1
EXHIBIT 1
EXECUTION COPY
AMENDMENT dated as of June 17, 1998 to the Agency
Agreement dated June 19, 1996, and amended as of November 14,
1997, and March 30, 1998, among National Rural Utilities
Cooperative Finance Corporation (the "Company"), a District of
Columbia cooperative association, Xxxxxx Brothers 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 $623,599,000 aggregate principal
amount of its Medium-Term Notes, Series C (the "Securities");
WHEREAS, the Agreement was amended as of November 19, 1997, and as
of March 30, 1998, to increase the aggregate principal amount of Securities
permitted be issued and sold by the Company thereunder to $1,373,599,000 and the
aggregate principal amount of Securities permitted to be sold on and after March
30, 1998 to $604,121,000;
WHEREAS, the Company has issued and sold approximately $89,195,000
aggregate principal amount of Securities pursuant to the Agreement and the
Indenture on and after March 30, 1998;
WHEREAS immediately prior to this Amendment taking effect, the
Company's Registration Statements No. 333-38839 and Registration Statement No.
333-47681 remain effective under the Act, with $514,926,000 aggregate principal
amount of Securities remaining unissued and unsold under such Registration
Statements;
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. 333-53819, previously filed with the Commission and effective as
of June 5, 1998, relating to the registration of $1,000,000,000 aggregate
principal amount of Securities, and to revise the definition of "Prospectus" to
mean the prospectus supplement dated June 16, 1998, 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
2
Company thereunder to $2,373,599,000 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 $1,514,926,000.
3. The Agreement is hereby amended by deleting Section 11 of the
Agreement in its entirety and replacing it with the following:
Section 11. Purchases as Principal. From time to time either Agent may
agree with the Company to purchase Securities from the Company as
principal, in which case such purchase shall be made in accordance with
the terms of a separate agreement (a "Purchase Agreement") to be entered
into between such Agent and the Company. The Purchase Agreement may be
either an oral agreement or a written agreement in the form attached
hereto as Exhibit C. A Purchase Agreement, to the extent set forth
therein, may incorporate by reference specified provisions of this
Agreement. Either Agent, acting as principal, may also purchase Securities
at a discount for resale to investors or other purchasers at varying
prices related to prevailing market prices at the time of resale as
determined by the applicable Agent or, if so agreed, at a fixed public
offering price. Unless otherwise specified in the applicable Supplement,
any Security sold to an Agent as principal will be purchased by such Agent
at a price equal to 100% of the principal amount thereof less a percentage
equal to the commission applicable to an agency sale of a Security of
identical maturity.
4. The Agreement is hereby amended by deleting Exhibit A to the
Agreement and replacing it with Exhibit A attached hereto.
5. 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.
3
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
------------------------------------
Name:
Title:
XXXXXX BROTHERS INC.
by
------------------------------------
Name:
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX INCORPORATED
by
------------------------------------
Name:
Title:
4
EXHIBIT A
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
Schedule of Payments
The Company agrees to pay each Agent a commission equal to the following
percentage of the principal amount of Securities or percentage of the aggregate
Dollar Equivalent of the Foreign Currency or Dollar Equivalent of the Currency
Unit (as defined in the Indenture) of the principal amount of Securities placed
by such Agent, as the case may be:
--------------------------------------------------------------------------------
Term Commission Rate
--------------------------------------------------------------------------------
9 months to less than 1 year 0.125%
--------------------------------------------------------------------------------
1 year to less than 18 months 0.150%
--------------------------------------------------------------------------------
18 months to less than 2 years 0.200%
--------------------------------------------------------------------------------
2 years to less than 3 years 0.250%
--------------------------------------------------------------------------------
3 years to less than 4 years 0.350%
--------------------------------------------------------------------------------
4 years to less than 5 years 0.450%
--------------------------------------------------------------------------------
5 years to less than 7 years 0.500%
--------------------------------------------------------------------------------
7 years to less than 10 years 0.550%
--------------------------------------------------------------------------------
10 years to less than 15 years 0.625%
--------------------------------------------------------------------------------
15 years to less than 20 years 0.700%
--------------------------------------------------------------------------------
20 years to less than 30 years 0.750%
--------------------------------------------------------------------------------
30 years or more To be negotiated at time of sale
--------------------------------------------------------------------------------
