issue of Variable Principal
Amount Notes the specified interest rates, exchange rates or other indices or
formulas to be used to calculate the Principal Amount on the applicable Maturity
Date, Optional Redemption Date or date of repayment.
In the event that any withholding or other tax on a payment on any Note
should be imposed by any jurisdiction, Xxxxxx Mac shall deduct the amount
required to be withheld from such payment and shall not pay additional interest
or other amounts, or redeem any Notes prior to maturity, in consequence thereof.
Section 2.07. Business Day Convention.
(a) Xxxxxx Mac will only offer a Discount Note having a Maturity Date on a
Business Day. If, however, due to events that occur after an issue of Discount
Notes the Maturity Date of an issue of Discount Notes no longer falls on a day
that is a Business Day, its Maturity Date will become the first Business Day
following that day. Xxxxxx Mac will pay interest for the period from the
original Maturity Date to (but excluding) the revised Maturity Date based on the
percentage of discount at which we issued the Discount Notes.
(b) With respect to Medium-Term Notes, unless otherwise specified in the
applicable Supplemental Agreement, in any case in which an Interest Payment Date
or Principal Payment Date is not a Business Day, payment of any interest or
premium on or the principal of the Medium-Term Notes shall not be made on such
date but shall be made on the next Business Day as if it were made on the date
such payment was due. Unless otherwise provided in the applicable Supplemental
Agreement, no interest shall accrue on the amount so payable for the period from
and after such Interest Payment Date or Principal Payment Date, as the case may
be, to the date of such payment on the next succeeding Business Day.
Section 2.08. Repurchase.
Xxxxxx Mac reserves the right, in its discretion and at any time, to
purchase Discount Notes or Medium-Term Notes at any price or prices in the open
market or otherwise. Such Notes may be held, resold or canceled by Xxxxxx Mac.
Section 2.09. Reopenings
Any issue of Medium-Term Notes may be reopened at any time and without the
consent of the Holders of an existing issue of Medium-Term Notes by offering
additional Medium-Term Notes with the same terms as those of existing
Medium-Term Notes (other than Issue Date, initial Interest Payment Period and
offering price, which may vary). The additional and existing Medium-Term Notes
will be consolidated and will form a single issue.
Section 2.10. Corrections
If a principal or interest payment error occurs on the Notes, Xxxxxx Mac
may correct such error by adjusting payments on later Interest Payment Dates or
Principal Payment Dates or in any other manner Xxxxxx Mac in its sole discretion
considers appropriate; provided, however, that all index values used to
determine principal or interest payments are subject to correction within thirty
(30) days from the applicable date of payment. The source of a corrected value
must be the same source as that which the calculation agent obtained at the
original value. Any amount payable by Xxxxxx Mac due to a correction pursuant to
this section will be made to the Holder at the time such payment is made and
Xxxxxx Mac has no obligation to make such payment to any person who was a Holder
at the time of the principal or interest payment error occurred.
ARTICLE III Form, Clearance and Settlement Procedures
Section 3.01. Form
(a) General
Unless otherwise specified in the applicable Supplemental Agreement, Notes
shall be issued and maintained only on the Fed Book-Entry System and shall not
be exchangeable for definitive Notes. If we issue certificated Notes in exchange
for book-entry Notes as described below, the certificated Notes will have the
same terms as the book-entry Notes for which they were exchanged, except as
described below.
(b) Issuance of Certificated Notes
A Holder can exchange beneficial interests in book-entry Notes for
certificated Notes only under the following circumstances:
(1) the exchange is permitted by applicable law; and
(2) (a) in the case of a book-entry Note held through The Depository Trust
Company ("DTC"), DTC notifies us that it is no longer willing or able
to act as a depositary or ceases to be a "clearing agency" registered
under the Securities Exchange Act of 1934, and Xxxxxx Mac cannot find
a successor within 90 days after receiving such notice, (b) in the
case of a book-entry Note held through another depository, if all of
the clearing systems for such book-entry Note are closed for business
for 14 consecutive days, or are permanently closed and Xxxxxx Mac
cannot find a successor within 90 days, (c) a Holder has initiated a
judicial proceeding to enforce the Holder's rights under the
book-entry Note in court, and counsel has advised the Holder that it
is necessary to have a certificated Note or (d) Xxxxxx Mac, either at
a Holder's request and expense or otherwise, in its own discretion,
decide to issue certificated Notes.
In any of the above circumstances, Xxxxxx Mac will execute and deliver
certificated Notes to the Holders as soon as practicable.
(c) Title
Unless otherwise specified in the applicable Supplemental Agreement, Notes
shall be held of record only by Holding Institutions. Such entities whose names
appear on the book-entry records of a Federal Reserve Bank as the entities to
whose accounts Notes have been deposited shall be the Holders of such Notes. The
rights of the Beneficial Owner of a Note with respect to Xxxxxx Mac and a
Federal Reserve Bank may be exercised only through the Holder of the Note.
Xxxxxx Mac and the Federal Reserve Banks shall have no direct obligation to a
Beneficial Owner of a Note that is not also the Holder of the Note. A Federal
Reserve Bank shall act only upon the instructions of the Holder in recording
transfers of a Note maintained on the Fed Book-Entry System. Xxxxxx Mac and the
Federal Reserve Banks may treat the Holders as the absolute owners of Notes for
the purpose of making payments in respect thereof and for all other purposes,
whether or not such Notes shall be overdue and notwithstanding any notice to the
contrary.
The Holders and each other financial intermediary holding Notes directly or
indirectly on behalf of the Beneficial Owners shall have the responsibility of
remitting payments for the accounts of their customers. All payments on Notes
shall be subject to any applicable law or regulation.
(d) Fiscal Agent
The Federal Reserve Banks shall be the fiscal agents for Notes, except in
those limited circumstances in which a Note is issued in certificated form, in
which case Xxxxxx Mac shall appoint a fiscal agent who will be identified in the
applicable Supplemental Agreement.
In acting under the Fiscal Agency Agreement, the Federal Reserve Banks
shall act solely as fiscal agents of Xxxxxx Mac and do not assume any obligation
or relationship of agency or trust for or with any Holder of a Note.
Section 3.02. Clearance and Settlement Procedures.
(a) General
Unless otherwise specified in the applicable Supplemental Agreement, Notes
shall clear and settle through the Fed Book-Entry System.
(b) Primary Distribution
Unless otherwise specified in the applicable Supplemental Agreement,
Medium-Term Notes shall be issued and settled through the Fed-Book Entry System
in same-day funds and shall be held by designated Holding Institutions. After
initial issue, all Medium-Term Notes shall continue to be held by such Holding
Institutions in the Fed-Book Entry System unless arrangements are made for the
transfer thereof to another Holding Institution.
(c) Secondary Market Transfers
Unless otherwise specified in the applicable Supplemental Agreement,
transfers of Notes shall take place only in book-entry form on the Fed
Book-Entry System. Such transfers shall occur between Holding Institutions in
accordance with the rules of the Fed Book-Entry System.
ARTICLE IV Payments
(a) Payment of principal of a Discount Note shall be made in U.S. dollars
on the applicable Maturity Date to the Holder thereof as of the end of the
Business Day immediately preceding such Maturity Date.
(b) Medium-Term Notes may be issued with principal and interest payable in
U.S. dollars or with principal or interest, or both, payable in a currency other
than U.S. dollars or a composite currency or determined by reference to the
exchange rate of the U.S. dollar for one or more foreign or composite currencies
or Medium-Term Notes with the principal amount payable at maturity and/or
interest thereon to be determined by reference to specified indices. Unless
otherwise specified in the applicable Supplemental Agreement, payments of
principal of and any premium and interest on Medium-Term Notes shall be made in
U.S. dollars on the applicable payment dates to Holders thereof as of the end of
the Business Day immediately preceding such payment dates.
(c) Any payment on a Note shall be made by credit of the payment amount to
the Holder's accounts at the Federal Reserve Banks. All payments to or upon the
order of a Holder shall be valid and effective to discharge the liability of
Xxxxxx Mac in respect of the related Note.
ARTICLE V Events of Default and Remedies Respecting Medium-Term Notes
Section 5.01. Events of Default.
An Event of Default with respect to a particular issue of Medium-Term Notes
shall consist of (i) any failure by Xxxxxx Mac to pay to Holders of such
Medium-Term Notes any required payment that continues unremedied for 30 days;
(ii) any failure by Xxxxxx Mac to perform in any material respect any other
covenant or agreement in this Agreement or the Supplemental Agreement, as the
case may be, which failure continues unremedied for 60 days after the giving of
notice of such failure to Xxxxxx Mac by the Holders of not less than 25% of the
outstanding principal amount (or notional principal amount) of such Medium-Term
Notes; (iii) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of Xxxxxx Mac in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appoint a receiver, liquidator, assignee, custodian, or sequestrator
(or other similar official) of Xxxxxx Mac or for all or substantially all of its
property, or order the winding up or liquidation of its affairs, and such decree
or order shall remain unstayed and in effect for a period of 60 consecutive
days; or (iv) Xxxxxx Mac shall commence a voluntary case under any applicable
insolvency or other similar law now or hereafter in effect, or shall consent to
the entry of an order for relief in an involuntary case under any such law, or
shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, or sequestrator (or other similar
official) of Xxxxxx Mac or any substantial part of its property, or shall make
any general assignment for the benefit of creditors, or shall fail generally to
pay its debts as they become due.
This Section 5.01 shall apply solely to Medium-Term Notes and not to
Discount Notes.
Section 5.02. Rights Upon Event of Default.
(a) As long as an Event of Default under this Agreement remains unremedied,
Holders of not less than 50% of the outstanding principal amount (or notional
principal amount) of an issue of Medium-Term Notes to which such Event of
Default relates may, by written notice to Xxxxxx Mac, declare such Medium-Term
Notes due and payable and accelerate the maturity of such Medium-Term Notes.
Upon such acceleration, the principal amount of such Medium-Term Notes, premium
if any, and the interest accrued and unpaid interest thereon shall be due and
payable.
(b) No Holder has any right under this Agreement to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise, or for the
appointment of a receiver or trustee, or for any other remedy, unless (i) such
Holder previously has given to Xxxxxx Mac written notice of the occurrence of an
Event of Default and the continuance thereof; (ii) the Holders of not less than
50% of the outstanding principal amount (or notional principal amount) of an
issue of Medium Term Notes to which such Event of Default relates have given
written notice to Xxxxxx Mac of such Event of Default; and (iii) such Event of
Default continues unremedied for a period of 60 days following the date written
notice of such Event of Default by the Holders of not less than 50% of the
outstanding principal amount (or notional principal amount) of the issue of
Medium-Term Notes to which such Event of Default relates has been given to
Xxxxxx Mac. No Holder of Medium-Term Notes has any right in any manner
whatsoever by virtue of or by availing itself of any provision of this Agreement
to affect, disturb or prejudice the rights of any other such Holder, or to
obtain or seek to obtain preference or priority over any other such Holder or to
enforce any right under this Agreement, except in the manner provided in this
Agreement and for the ratable and common benefit of all such Holders.
(c) Prior to or after the institution of any action or proceeding relating
to an issue of Medium-Term Notes, the Holders of not less than 50% of the
outstanding principal amount (or notional principal amount) of such Medium-Term
Notes may waive an Event of Default, whether or not it has resulted in a
declaration of an acceleration of the maturity of such Medium-Term Notes, and
may rescind and annul any previously declared acceleration.
(d) Whenever in this Agreement it is provided that the Holders of a
specified percentage in outstanding principal amount (or notion principal
amount) of an issue of Medium- Term Notes may take any action (including the
making of any demand or request, or the giving of any authorization, notice,
consent or waiver), the fact that at the time of taking any such action the
Holders of such specified percentage have joined therein may be evidenced by a
writing, or any number of writings of similar tenor, executed by Holders in
person, or by an agent or proxy appointed in writing.
ARTICLE VI Miscellaneous Provisions
Section 6.01. Binding Effect of this Agreement.
(a) By receiving and accepting a Note, each Holder, financial intermediary
and Beneficial Owner of such Note unconditionally agrees, without any signature
or further manifestation of assent, to be bound by the terms and conditions of
this Agreement, as supplemented, modified, or amended pursuant to its terms.
(b) This Agreement shall be binding upon and inure to the benefit of any
successor to Xxxxxx Mac.
Section 6.02. Conditions to Payment, Transfer or Exchange.
Xxxxxx Mac shall have the right to require a Holder of a Note, as a
condition to payment of principal of such Note, in the case of a Discount Note,
or principal of and any premium and interest on such Note, in the case of a
Medium-Term Note, or as a condition to transfer or exchange of a Note, to
present at such place as Xxxxxx Mac shall designate a certificate in such form
as Xxxxxx Mac may from time to time prescribe, to enable Xxxxxx Mac to determine
its duties and liabilities with respect to (i) any taxes, assessments or
governmental charges which Xxxxxx Mac, any Federal Reserve Bank or foreign
jurisdiction may be required to deduct or withhold from payments in respect of
such Note under any present or future law of the United States or jurisdiction
therein or any regulation or interpretation of any taxing authority thereof and
(ii) any reporting or other requirements under such laws, regulations or
interpretations. Xxxxxx Mac shall be entitled to determine its duties and
liabilities with respect to such deduction, withholding, reporting or other
requirements on the basis of information contained in such certificate or, if no
certificate shall be presented, on the basis of any presumption created by any
such law, regulation or interpretation, and shall be entitled to act in
accordance with such determination.
Section 6.03. Amendment.
(a) Xxxxxx Mac may modify, amend and supplement this Agreement or any
Supplemental Agreement and the terms of an issue of Discount Notes or
Medium-Term Notes, without the consent of the Holder or Holders, (i) for the
purpose of curing any ambiguity, or curing, correcting or supplementing any
defective provision or to make any other provision with respect to matters or
questions arising under this Agreement or any Supplemental Agreement or the
terms of any Note that are not inconsistent with any other provision of this
Agreement or such Supplemental Agreement or Note, (ii) to add to the covenants
of Xxxxxx Mac for the benefit of the Holders or surrender any right or power
conferred upon Xxxxxx Mac, (iii) to evidence the succession of another entity to
Xxxxxx Mac and its assumption of the covenants of Xxxxxx Mac, (iv) for the
purpose of conforming the terms of an issue of Notes to, or curing any ambiguity
or discrepancy resulting from any changes in, the Book-Entry Regulations or any
regulation or document that the Book-Entry Regulations make applicable to
book-entry securities of Xxxxxx Mac, (v) for the purpose of increasing the
amount of an issue of Discount Notes or Medium-Term Notes or (vi) in any manner
that Xxxxxx Mac may determine and that will not adversely affect in any material
respect the interests of Holders at the time of such modification, amendment or
supplement.
(b) In addition, either (i) with the written consent of the Holders of at
least a majority of the aggregate then outstanding principal amount of an issue
of Discount Notes or Medium- Term Notes affected thereby, excluding any such
Discount Notes or Medium-Term Notes owned by Xxxxxx Mac, or (ii) by the adoption
of a resolution at a meeting of Holders at which a quorum is present, by the
Holders of at least a majority of the aggregate then outstanding principal
amount of an issue of Discount Notes or Medium-Term Notes represented at such
meeting, excluding any such Discount Notes or Medium-Term Notes owned by Xxxxxx
Mac, Xxxxxx Mac may from time to time and at any time modify, amend or
supplement the terms of an issue of Discount Notes or Medium-Term Notes for the
purpose of adding any provisions to or changing in any manner or eliminating any
provisions of such Discount Notes or Medium-Term Notes or modifying in any
manner the rights of the Holders; provided, however, that no such modification,
amendment or supplement may, without the written consent or affirmative vote of
each Holder of a Discount Note or Medium-Term Note, as the case may be, (i)
subject to Section 2.04(b), change the Maturity Date of such Discount Note or
the Maturity Date or any Interest Payment Date of such Medium-Term Note, (ii)
materially modify the redemption or repayment provisions, if any, relating to
the redemption or repayment price of, or any redemption or repayment date or
period for, such Medium-Term Note, (iii) in the case of a Discount Note, reduce
the principal amount of such Discount Note or materially modify the percentage
of discount at which such Discount Note was issued, (iv) in the case of a
Medium- Term Note, reduce the principal amount of, or materially modify the rate
of interest or the calculation of the rate of interest on, such Medium-Term
Note, or (iv) reduce the percentage of Holders whose consent or affirmative vote
is necessary to modify, amend or supplement the terms of an issue of Discount
Notes or Medium-Term Notes. A quorum at any meeting of Holders called to adopt a
resolution shall be Holders entitled to vote a majority of the then aggregate
outstanding principal (or notional principal) amount of an issue of such
Discount Notes or Medium-Term Notes called to such meeting and, at any
reconvened meeting adjourned for lack of a quorum, 25% of the then aggregate
outstanding principal (or notional principal) amount of such issue of Discount
Notes or Medium-Term Notes, in both cases excluding any such Discount Notes or
Medium-Term Notes owned by Xxxxxx Mac. It shall not be necessary for the Holders
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent or resolution approves the substance of such change.
(c) Xxxxxx Mac may establish a record date for the determination of Holders
entitled to vote at any meeting of Holders of Discount Notes or Medium-Term
Notes, to grant any consent in respect of Discount Notes or Medium-Term Notes
and to receive notice with respect to any such meeting or consent.
(d) Any instrument given by or on behalf of any Holder of a Note in
connection with any consent to any such modification, amendment or supplement
shall be irrevocable once given and shall be conclusive and binding on all
subsequent Holders of such Note or any Note issued, directly or indirectly, in
exchange or substitution therefor, irrespective of whether or not notation in
regard thereto is made thereon. Any modification, amendment or supplement of
this Agreement or of the terms of Notes shall be conclusive and binding on all
Holders of Notes affected thereby, whether or not they have given such consent
or were present at any meeting (unless by the terms of this Agreement a written
consent or an affirmative vote of such Holders is required).
Section 6.04. Securities Owned by Xxxxxx Mac.
Xxxxxx Mac may, from time to time, repurchase or otherwise acquire all or a
portion of any issue of Discount Notes or Medium-Term Notes. Any Discount Notes
or Medium-Term Notes owned by Xxxxxx Mac shall have an equal and proportionate
benefit under the provisions of this Agreement, without preference, priority or
distinction as among such Notes, except that in determining whether the Holders
of the required percentage of the outstanding principal amount (or notional
principal amount) of an issue of Discount Notes or Medium-Term Notes have given
any required demand, authorization, notice, consent or waiver under this
Agreement, any Discount Notes or Medium-Term Notes owned by Xxxxxx Mac or any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with Xxxxxx Mac shall be disregarded and deemed not to
be outstanding for the purposes of such determination.
Section 6.05. Notice.
(a) Any notice, demand or other communication which by any provision of
this Agreement is required or permitted to be given to or served upon any Holder
may be given or served in writing by deposit thereof, postage prepaid, in the
mail, addressed to such Holder as such Holder's name and address may appear in
the records of Xxxxxx Mac, a Federal Reserve Bank, or by transmission to such
Holder through the communication system linking the Federal Reserve Banks. Such
notice, demand or other communication to or upon any Holder shall be deemed to
have been sufficiently given or made, for all purposes, upon mailing or
transmission.
(b) Any notice, demand or other communication which by any provision of
this Agreement is required or permitted to be given to or served upon Xxxxxx Mac
shall be given in writing addressed (until another address is published by
Xxxxxx Mac) as follows: Federal Agricultural Mortgage Corporation, 0000
Xxxxxx-Xxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, XX 00000 Attention: Vice
President - General Counsel. Such notice, demand or other communication to or
upon Xxxxxx Mac shall be deemed to have been sufficiently given or made only
upon actual receipt of the writing by Xxxxxx Mac.
Section 6.06. Governing Law.
This Agreement, each Supplemental Agreement and the rights and obligations
of the Holders and Xxxxxx Mac with respect to the Notes shall be construed in
accordance with and governed by the laws of the United States. Insofar as there
may be no applicable precedent, and insofar as to do so would not frustrate the
purposes of the Act or any provision of this Agreement or the transactions
governed thereby, the laws of the State of New York shall be deemed reflective
of the laws of the United States.
Section 6.07. Headings.
The Article, Section and Subsection headings are for convenience only and
shall not affect the construction of this Agreement.
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
