AMENDMENT NO. 2 TO CREDIT AGREEMENT

AMENDMENT NO. 2 TO CREDIT AGREEMENT



            AMENDMENT dated as of October 7, 2005 to the Revolving Credit Agreement dated as of March 23, 2005 (the "Credit Agreement") among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION (the "Borrower"), the BANKS party thereto (the "Banks"), JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A. and THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, as Co-Documentation Agents, ABN AMRO BANK N.V., as Syndication Agent, and THE BANK OF NOVA SCOTIA, as Administrative Agent (the "Administrative Agent").



W I T N E S S E T H :



            WHEREAS, the parties hereto desire to amend the Credit Agreement to provide an additional exception to the lien covenant;



            NOW, THEREFORE, the parties hereto agree as follows:



            SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, from and after the Amendment Effective Date (as defined in Section 6 below), refer to the Credit Agreement as amended hereby.



            SECTION 2. Amendment to the Lien Covenant. Section 5.10 (viii) of the Credit Agreement is amended by replacing the reference to "110%" with "150%".



            SECTION 3. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Default will have occurred and be continuing on such date.



            SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.



            SECTION 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.



            SECTION 6. Effectiveness. This Amendment shall become effective on the date (the "Amendment Effective Date") on which the Administrative Agent



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shall have received from each of the Borrower and the Required Banks a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

NATIONAL RURAL UTILITIES
     COOPERATIVE FINANCE
     CORPORATION

By:        /s/ Xxxxxx X. Xxxxx
Name:   Xxxxxx X. Xxxxx
Title:     Senior Vice President & CFO

Xxx Xxxx xx Xxxx Xxxxxx

By:        /s/ Xxxxx X. Xxxxxx
Name:   Xxxxx X. Xxxxxx
Title:     Managing Director

JPMorgan Chase Bank, N.A.

By:        /s/ Xxxxxx X. Xxxxx
Name:   Xxxxxx X. Xxxxx
Title:      Vice President

Bank of America, N.A.

By:        /s/ Xxxx Xxx Xxxxxxx
Name:   Xxxx Xxx Xxxxxxx
Title:     Senior Vice President

Bank of Tokyo-Mitsubishi Ltd.,
New York Branch

By:        /s/ Xxxxx X. Profesta
Name:   Xxxxx X. Profesta
Title:     Authorized Signatory

ABN AMRO Bank N.V.

By:        /s/ Xxxx X. Xxxxx      /s/ Xxxxxxx XxXxxxx
Name:   Xxxx X. Xxxxx                Xxxxxxx XxXxxxx
Title:     Director                      Asst. Vice President

CREDIT SUISSE, Cayman Islands
     Branch (formerly known as CREDIT SUISSE
     FIRST BOSTON, acting through its
     Cayman Islands Branch)

By:        /s/ Xxx Xxxxx
Name:   Xxx Xxxxx
Title:     Director

By:        /s/ Xxxxxx Xxxxxxxx
Name:   Xxxxxx Xxxxxxxx
Title:      Vice President

UBS Loan Finance LLC

By:        /s/ Xxxxxxxxxxx X. Xxxxxx
Name:   Xxxxxxxxxxx X. Xxxxxx
Title:     Associate Director
            Banking Products
            Services, US

By:        /s/ Xxxxxxx X. Xxxxxx
Name:  Xxxxxxx X. Xxxxxx
Title:    Director
            Banking Products
            Services, US

Xxxxxx Commercial Paper Inc.

By:        /s/ Xxxxxx X. Xxxxxx
Name:   Xxxxxx X. Xxxxxx
Title:     Authorized Signatory

XXXXXXX XXXXX BANK USA

By:        /s/ Xxxxx Xxxxx
Name:   Xxxxx Xxxxx
Title:     Director

Toronto Dominion (Texas) LLC

By:        /s/ Xxx Xxxxxxxx
Name:   Xxx Xxxxxxxx
Title:     Authorized Signatory

Xxxxxx Xxxxxxx Financing, Inc.

By:        /s/ Cahal X. Xxxxxxx
Name:   Cahal X. Xxxxxxx
Title:     Vice President

U.S. Bank, National
Association

By:        /s/ Xxxxxxx Xxxx
Name:   Xxxxxxx Xxxx
Title:     Vice President

Mizuho Corporate Bank, Ltd.

By:        /s/ Xxxxxxx Xxxxxxx
Name:   Xxxxxxx Xxxxxxx
Title:     Deputy General Manager

Sumitomo Mitsui Banking
Corporation

By:        /s/ Xxxxx X. Xxxx
Name:   Xxxxx X. Xxxx
Title:     Senior Vice President

KeyBank National Association

By:        /s/ Xxxxxxx X. Xxxxxx
Name:   Xxxxxxx X. Xxxxxx
Title:     KeyBank National Association
              Vice President

Suntrust Bank

By:        /s/ Xxxxxxx X. Xxxxxxxx, Xx.
Name:   Xxxxxxx X. Xxxxxxxx, Xx.
Title:     Vice President

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AMENDMENT NO. 2 TO CREDIT AGREEMENT

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