CONFORMED COPY
AMENDMENT dated as of March 27, 2002 to the
Agency Agreement dated June 8, 1999, as
amended by the Amendments dated as of October
8, 1999, January 22, 2001, June 15, 2001 and
January 15, 2002 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
contemplating the issuance and sale by the Company from time to time of its
Medium-Term Notes, Series C (the "Securities");
WHEREAS, the Agreement was amended as of October 8, 1999, January
22, 2001, June 15, 2001 and as of January 15, 2002 to increase the aggregate
principal amount of the Securities permitted to be issued and sold by the
Company thereunder;
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. 333-84192 and Amendment No. 1 thereto, previously filed with the
Commission and effective as of March 22, 2002, relating to the registration of
$6,000,000,000 aggregate principal amount of Securities, and to revise the
definition of "Prospectus" to mean the prospectus supplement dated March 25,
2002, 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 provide that the aggregate
principal amount of Securities which may be issued and sold from time to time
thereunder on or after the date hereof shall be $6,000,000,000.
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3. The Agreement is hereby amended to delete from the definition of
"Registration Statement", Registration Statement Nos. 333-62048 and 333-73768,
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 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Medium Term Note Desk
Facsimile: (000) 000-0000
(with a copy to General Counsel)
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.
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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/ Xxxxxxx X. Xxxx
--------------------------------------------
Name: Xxxxxxx X. 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
