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EXHIBIT 1.1
CONFORMED COPY
AMENDMENT dated as of June 15, 2001 to the
Agency Agreement dated June 8, 1999, as amended by the
Amendments dated as of October 8, 1999, and January 22,
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, and as
of January 22, 2001 to increase the aggregate principal amount of the Securities
permitted be issued and sold by the Company thereunder to $7,143,529,000
resulting in the aggregate principal amount of the Securities permitted to be
sold on and after January 22, 2001, to $2,817,426,000;
WHEREAS, the Company has issued and sold approximately
$2,800,570,000 aggregate principal amount of Securities pursuant to the
Agreement and the Indenture on and after January 22, 2001;
WHEREAS immediately prior to this Amendment taking effect, the
Company's Registration Statement No. 333-51306 remains effective under the Act,
with $16,856,000 aggregate principal amount of Securities remaining unissued and
unsold under such Registration Statement;
WHEREAS, the parties hereto desire to amend the Agreement;
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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. 333-62048, previously filed with the Commission and
effective as of June 13, 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 June 14, 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 $9,143,529,000 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 $2,016,856,000.
3. The Agreement is hereby amended to delete from the
definition of "Registration Statement", Registration Statement No. 333-87793,
and all amendments thereto and supplements thereof, all of the Securities
registered thereby having been issued and sold by the Company.
4. Section 5 of the Agreement is hereby amended to include
the following condition to the obligation of the Agents: At each Closing Date,
the Agents shall have received the opinion, addressed to the Agents and dated
such Closing Date, of Hunton & Xxxxxxxx, Special Tax Counsel to the Company, in
form and scope satisfactory to the Agents and their counsel, with respect to the
disclosure contained in the Prospectus under the caption "United States
Taxation" insofar as such disclosure describes or summarizes matters of U.S. tax
law or constitutes conclusions of U.S. tax law.
5. The Agreement is hereby amended to direct all notices to
X.X. Xxxxxx Securities Inc. as follows:
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Transaction Execution Group
Facsimile:(000) 000-0000
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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.
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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
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Name: Xxxxxx X. Xxxxx
Title: Sr. Vice President & Chief
Financial Officer
XXXXXX BROTHERS INC.
by
/s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Managing Director
BANC OF AMERICA SECURITIES LLC
by
/s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Principal
XXXXXXX, XXXXX & CO.
by
/s/ Xxxxxxx, Sachs & Co.
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Name: Xxxxxxx, Xxxxx & Co.
Title:
X.X. XXXXXX SECURITIES INC.
by
/s/ Xxxxxx Xxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxx
Title: Vice President
XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX INCORPORATED
by
/s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Authorized Signatory
