CONFORMED COPY
AMENDMENT dated as of
January 15, 2002 to the Agency Agreement
dated June 8, 1999, as amended by the
Amendments dated as of October 8, 1999,
January 22, 2001 and June 15, 2001, 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"), Xxxxxxx, Sachs
& Co. (an "Agent"), X.X. Xxxxxx Securities
Inc. (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, January 22, 2001 and as of June 15, 2001 to increase the
aggregate principal amount of the Securities permitted be
issued and sold by the Company thereunder to $9,143,529,000
resulting in the aggregate principal amount of the Securities
permitted to be sold on and after June 15, 2001, to
$2,016,856,000;
WHEREAS, the Company has issued and sold
approximately $1,339,589,000 aggregate principal amount of
Securities pursuant to the Agreement and the Indenture on and
after June 15, 2001;
WHEREAS immediately prior to this Amendment taking
effect, the Company's Registration Statement No. 333-62048
remains effective under the Act, with $677,267,000 aggregate
principal amount of Securities remaining unissued and unsold
under such Registration Statement;
WHEREAS, the parties hereto desire to amend the
Agreement;
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. 333-73768,
previously filed with the Commission and effective as of
December 5, 2001, 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 December 5, 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
$11,143,529,000 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 $2,677,267,000.
3. The Agreement is hereby amended to delete from the
definition of "Registration Statement", Registration Statement
No. 333-51306, 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 direct all
notices to Xxxxxx Brothers Inc. as follows:
Xxxxxx Brothers Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attention: Medium Term Note Department
Facsimile: (000) 000-0000
(with a copy to General Counsel)
5. The Agreement is hereby amended by deleting
Section 5(i) of the Agreement in its entirety and replacing it
with the following:
(i) There shall not have occurred (i) any suspension
or material limitation in trading in securities
generally on the New York Stock Exchange or any
establishment of minimum prices on such exchange,
(ii) any banking moratorium
declared by either Federal or New York State
authorities, (iii) any outbreak of hostilities
involving the United States, any escalation of
hostilities involving the United States, any attack
on the United States or any act of terrorism in which
the United States is involved, any major disruption
in the settlement of securities in the United States
or a declaration of a national emergency or war by
the United States or (iv) such material adverse
change in general economic, political or financial
conditions (or the effect of international conditions
on the financial markets in the United States shall
be such) the effect of which, in any such case
described in clause (iii) or (iv), is, in the
judgment of the relevant Agent (which, in the case of
a syndicated issue, shall be the lead manager(s)), to
make it impracticable or inadvisable to proceed with
the solicitation of offers to purchase or the
purchase or delivery of the Securities on the terms
and in the manner contemplated in the Prospectus.
6. 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.
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
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Sr. Vice President &
Chief Financial Officer
XXXXXX BROTHERS INC.
by /s/ Xxxx Xxxx
--------------------------------
Name: Xxxx Xxxx
Title: Managing Director
BANC OF AMERICA SECURITIES LLC
by /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Principal
XXXXXXX, SACHS & CO.
by /s/ Xxxxxxx, Xxxxx & Co.
--------------------------------
Name: Xxxxxxx Sachs & Co.
Title:
X.X. XXXXXX SECURITIES INC.
by /s/ Xxxxxx Xxxxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Vice President
XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX INCORPORATED
by /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Authorized Signatory
