CONFORMED COPY
AMENDED AND RESTATED CREDIT AGREEMENT
(364-Day Agreement)
AMENDED AND RESTATED CREDIT AGREEMENT dated as of
November 25, 1997 amending and restating the 364-Day Credit Agreement dated
as of February 28, 1995 and amended and restated as of November 26, 1996 (the
"Agreement") among NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION (the "Borrower"), the several BANKS from time to
time party thereto (the "Banks"), X.X. XXXXXX SECURITIES INC. and THE
BANK OF NOVA SCOTIA, as Co-Syndication Agents (the "Co-Syndication
Agents"), and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Administrative Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto wish to amend the Agreement to (i) extend
the availability of the Commitments and (ii) increase or decrease the amount of
the Commitment of certain Banks under the Agreement; and
WHEREAS, the parties hereto wish to amend the Agreement as set forth
herein and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each capitalized term used herein which is defined in the
Agreement shall have the meaning assigned to such term in the 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 Agreement shall from and after the date
hereof refer to the Agreement as amended and restated hereby.
SECTION 2. Amendment of Termination Date. The definition of
"Termination Date" in Section 1.01 of the Agreement is amended by replacing the
date "November 25, 1997" with the date "November 24, 1998".
SECTION 3. Amendments to Commitments. With effect from and including
the date this Amendment and Restatement becomes effective in accordance with
Section 6, the Commitment of each Bank shall be the amount set forth opposite
the name of such Bank on Schedule I hereto. Any Bank whose Commitment is
changed to zero shall upon such effectiveness cease to be a Bank party to the
Agreement, and all accrued fees and other amounts payable under the Agreement
for the account of such Bank shall be due and payable on such date; provided
that the provisions of Sections 2.13, 8.03 and 9.03 of the Agreement shall
continue to inure to the benefit of each such Bank.
SECTION 4. Representations and Warranties. The Borrower represents
and warrants that as of the date hereof and after giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in
the Agreement after giving effect to this Amendment and Restatement is
true and correct as though made on and as of such date.
SECTION 5. Governing Law. This Amendment and Restatement shall be
governed by and construed in accordance with the laws of the State of New York.
SECTION 6. Counterparts; Effectiveness. This Amendment and
Restatement 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. This Amendment and Restatement shall become effective
on the date that the Agent shall have received duly executed counterparts hereof
signed by each of the parties hereto (or, in the case of any party as to which
an executed counterpart shall not have been received, the Agent shall have
received telegraphic, telex or other written confirmation from such party of
execution of a counterpart hereof by such party);
provided that this Amendment and Restatement shall not become effective or
binding on any party hereto unless all of the foregoing conditions are satisfied
not later than November 25, 1997. The Agent shall promptly notify the Borrower
and the Banks of the effectiveness of this Amendment and Restatement, and such
notice shall be conclusive and binding on all parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
and Restatement to be duly executed by their respective authorized officers as
of the day and year first above written.
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Title: Sr. Vice President & Chief
Financial Officer
XXXXXX GUARANTY TRUST
COMPANY
OF NEW YORK
By: /s/ Xxxxxxxxxxx Xxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ J.R. Trimble
Title: Senior Relationship Manager
ABN-AMRO BANK N.V.
By: /s/ Xxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxx
Title: Assistant Vice President
BANCA CASSA DI RISPARMIO DI
TORINO S.p.A.
By: /s/ Xxxxx Xxxxxx, Xx.
Title: Vice President
By: /s/ Xxxxxx X. Xx Xxxxxx
Title: First Vice President
Head of Corporate Banking
BANCA MONTE DEI PASCHI SIENA,
S.p.A.
By: /s/ Giulio Natalicchi
Title: Senior Vice President &
General Manager
By: /s/ Xxxxx X. Xxxxx
Title: Vice President
BANK AUSTRIA AG
By: /s/ J. Xxxxxxx Xxxx
Title: Vice President
By: /s/ W. Xxxxx Xxxxxxx
Title: Assistant Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
Title: Vice President
BANK OF MONTREAL
By: /s/ Xxxx X. Xxxxx
Title: Director
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Xxxxxxxxx Xxxxxx
Title: Vice President
BANKERS TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxx
Title: Vice President
BANQUE NATIONALE DE PARIS
By: /s/ Xxxxxxxxx Xxxxxx
Title: Assistant Vice President
By: /s/ Xxxx Xxxxxxxxx
Title: Vice President
BAYERISCHE LANDESBANK
GIROZENTRALE
By: /s/ Xxxxxxx Xxxxxxxxxxxxx
Title: Executive Vice President
By: /s/ Xxxxx Xxxxxxx
Title: First Vice President
COMMERZBANK AG, NEW YORK
BRANCH
By: /s/ Xxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxx
Title: Assistant Treasurer
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ Xxxxx X. Xxxxxxxxx
Title: Vice President
CRESTAR BANK
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
DRESDNER BANK AG
By: /s/ Xxxxxxx X. Xxxxx
Title: Assistant Vice President
By: /s/ Xxxxxx Xxxxxx
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxxx X. Xxxx
Title: Vice President
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxxx X. Xxxxx
Title: Senior Vice President
KREDIETBANK N.V.
By: /s/ Xxxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxx
Title: Vice President
MELLON BANK N.A.
By: /s/ Xxxx Xxxxxx
Title: Assistant Vice President
NATIONAL WESTMINSTER BANK PLC
New York Branch
By: /s/ Xxxxxx Xxxxxxxxx
Title: Vice President
NATIONAL WESTMINSTER BANK PLC
Nassau Branch
By: /s/ Xxxxxx Xxxxxxxxx
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Xxxxx X. Xxxxx
Title: Vice President
NORDDEUTSCHE LANDESBANK
GIROZENTRALE New York Branch
and/or Cayman Island Branch
By: /s/ Xxxxxxx X. Xxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxxxx Xxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
Title: Vice President
RABOBANK NEDERLAND
By: /s/ Xxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxx Xxxxx
Title: Senior Credit Officer
SIGNET BANK
By: /s/ Xxxxxxx Xxxxx
Title: Senior Vice President
SUNTRUST BANK, CENTRAL FLORIDA,
NA
By: /s/ Xxxxx X. Xxxxxxx
Title: Vice President
THE ASAHI BANK, LTD.
By: /s/ Xxxxxxx X. Xxxxx
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Xxxxxxxxx X. Xxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/ Xxxxxxx Xxxxxxx
Title: Authorized Agent
THE FUJI BANK, LIMITED
By: /s/ Xxxxxxx Xxxxxxx
Title: Vice President & Manager
THE INDUSTRIAL BANK OF JAPAN
By: /s/ Xxxx X. Xxxxxx
Title: Joint General Manager
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., NEW YORK BRANCH
By: /s/ Xxxxxxxx Xxxxx
Title: Deputy General Manager
THE NORINCHUKIN BANK
By: /s/ Xxxxxxx Xxxxxxx
Title: General Manager
THE SAKURA BANK, LTD.
By: /s/ Xxxxxxxx Xxxxxxx
Title: Senior Vice President
THE SANWA BANK, LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxx
Title: Vice President-Senior Manager
Credit
THE TOKAI BANK, LTD.
By: /s/ Xxxxx Xxx
Title: Assistant General Manager
THE TORONTO-DOMINION BANK
By: /s/ Xxxxx X. Xxxxxx
Title: Manager Credit Admin.
THE TOYO TRUST AND BANKING
COMPANY, LIMITED, NEW YORK
BRANCH
By: /s/ Xxxxxxx Xxxxxx
Title: Vice President
THE YASUDA TRUST & BANKING
COMPANY LTD.
By: /s/ Xxxx Xxxxxxxxxxxxxx
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION
d/b/a and f/k/a FIRST BANK NATIONAL
ASSOCIATION and successor by merger
to UNITED STATES NATIONAL BANK
OF OREGON
By: /s/ Xxxxxx X. Xxxxxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxxx X. Xxxxx
Title: Vice President
BANCO DI NAPOLI, S.p.A.
By: /s/ Xxxx Xxxxx
Title: Executive Vice President
By: /s/ Xxxxxx X. Xxxxx
Title: First Vice President
COMERICA
By: /s/ Xxxxxx X. Xxxxx
Title: Account Officer
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxx-Xxxxxxxx Grandchant des Raux
Title: First Vice President
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President
FIRST HAWAIIAN BANK
By: /s/ Xxxxx X. Xxxxx
Title: Assistant Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx X. Xxxxx
Title: Vice President
BANCO BILBAO VIZCAYA, S.A.
By: /s/ Xxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxx Xxxxx
Title: Vice President
CIBC INC.
By: /s/ Xxxx Xxxxx
Title: Executive Director
CIBC Xxxxxxxxxxx Corp., as Agent
ROYAL BANK OF CANADA
By: /s/ Xxx X. Xxxxxxxxxx
Title: Manager
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxxxx
Title: Director
By: /s/ Xxxxxx X. Xxxxxx
Title: Assistant Vice President
X.X.XXXXXX SECURITIES INC., as
Arranger and Co-Syndication Agent
By: /s/ Xxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA, as
Co-Syndication Agent
By: /s/ J.R. Trimble
Title: Senior Relationship Manager
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as
Administrative Agent
By: /s/ Xxxxxxxxxxx Xxxxxx
Title: Vice President
Address:
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Loan Department
Telex number: 420230
Schedule I
Bank
Commitment
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
$ 150,000,000
THE BANK OF NOVA SCOTIA
$ 145,000,000
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
$ 135,000,000
THE CHASE MANHATTAN BANK
$ 135,000,000
THE FIRST NATIONAL BANK OF CHICAGO
$ 135,000,000
NATIONSBANK, N.A.
$ 135,000,000
ABN-AMRO BANK N.V.
$ 90,000,000
CREDIT LYONNAIS NEW YORK BRANCH
$ 90,000,000
THE TORONTO-DOMINION BANK
$ 90,000,000
RABOBANK NEDERLAND
$ 85,000,000
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
$ 77,500,000
THE NORINCHUKIN BANK
$ 62,500,000
COMERICA BANK
$ 50,000,000
FLEET NATIONAL BANK
$ 50,000,000
PNC BANK, NATIONAL ASSOCIATION
$ 50,000,000
THE YASUDA TRUST & BANKING COMPANY LTD.
$ 50,000,000
U.S. BANK NATIONAL ASSOCIATION d/b/a and f/k/a
FIRST BANK NATIONAL ASSOCIATION and
successor by merger to UNITED STATES NATIONAL
BANK OF OREGON
$ 50,000,000
THE INDUSTRIAL BANK OF JAPAN
$ 42,500,000
BANCA MONTE DEI PASCHI DI SIENA, S.p.A
$ 40,000,000
DRESDNER BANK AG
$ 37,500,000
NORDDEUTSCHE LANDESBANK GIROZENTRALE
New York Branch and/or Cayman Island Branch
$ 37,500,000
CREDIT AGRICOLE INDOSUEZ
$ 30,000,000
KREDIETBANK N.V.
$ 30,000,000
THE FUJI BANK, LIMITED
$ 30,000,000
BANCO DI NAPOLI, S.p.A
$ 25,000,000
BANK AUSTRIA AG
$ 25,000,000
BANQUE NATIONALE DE PARIS
$ 25,000,000
BAYERISCHE LANDESBANK GIROZENTRALE
$ 25,000,000
BANKERS TRUST COMPANY
$ 25,000,000
CRESTAR BANK
$ 25,000,000
XXXXXX TRUST AND SAVINGS BANK
$ 25,000,000
MELLON BANK N.A.
$ 25,000,000
THE SAKURA BANK, LTD.
$ 25,000,000
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.,
NEW YORK BRANCH
$ 25,000,000
THE TOKAI BANK, LTD.
$ 25,000,000
COMMERZBANK AG, NEW YORK BRANCH
$ 22,500,000
NATIONAL WESTMINSTER BANK PLC New York
Branch and Nassau Branch
$ 22,500,000
THE ASAHI BANK, LTD.
$ 20,000,000
THE DAI-ICHI KANGYO BANK, LTD.
$ 20,000,000
SUNTRUST BANK, CENTRAL FLORIDA, NA
$ 17,500,000
THE TOYO TRUST AND BANKING COMPANY, LIMITED, NEW YORK BRANCH
$ 15,000,000
BANK OF MONTREAL
$ 12,500,000
FIRST HAWAIIAN BANK
$ 12,500,000
SIGNET BANK
$ 12,500,000
THE SANWA BANK, LIMITED
$ 12,500,000
UNION BANK OF CALIFORNIA, N.A.
$ 12,500,000
BANCA CASSA DI RISPARMIO DI TORINO S.p.A.
0
BANCO BILBAO VIZCAYA, S.A.
0
CIBC INC.
0
ROYAL BANK OF CANADA
0
XXXXX XXXX XX XXXXXXXXXXX, XXX XXXX BRANCH
0
Total Commitments
$2,282,500,000
CONFORMED COPY
COUNTERPART AND AMENDMENT
COUNTERPART AND AMENDMENT dated as of
November 25, 1997 (this "Counterpart") to the Credit Agreement
referred to below is made by each of the undersigned (each an
"Increasing Bank"). Unless otherwise defined herein, capitalized
terms used herein and defined in the Credit Agreement referred to
below are used herein as so defined.
W I T N E S S E T H :
WHEREAS, NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION (the "Borrower"), the several banks from time
to time party thereto as Banks (the "Banks"), X.X. Xxxxxx Securities Inc. and
The Bank of Nova Scotia, as Co-Syndication Agents, and Xxxxxx Guaranty Trust
Company of New York, as Administrative Agent, have entered into
a Credit Agreement dated as of February 28, 1995 and amended
and restated as of November 26, 1996 (as in effect on the date
hereof, the "Five-Year Credit Agreement"); and
WHEREAS, pursuant to Section 2.16(x) of the Credit
Agreement, the Company has the right, upon at least 45 days' prior
notice to the Agent and subject to the terms and conditions set
forth therein, to increase the aggregate amount of the Commitments
by increasing the Commitment of one or more Banks under the
Credit Agreement;
WHEREAS, the Company notified the Agent (which notice
was transmitted by the Agent to each of the Banks on October 22,
1997) of its intention to increase the Commitment of one of more
Banks by up to the amount specified in such notice;
WHEREAS, each of the Banks waived the requirement
under Section 2.16 of the Credit Agreement that the Borrower give
45 days' prior notice of such increase in the amount of the
Commitments to the Agent;
WHEREAS, as a condition to the increase of any Bank's
Commitment under the Credit Agreement, the signature pages of
the Credit Agreement are required to be amended to reflect the
increased Commitment of such Bank;
NOW, THEREFORE,
1. Increasing Banks. By executing and delivering to the Borrower and
the Agent this Counterpart, each Increasing Bank's Commitment is increased to
the amount set forth opposite such Increasing Bank's signature set forth on the
signature pages hereto, effective as of November 25, 1997 (the "Effective
Date").
2. Amendment. Upon the execution by each Increasing Bank of this
Counterpart, the signature pages to the Credit Agreement shall automatically be
amended, effective as of the Effective Date, to amend such Increasing Bank's
Commitment as set forth on the signature pages hereto.
3. Counterparts. This Counterpart 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.
4. GOVERNING LAW. THIS COUNTERPART SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Counterpart
to be duly executed by their respective authorized officers as of the day and
year first above written.
Increasing Banks Commitments
BANK OF TOKYO-MITSUBISHI $77,500,000
TRUST COMPANY
By: /s/ Xxxxxxxxx Xxxxxx
Title: Vice President
THE NORINCHUKIN BANK $62,500,000
By: /s/ Xxxxxxx Xxxxxxx
Title: General Manager
COMERICA BANK $50,000,000
By: /s/ Xxxxxx X. Xxxxx
Title: Account Officer
PNC BANK, NATIONAL $50,000,000
ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
Title: Vice President
BANCA MONTE DEI PASCHI DI $40,000,000
SIENA, S.p.A.
By: /s/ G. Natalicchi
Title: Senior Vice President &
General Manager
By: /s/ Xxxxx X. Xxxxx
Title: Vice President
NORDDEUTSCHE LANDESBANK $37,500,000
GIROZENTRALE New York Branch
and/or Cayman Island Branch
By: /s/ Xxxxxxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CREDIT AGRICOLE INDOSUEZ $30,000,000
By: /s/ Xxxx-Xxxxxxxx Grandchant des Raux
Title: First Vice President
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President
BANCO DI NAPOLI, S.p.A $25,000,000
By: /s/ Xxxx Xxxxx
Title: Executive Vice President
By: /s/ Xxxxxx X. Xxxxx
Title: First Vice President
BANK AUSTRIA AG $25,000,000
By: /s/ J. Xxxxxxx Xxxx
Title: Vice President
By: /s/ W. Xxxxx Xxxxxxx
Title: Assistant Vice President
Acknowledged and Agreed:
NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Title: Senior Vice President &
Chief Financial Officer
COUNTERPART AND AMENDMENT
COUNTERPART AND AMENDMENT dated as of December 5, 1997
(this "Counterpart") to the Credit Agreement referred to below is made by
Banca Cassa di Risparmio di Torino S.p.A. (the "New Bank"). Unless otherwise
defined herein, capitalized terms used herein and defined in the Credit
Agreement referred to below are used herein as so defined.
W I T N E S S E T H :
WHEREAS, NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION (the "Borrower"), the several banks from time to
time party thereto as Banks (the "Banks"), X.X. Xxxxxx Securities Inc. and The
Bank of Nova Scotia, as Co-Syndication Agents, and Xxxxxx Guaranty Trust
Company of New York, as Administrative Agent, have entered into a 364-Day
Credit Agreement dated as of February 28, 1995, as amended and restated as of
November 26, 1996 and as further amended and restated as of November 25, 1997
(as in effect on the date hereof, the "Credit Agreement"); and
WHEREAS, pursuant to Section 2.16(y) of the Credit Agreement, the
Company has the right, upon at least 45 days' prior notice to the Agent and
subject to the terms and conditions set forth therein, to increase the aggregate
amount of the Commitments by the creation of a new Commitment of an institution
not a Bank under the Credit Agreement;
WHEREAS, the Company notified the Agent (which notice was
transmitted by the Agent to each of the Banks on October 22, 1997) of its
intention to increase the aggregate amount of the Commitments under the Credit
Agreement by up to the amount specified in such notice; and
WHEREAS, each of the Banks waived the requirement under Section 2.16
of the Credit Agreement that the Borrower give 45 days' prior notice of such
increase in the amount of the Commitments to the Agent;
WHEREAS, the New Bank wishes to assume a Commitment in connection
with such increase;
WHEREAS, as a condition to the creation of its Commitment under the
Credit Agreement, the New Bank is required to become a party to the Credit
Agreement as a Bank by execution and delivery to the Borrower and the Agent of
counterparts of the Credit Agreement, and the signature pages and Schedule I of
the Credit Agreement are required to be amended to reflect the Commitment of the
New Bank;
NOW, THEREFORE,
1. New Bank. By executing and delivering to the Borrower and the
Agent this Counterpart, the New Bank hereby becomes a party to the Credit
Agreement as a "Bank" thereunder with a Commitment in the amount set forth
opposite such New Bank's signature set forth on the signature page hereto,
effective as of December 5, 1997 (the "Effective Date"). Upon the Effective Date
the signature page hereto shall be automatically deemed to be a counterpart to
the Credit Agreement.
2. Amendment. Upon the execution by the New Bank of this
Counterpart, the signature pages and Schedule I to the Credit Agreement shall
automatically be amended, effective as of the Effective Date, to add such New
Bank and its Commitment as set forth on the signature page hereto.
3. Counterparts. This Counterpart 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.
4. GOVERNING LAW. THIS COUNTERPART SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the New Bank has caused this Counterpart to
be duly executed by its authorized officer as of the day and year first above
written.
New Bank Commitment
BANCA CASSA DI RISPARMIO $20,000,000
DI TORINO S.p.A.
By:/s/ Xxxxxx X. XxXxxxxx
Title: First Vice President
Head of Corporate Banking
By: /s/ Xxxxxxx Xxxxxxx
Title: Manager & EVP
Acknowledged and Agreed:
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Title: Sr. Vice President &
Chief Financial Officer
