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EXHIBIT 10.1
EXECUTION COPY
U.S. $411,291,000
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
CALCULATION AGENT AGREEMENT
This AGREEMENT dated November 14, 1997, between
National Rural Utilities Cooperative Finance Corporation, a
District of Columbia cooperative association (hereinafter
called the "Issuer"), whose principal office is at Woodland
Park, 0000 Xxxxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxx 00000, and
Xxxxxx Brothers Inc., a Delaware corporation (hereinafter
sometimes called the "Calculation Agent" which term shall,
unless the context shall otherwise require, include its
successors and assignees), whose principal office is at 3
World Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000.
WHEREAS (A) The Issuer proposes to issue from time to time an aggregate
principal amount of up to $411,291,000 of Medium-Term Notes, Series C (the
"Notes") entitled to the benefits of the Indenture dated as of December 15, 1987
(as supplemented by the First Supplemental Indenture dated as of October 1, 1990
and as it may be supplemented or amended from time to time, the "Indenture"),
between the Issuer and Xxxxxx Trust and Savings Bank, as successor Trustee;
(B) Each Note will bear interest at either (a) a fixed rate or (b) a
floating rate determined by reference to an interest rate formula (the "Floating
Rate Notes");
NOW IT IS HEREBY AGREED THAT,
1. Terms defined in the "Description of Securities" and "Description of
the Medium-Term Notes" shall bear the same meanings herein unless the context
otherwise requires. The "Description of Securities" means the terms and
conditions of the Notes as set forth in the Prospectus, dated October 27, 1997,
as supplemented by a Prospectus Supplement, dated November 12, 1997, relating to
the Notes. The "Description of the Medium-Term Notes" means the terms and
conditions of the Notes as set forth in the Prospectus
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Supplement, dated November 12, 1997, relating to the Notes. Such Prospectus
Supplement will be supplemented or amended by one or more Pricing Supplements
(each a "Supplement") setting forth additional terms and conditions of the
Notes.
2. The Issuer hereby appoints Xxxxxx Brothers Inc. as Calculation Agent
for the Notes, upon the terms and subject to the conditions herein mentioned,
and Xxxxxx Brothers Inc. hereby accepts such appointment. The Calculation Agent
shall act as an agent of the Issuer for the purpose of determining the interest
rate of the Floating Rate Notes in accordance with the Description of the
Medium-Term Notes and the provisions of this Agreement.
3. The Calculation Agent shall calculate the applicable interest rates
for the Floating Rate Notes in accordance with the provisions set forth in the
Prospectus Supplement relating to the Notes dated November 12, 1997, under the
heading "Description of Medium-Term Notes--Floating Rate Notes" which provisions
are incorporated by reference herein as if set forth in full in this Agreement.
4. In no event shall the interest rate be less than the floor, if any,
or more than the ceiling, if any, designated in the applicable Supplement.
5. The Calculation Agent will, as soon as practicable after (i) 3:00
p.m., New York City time, on the Calculation Date pertaining to each Interest
Determination Date relating to Commercial Paper Rate Notes, Fed Funds Rate
Notes, CD Rate Notes and Treasury Rate Notes or (ii) 11:00 a.m., London time, on
each Interest Determination Date relating to LIBOR Notes, determine (and notify
the Issuer and the Trustee of) the interest rate applicable during the next
succeeding interest period (if the interest rate cannot be determined in
accordance with the provisions set forth in the Prospectus Supplement relating
to the Notes dated November 12, 1997, in clause (i) under the heading
"Description of the Medium-Term Notes--Floating Rate Notes--LIBOR", the
Calculation Agent agrees to determine (and notify the Issuer and Trustee of) the
interest rate in accordance with the provisions in clause (ii) of such heading).
6. As soon as determined after each Interest Determination Date, the
Calculation Agent will cause to be forwarded to the Issuer, the Trustee and the
Paying Agent information regarding the interest rates and the interest periods
for each interest period and the relevant Interest Payment Date.
7. The Issuer will pay such compensation as shall be agreed upon and
the expenses, including reasonable counsel fees, properly incurred by the
Calculation Agent in
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connection with its duties hereunder, upon receipt of such invoices as the
Issuer shall reasonably require.
8. The Issuer will indemnify the Calculation Agent against any losses,
liabilities, costs, claims, actions or demands which it may incur or sustain or
which may be made against it in connection with its appointment or the exercise
of its powers and duties hereunder as well as the reasonable costs, including
the expenses and fees of counsel in defending any claim, action or demand,
except such as may result from the negligence, wilful default or bad faith of
the Calculation Agent or any of its employees. The Calculation Agent shall incur
no liability and shall be indemnified and held harmless by the Issuer for, or in
respect of, any actions taken or suffered to be taken in good faith by the
Calculation Agent in reliance upon (i) the written opinion or advice of counsel
or (ii) written instructions from the Issuer.
9. The Calculation Agent accepts its obligations herein (and agrees to
act in good faith in the performance of its obligations) set forth upon the
terms and conditions hereof, including the following, to all of which the Issuer
agrees:
(i) in acting under this Agreement and in connection with the
Notes, the Calculation Agent, acting as agent for the Issuer, does not
assume any obligation towards, or any relationship of agency or trust
for or with, any of the holders of the Notes;
(ii) unless herein otherwise specifically provided, any order,
certificate, notice, request or communication from the Issuer made or
given under any provision of this Agreement shall be sufficient if
signed by any person whom the Calculation Agent reasonably believes to
be a duly authorized officer of the Issuer;
(iii) the Calculation Agent shall be obligated to perform only
such duties as are set forth specifically herein and any duties
necessarily incidental thereto; and
(iv) the Calculation Agent shall be protected and shall incur
no liability for or in respect of any action taken or omitted to be
taken by it in reliance upon anything contained in a Floating Rate
Note, the Description of Securities, the Description of the Medium-Term
Notes or one or more Prospectus Supplements.
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10. (A) The Issuer agrees to notify the Calculation Agent at least five
London Business Days prior to the issuance of any LIBOR Note. The Calculation
Agent agrees to select four Reference Banks prior to the issuance of the first
LIBOR Note by the Issuer; to make all appropriate arrangements for such banks to
act as Reference Banks; and to notify the Issuer, the Trustee and each of the
Agents as to the names and addresses of such Reference Banks. The Calculation
Agent covenants that, for so long as it is required so to do in accordance with
the applicable Description of the Medium-Term Notes it shall ensure that there
shall at all times be four Reference Banks. Forthwith upon any change in the
identity of the Reference Banks the Calculation Agent shall notify the Issuer,
the Trustee and the Agents of such change. If fewer than two Reference Banks are
quoting, the Calculation Agent agrees to select three major banks in The City of
New York in accordance with the applicable Description of the Medium-Term Notes.
The Calculation Agent shall not be responsible to the Issuer or any third party
for any failure of the Reference Banks to fulfill their duties or meet their
obligations as Reference Banks or as a result of the Calculation Agent having
acted (except in the event of negligence, wilful default or bad faith) on any
certificate given by any Reference Bank which subsequently may be found to be
incorrect.
(B) If necessary, in accordance with the provisions set forth in the
Prospectus Supplement relating to the Notes dated November 12, 1997, under the
Heading "Description of the Medium-Term Notes--Floating Rate Notes--Prime Rate",
the Calculation Agent agrees to select a substitute major bank or trust company
(meeting the requirements specified under such heading). The Calculation Agent
shall not be responsible to the Issuer or any third party for the failure of
such bank or trust company to fulfill any duty or obligation contemplated under
such heading.
(C) Except as provided below, the Calculation Agent may at any time
resign as Calculation Agent by giving written notice to the Issuer and the
Trustee of such intention on its part, specifying the date on which its desired
resignation shall become effective, provided that such notice shall be given not
less than two months prior to the said effective date unless the Issuer and the
Trustee otherwise agree in writing. Except as provided below, the Calculation
Agent may be removed by the filing with it of an instrument in writing signed by
the Issuer specifying such removal and the date when it shall become effective
(such effective date being at least 20 days after said filing). Such resignation
or removal shall take effect upon:
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(i) the appointment by the Issuer as hereinafter provided of a
successor Calculation Agent approved by the Trustee, which shall be a
responsible financial firm or institution having an established place
of business in The City of New York;
(ii) the acceptance of such appointment by such successor
Calculation Agent; and
(iii) the giving of notice of such appointment to the holders
of the Notes, provided that if the Calculation Agent fails duly to
establish the amount of interest for any interest period, such removal
will take effect immediately upon such appointment of, and acceptance
thereof by, a successor Calculation Agent approved by the Trustee and
qualified as aforesaid, in which event notice of such appointment shall
be given to the holders of the Notes as soon as practicable thereafter.
Upon its resignation or removal becoming effective, the retiring
Calculation Agent shall be entitled to the payment of its compensation
and the reimbursement of all expenses incurred by such retiring
Calculation Agent pursuant to paragraph 7 hereof.
(D) If at any time the Calculation Agent shall resign or be removed, or
shall become incapable of acting or shall be adjudged bankrupt or insolvent, or
liquidated or dissolved, or an order is made or an effective resolution is
passed to wind up the Calculation Agent, or if the Calculation Agent shall file
a voluntary petition in bankruptcy or make an assignment for the benefit of its
creditors, or shall consent to the appointment of a receiver, administrator or
other similar official of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if a
receiver, administrator or other similar official of the Calculation Agent or of
all or any substantial part of its property shall be appointed, or if any order
of any court shall be entered approving any petition filed by or against the
Calculation Agent under the provisions of any applicable bankruptcy or
insolvency law, or if any public officer shall take charge or control of the
Calculation Agent or its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then a successor Calculation Agent, approved by the
Trustee, shall be appointed by the Issuer by an instrument in writing filed with
the successor Calculation Agent. Upon the appointment as aforesaid of a
successor Calculation Agent and acceptance by the latter of such appointment and
(except in cases of removal for failure to establish the amount of interest) the
giving of notice to the holders of the Notes, the former
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Calculation Agent shall cease to be Calculation Agent hereunder.
(E) Any successor Calculation Agent appointed hereunder shall execute
and deliver to its predecessor and the Issuer an instrument, in the form
acceptable to the Trustee, accepting such appointment hereunder, and thereupon
such successor Calculation Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations of such predecessor with like effect as if originally
named as the Calculation Agent hereunder, and such predecessor shall thereupon
become obliged to transfer and deliver, and such successor Calculation Agent
shall be entitled to receive, copies of any relevant records maintained by such
predecessor Calculation Agent.
(F) Any corporation into which the Calculation Agent may be merged or
converted or any corporation with which the Calculation Agent may be
consolidated or any corporation resulting from any merger, conversion or
consolidation to which the Calculation Agent shall be a party shall, to the
extent permitted by applicable law and provided that it shall be a responsible
financial firm or institution having an established place of business in The
City of New York, be the successor Calculation Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. Notice of any such merger, conversion or
consolidation shall forthwith be given to the Issuer and the Trustee.
11. Any notice required to be given hereunder shall be delivered in
person, sent by letter or telex or communicated by telephone (subject, in the
case of communication by telephone, to confirmation dispatched within two
business days by letter or telex), in the case of the Issuer, to it at Woodland
Park, 0000 Xxxxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Chief Financial
Officer; in the case of the Calculation Agent, to it at 0 Xxxxx Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Medium-Term Note Department; and in
the case of the Trustee, to it [c/o Bank of Montreal Trust Company, 00 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10005,] Attention: Corporate Trustee
Administration Department or, in any case, to any other address of which the
party receiving notice shall have notified the party giving such notice in
writing.
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12. This Agreement may be amended only by a writing duly executed and
delivered by each of the parties signing below.
13. The provisions of this Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
14. This Agreement may be executed in counterparts and the executed
counterparts shall together constitute a single instrument.
IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the day and year first above written.
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE
CORPORATION,
by /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
XXXXXX BROTHERS INC.,
by /s/ XXXX XXXXXX
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Xxxx XxXxxx
