FEDERAL HOME LOAN MORTGAGE CORPORATION GLOBAL DEBT FACILITY AGREEMENT
Exhibit
4.1
AGREEMENT, dated as of April 3, 2009, among the
Federal Home Loan Mortgage Corporation (“Xxxxxxx
Mac”) and Holders of Debt Securities (each as
hereinafter defined).
Whereas:
(a) Xxxxxxx Mac is a corporation duly organized and
existing under and by virtue of the laws of the United States
(Title III of the Emergency Home Finance Act of 1970, as
amended (the “Xxxxxxx Mac Act”)) and has full
corporate power and authority to enter into this Agreement and
to undertake the obligations undertaken by it herein;
(b) Pursuant to Section 306(a) of the Xxxxxxx Mac Act,
Xxxxxxx Mac is authorized, upon such terms and conditions as it
may prescribe, to borrow, to pay interest or other return, and
to issue notes, bonds or other obligations or
securities; and
(c) To provide funds to permit Xxxxxxx Mac to engage in
activities consistent with its statutory purposes, Xxxxxxx Mac
has established a Global Debt Facility (the
“Facility”) and authorized the issuance, from
time to time, pursuant to this Agreement, of unsecured general
obligations of Xxxxxxx Mac or, if so provided in the applicable
Supplemental Agreement (as hereinafter defined), secured
obligations of Xxxxxxx Mac (“Debt Securities”).
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is hereby agreed that the
following terms and conditions of this Agreement (including, as
to each issue of the Debt Securities, the applicable
Supplemental Agreement) shall govern the Debt Securities and the
rights and obligations of Xxxxxxx Mac and Holders with respect
to the Debt Securities.
ARTICLE I
Definitions
Whenever used in this Agreement, the following words and phrases
shall have the following meanings, unless the context otherwise
requires.
Additional Debt Securities: Debt Securities
issued by Xxxxxxx Mac with the same terms (other than Issue
Date, interest commencement date and issue price) and conditions
as Debt Securities for which settlement has previously occurred
so as to form a single series of Debt Securities as specified in
the applicable Supplemental Agreement.
Agreement: This Global Debt Facility Agreement
dated as of April 3, 2009, as it may be amended or
supplemented from time to time, and successors thereto pursuant
to which Xxxxxxx Mac issues the Debt Securities.
Amortizing Debt Securities: Debt Securities on
which Xxxxxxx Mac makes periodic payments of principal during
the terms of such Debt Securities as described in the related
Supplemental Agreement.
Beneficial Owner: The entity or individual
that beneficially owns a Debt Security.
Bonds: Callable or non-callable Debt
Securities with maturities of more than ten years.
Book-Entry Rules: The Department of Housing
and Urban Development regulations (24 C.F.R. Part 81,
Subpart H) applicable to Xxxxxxx Mac’s book-entry
securities and such procedures as to which Xxxxxxx Mac and the
FRBNY may agree.
Business Day: (i) With respect to Fed
Book-Entry Debt Securities, any day other than (a) a
Saturday, (b) a Sunday, (c) a day on which the FRBNY
is closed, (d) as to any Holder of a Fed Book-Entry Debt
Security, a day on which the Federal Reserve Bank that maintains
the Holder’s account is closed, or (e) a day on which
Xxxxxxx Mac’s offices are closed; and (ii) with
respect to Registered Debt Securities, any day other than
(a) a Saturday, (b) a Sunday, (c) a day on which
banking institutions are closed in (1) the City of New York
or (2) if the Specified Payment Currency is other than
U.S. dollars or euros, the Principal Financial Center of
the country of such Specified Payment Currency, (d) if the
Specified Payment Currency is euros, a day on which the TARGET
system is not open for settlements, or a day on which payments
in euros cannot be settled in the international interbank market
as determined by the Global Agent, (e) for any required
payment, a day on which banking institutions are closed in the
place of payment, or (f) a day on which Xxxxxxx Mac’s
offices are closed.
Calculation Agent: Xxxxxxx Mac or a bank or
broker-dealer designated by Xxxxxxx Mac in the applicable
Supplemental Agreement as the entity responsible for determining
the interest rate on a Variable Rate Debt Security.
Calculation Date: In each year, each of those
days in the calendar year that are specified in the applicable
Supplemental Agreement as being the scheduled Interest Payment
Dates regardless, for this purpose, of whether any such date is
in fact an Interest Payment Date and, for the avoidance of
doubt, a “Calculation Date” may occur prior to the
Issue Date or after the last Principal Payment Date.
Callable Reference Notes: U.S. dollar
denominated, callable Reference Securities with maturities of
more than one day.
Cap: A maximum interest rate at which interest
may accrue on a Variable Rate Debt Security during any Interest
Reset Period.
Citibank — London: Citibank, N.A.,
London office, the Global Agent for Registered Debt Securities.
Citigroup — Frankfurt: Citigroup
Global Markets Deutschland AG & Co. KGaA, the
Registrar for Registered Debt Securities.
Clearstream, Luxembourg: Clearstream Banking,
societe anonyme, which holds securities for its participants and
facilitates the clearance and settlement of securities
transactions between its participants through electronic
book-entry changes in accounts of its participants.
CMS Determination Date: The second New York
Banking Day preceding the applicable Reset Date.
CMS Rate: The rate determined by the
Calculation Agent in accordance with
Section 2.07(i)(N).
CMT Determination Date: The second New York
Banking Day preceding the applicable Reset Date.
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CMT Rate: The rate determined by the
Calculation Agent in accordance with Section 2.07(i)(M).
Code: The Internal Revenue Code of 1986, as
amended.
Common Depositary: The common depositary for
Euroclear, Clearstream, Luxembourg
and/or any
other applicable clearing system, which will hold Other
Registered Debt Securities on behalf of Euroclear, Clearstream,
Luxembourg
and/or any
such other applicable clearing system.
Currency Exchange Bank: The currency exchange
bank specified in the applicable Supplemental Agreement that
will convert any amounts paid by Xxxxxxx Mac in a Specified
Payment Currency on DTC Registered Debt Securities to
U.S. Holders into U.S. dollars.
CUSIP Number: A unique nine-character
designation assigned to each Debt Security by the CUSIP Service
Bureau and used to identify each issuance of Debt Securities on
the records of the Federal Reserve Banks or DTC, as applicable.
Day Rate: The arithmetic mean for each day in
a Seven-Day
Period as determined by the Calculation Agent in accordance with
Section 2.07(i)(P)(2).
Dealers: Firms that engage in the business of
dealing or trading in debt securities as agents, brokers or
principals.
Debt Securities: Unsecured subordinated or
unsubordinated notes, bonds and other debt securities issued
from time to time by Xxxxxxx Mac under the Facility, or if so
provided in the applicable Supplemental Agreement, secured
obligation issued from time to time by Xxxxxxx Mac under the
facility.
Deleverage Factor: A Multiplier of less than
one by which an applicable Index is multiplied.
Depository: DTC or any successor.
Deposits: Deposits commencing on the
applicable Reset Date.
Designated EURIBOR Reuters Page: The display
on Reuters Page 248 or any successor page or such other
page (or any successor page) on that service or any successor
service specified in the applicable Supplemental Agreement for
the purpose of displaying rates for Deposits in euros.
Designated EUR-LIBOR Reuters Page: The display
on Reuters Page LIBOR01 or any successor page or such other
page (or any successor page) on that service or any successor
service specified in the applicable Supplemental Agreement for
the purpose of displaying rates for Deposits in euros.
Designated Reuters Page: The display on
Reuters Page LIBOR01 (or where the Index Currency is
Australian dollars, Swiss francs or Yen, Page LIBOR02) or
any successor page or such other page (or any successor page) on
that service or any successor service specified in the
applicable Supplemental Agreement for the purpose of displaying
British Bankers’ Association interest settlement rates for
Deposits in the Index Currency.
Determination Date: The date as of which the
rate of interest applicable to an Interest Reset Period is
determined.
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Determination Period: The period from, and
including, one Calculation Date to, but excluding, the next
Calculation Date.
DTC: The Depository Trust Company, a
limited-purpose trust company, which holds securities for DTC
participants and facilitates the clearance and settlement of
transactions between DTC participants through electronic
book-entry changes in accounts of DTC participants.
DTC Registered Debt Securities: Registered
Debt Securities registered in the name of a nominee of DTC,
which will clear and settle through the system operated by DTC.
EC: The European Community.
EURIBOR: The rate determined by the
Calculation Agent in accordance with Section 2.07(i)(J.
EURIBOR Determination Date: The second TARGET
Business Day preceding the applicable Reset Date, unless EURIBOR
is determined in accordance with Section 2.07(i)(J)(3), in
which case it means the applicable Reset Date.
EUR-LIBOR: The rate determined by the
Calculation Agent in accordance with Section 2.07(i)(I).
EUR-LIBOR Determination Date: The second
TARGET Business Day preceding the applicable Reset Date, unless
EUR-LIBOR is determined in accordance with
Section 2.07(i)(I)(3), in which case it means the
applicable Reset Date.
Euroclear: Euroclear System, a depositary that
holds securities for its participants and clears and settles
transactions between its participants through simultaneous
electronic book-entry delivery against payment.
Euro Representative Amount: A principal amount
of not less than the equivalent of U.S. $1,000,000 in euros
that, in the Calculation Agent’s sole judgment, is
representative for a single transaction in the relevant market
at the relevant time.
Euro-Zone: The region consisting of member
states of the European Union that adopt the single currency in
accordance with the Treaty.
EMU: European Monetary Union; the convergence
of key features of the economies of certain participating
European countries, including the adoption of a common monetary
unit called the euro.
Facility: The Global Debt Facility described
in the Offering Circular dated April 3, 2009 under which
Xxxxxxx Mac issues the Debt Securities.
Fed Book-Entry Debt
Securities: U.S. dollar denominated Debt
Securities issued and maintained in book-entry form on the Fed
Book-Entry System.
Fed Book-Entry System: The book-entry system
of the Federal Reserve Banks which provides book-entry holding
and settlement for U.S. dollar denominated securities
issued by the U.S. Government, certain of its agencies,
instrumentalities, government-sponsored enterprises and
international organizations of which the United States is a
member.
Federal Funds Rate (Daily): The rate
determined by the Calculation Agent in accordance with
Section 2.07(i)(O).
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Federal Funds Rate (Daily) Determination
Date: The applicable Reset Date; provided,
however, that if the Reset Date is not a Business Day, then the
Federal Funds Rate (Daily) Determination Date means the Business
Day immediately following the applicable Reset Date.
Federal Funds Rate (Weekly Average): The rate
determined by the Calculation Agent in accordance with
Section 2.07(i)(P).
Federal Reserve: The Board of Governors of the
Federal Reserve System.
Federal Reserve Bank: Each U.S. Federal
Reserve Bank that maintains Debt Securities in book-entry form.
Federal Reserve Banks: Collectively, the
Federal Reserve Banks.
Fiscal Agency Agreement: The Uniform Fiscal
Agency Agreement between Xxxxxxx Mac and the FRBNY.
Fiscal Agent: The FRBNY is fiscal agent for
Fed Book-Entry Debt Securities.
Fixed Principal Repayment Amount: An amount
equal to 100% of the principal amount of a Debt Security,
payable on the applicable Maturity Date or earlier date of
redemption or repayment or a specified amount above or below
such principal amount, as provided in the applicable
Supplemental Agreement.
Fixed Rate Debt Securities: Debt Securities
that bear interest at a single fixed rate.
Fixed/Variable Rate Debt Securities: Debt
Securities that bear interest at a single fixed rate during one
or more specified periods and at a variable rate determined by
reference to one or more Indices, or otherwise, during one or
more other periods. As to any such fixed rate period, the
provisions of this Agreement relating to Fixed Rate Debt
Securities shall apply, and, as to any such variable rate
period, the provisions of this Agreement relating to Variable
Rate Debt Securities shall apply.
Floor: A minimum interest rate at which
interest may accrue on a Debt Security during any Interest Reset
Period.
Xxxxxxx Mac: Federal Home Loan Mortgage
Corporation, a stockholder-owned company chartered by Congress
pursuant to the Xxxxxxx Mac Act.
Xxxxxxx Mac Act: Title III of the
Emergency Home Finance Act of 1970, as amended, 12 U.S.C.
§ 1451-1459.
FRBNY: The Federal Reserve Bank of New York.
Global Agency Agreement: The agreement between
Xxxxxxx Mac, the Global Agent and the Registrar.
Global Agent: The entity selected by Xxxxxxx
Mac to act as its fiscal, transfer and paying agent for
Registered Debt Securities.
H.15(519): The weekly statistical release entitled
“Statistical Release H.15(519), Selected Interest
Rates” as published by the Federal Reserve, or any
successor publication of the Federal Reserve available on its
website at
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/x00/xx
any successor site.
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H.15 Daily Update: The daily update of H.15(519),
available on the website of the Federal Reserve at
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/x00/xxxxxx,
or any successor site or publication.
Holder: In the case of Fed Book-Entry Debt
Securities, the entity whose name appears on the book-entry
records of a Federal Reserve Bank as Holder; in the case of
Registered Debt Securities in global registered form, the
depository, or its nominee, in whose name the Registered Debt
Securities are registered on behalf of a related clearing
system; and, in the case of Registered Debt Securities in
definitive registered form, the person or entity in whose name
such Debt Securities are registered in the Register.
Holding Institutions: Entities eligible to
maintain book-entry accounts with a Federal Reserve Bank.
Index: LIBOR, EUR-LIBOR, EURIBOR, Prime Rate,
Treasury Rate, CMT Rate, CMS Rate, Federal Funds Rate (Daily),
or Federal Funds (Weekly Average) or other specified interest
rate, exchange rate or other index, as the case may be.
Index Currency: The currency or currency unit
specified in the applicable Supplemental Agreement with respect
to which an Index will be calculated for a Variable Rate Debt
Security; provided, however, that if euros are substituted for
such currency or currency unit, the Index Currency will be euros
and, with respect to LIBOR, the determination provisions for
EUR-LIBOR will apply to such Debt Securities upon such
substitution. If no such currency or currency unit is specified
in the applicable Supplemental Agreement, the Index Currency
will be U.S. dollars.
Index Maturity: The period with respect to
which an Index will be calculated for a Variable Rate Debt
Security that is specified in the applicable Supplemental
Agreement.
Interest Component: Each future interest
payment, or portion thereof, due on or prior to the Maturity
Date, or if the Debt Security is subject to redemption or
repayment prior to the Maturity Date, the first date on which
such Debt Security is subject to redemption or repayment.
Interest Payment Date: The date or dates on
which interest on Debt Securities will be payable in arrears.
Interest Payment Period: Unless otherwise
provided in the applicable Supplemental Agreement, the period
beginning on (and including) the Issue Date or the most recent
Interest Payment Date, as the case may be, and ending on (but
excluding) the earlier of the next Interest Payment Date or the
Principal Payment Date.
Interest Reset Period: The period beginning on
the applicable Reset Date and ending on the calendar day
preceding the next Reset Date.
Issue Date: The date on which Xxxxxxx Mac
wires an issue of Debt Securities to Holders or other date
specified in the applicable Supplemental Agreement.
Leverage Factor: A Multiplier of greater than
one by which an applicable Index is multiplied.
LIBOR: The rate determined by the Calculation
Agent in accordance with Section 2.07(i)(H).
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LIBOR Determination Date: The second London
Banking Day preceding the applicable Reset Date unless the Index
Currency is Sterling, in which case it means the applicable
Reset Date.
London Banking Day: Any day on which
commercial banks are open for business (including dealings in
foreign exchange and deposits in the Index Currency) in London.
Maturity Date: The date, one day or longer
from the Issue Date, on which a Debt Security will mature unless
redeemed or repaid prior thereto.
Multiplier: A constant or variable number
(which may be greater than or less than one) to be multiplied by
the relevant Index for a Variable Rate Debt Security.
Non-U.S. Currency: Specified
Currency other than U.S. dollars.
Notes: Callable or non-callable Debt
Securities with maturities of more than one day.
New York Banking Day: Any day other than
(a) a Saturday, (b) a Sunday, (c) a day on which
banking institutions in the City of New York are required or
permitted by law or executive order to close, or (d) a day
on which the FRBNY is closed.
Offering Circular: The Xxxxxxx Mac Global Debt
Facility Offering Circular dated April 3, 2009 (including
any related Offering Circular Supplement) and successors thereto.
OID Determination Date: The last day of the
last accrual period ending prior to the date of the meeting of
Holders (or, for consents not at a meeting, prior to a date
established by Xxxxxxx Mac). The accrual period will be the same
as the accrual period used by Xxxxxxx Mac to determine its
deduction for accrued original issue discount under
section 163 (e) of the Code.
Other Registered Debt Securities: Registered
Debt Securities that are not DTC Registered Debt Securities,
that are deposited with a Common Depositary and that will clear
and settle through the systems operated by Euroclear,
Clearstream, Luxembourg
and/or any
such other applicable clearing system other than DTC.
Pricing Supplement: A supplement to the
Offering Circular that describes the specific terms, of, and
provides pricing information and other information for, an issue
of Debt Securities or which otherwise amends, modifies or
supplements the terms of the Offering Circular.
Prime Rate: The rate determined by the
Calculation Agent in accordance with Section 2.07(i)(K).
Prime Rate Determination Date: The New York
Banking Day preceding the applicable Reset Date.
Principal Component: The principal payment
plus any interest payments that are either due after the date
specified in, or are specified as ineligible for stripping in,
the applicable Supplemental Agreement.
Principal Financial Center: The capital city
of the country of the Specified Payment Currency, or solely with
respect to the calculation of LIBOR, the Index Currency, as the
case may be, as specified in the applicable Supplemental
Agreement except that with respect to U.S. dollars,
Sterling, Yen, the euro and Swiss francs, the Principal
Financial Center shall be the City of New York, London, Tokyo,
Brussels and Zurich, respectively.
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Principal Payment Date: The Maturity Date, or
the earlier date of redemption or repayment, if any (whether
such redemption or repayment is in whole or in part).
Range Accrual Debt Securities: Debt Securities
on which no interest may accrue during periods when the
applicable index is outside a specified range as described in
the related Supplemental Agreement.
Record Date: As to Registered Debt Securities,
the fifteenth calendar day preceding an Interest Payment Date.
Interest on a Registered Debt Security will be paid to the
Holder of such Registered Debt Security as of the close of
business on the Record Date.
Reference Bonds: U.S. dollar denominated,
non-callable Reference Securities with maturities of more than
ten years.
Reference Notes: U.S. dollar denominated,
non-callable Reference Securities with maturities of more than
one day.
Reference Securities: Scheduled
U.S. dollar denominated issues of Debt Securities in large
principal amounts, which may be either Callable Reference Notes,
Reference Bonds or Reference Notes.
Register: A register of the Holders of
Registered Debt Securities maintained by the Registrar.
Registered Debt Securities: Debt Securities
issued and maintained in global registered or definitive
registered form on the books and records of the Registrar.
Registrar: The entity selected by Xxxxxxx Mac
to maintain the Register.
Representative Amount: A principal amount of
not less than U.S. $1,000,000 (or, if the Index Currency is
other than U.S. dollars, a principal amount not less than
the equivalent in the Index Currency) that, in the Calculation
Agent’s sole judgment, is representative for a single
transaction in the relevant market at the relevant time.
Reset Date: The date on which a new rate of
interest on a Debt Security becomes effective.
Reuters: Reuters Group PLC or any successor
service.
Reuters USAUCTION10 Page: The display
designated as “USAUCTION10” (or any successor page)
provided by Reuters.
Reuters USAUCTION11 Page: The display
designated as “USAUCTION11” (or any successor page)
provided by Reuters.
Reuters US PRIME1 Page: The display designated
as page “USPRIME1”’ (or any successor page)
provided by Reuters
Seven-Day
Period: As defined in Section 2.07(i)(P)(1).
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Specified Currency: The currency or currency
unit in which a Debt Security may be denominated and in which
payments of principal of and interest on a Debt Security may be
made.
Specified Interest Currency: The Specified
Currency provided for the payment of interest on Debt Securities.
Specified Payment Currency: The term to which
the Specified Interest Currency and Specified Principal Currency
are referred collectively.
Specified Principal Currency: The Specified
Currency provided for the payment of principal on Debt
Securities.
Spread: A constant or variable number to be
added to or subtracted from the relevant Index for a Variable
Rate Debt Security.
Step Debt Securities: Debt Securities that
bear interest at different fixed rates during different
specified periods.
Sterling: British pounds sterling.
Supplemental Agreement: An agreement which, as
to the related issuance of Debt Securities, supplements the
other provisions of this Agreement and identifies and
establishes the particular offering of Debt Securities issued in
respect thereof. A Supplemental Agreement may be documented by a
supplement to this Agreement, a Pricing Supplement, a
confirmation or a terms sheet. A Supplemental Agreement may, as
to any particular issuance of Debt Securities, modify, amend or
supplement the provisions of this Agreement in any respect
whatsoever. A Supplemental Agreement shall be effective and
binding as of its publication, whether or not executed by
Xxxxxxx Mac.
TARGET: The Trans-European Automated Real-Time
Gross Settlement Express Transfer system.
TARGET Business Day: A day on which the TARGET
system is operating.
Targeted Registered Debt Securities: Debt
Securities “targeted to foreign markets” under
Treasury Department regulations and offered or sold solely to
persons outside the United States or its territories or
possessions.
Treaty: The treaty establishing the EC, as
amended by the treaty on European Union.
Treasury Auction: The most recent auction of
Treasury Bills prior to a given Reset Date.
Treasury Bills: Direct obligations of the
United States.
Treasury Department: United States Department
of the Treasury.
Treasury Rate: The rate determined by the
Calculation Agent in accordance with Section 2.07(i)(L).
Treasury Rate Determination Date: The day of
the week in which the Reset Date falls on which Treasury Bills
would normally be auctioned or, if no auction is held for a
particular week, the first Business Day of that week. Treasury
Bills are normally sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that the auction
may be held on the preceding Friday; provided, however, that if
an auction is held on the Friday of the week preceding the Reset
Date, the
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Treasury Rate Determination Date will be that preceding Friday;
and provided, further, that if the Treasury Rate Determination
Date would otherwise fall on the Reset Date, that Reset Date
will be postponed to the next succeeding Business Day.
Variable Principal Repayment Amount: The
principal amount determined by reference to one or more Indices
or otherwise, payable on the applicable Maturity Date or date of
redemption or repayment of a Debt Security, as specified in the
applicable Supplemental Agreement.
Variable Rate Debt Securities: Debt Securities
that bear interest at a variable rate, and reset periodically,
determined by reference to one or more Indices or otherwise.
Yen: Japanese yen.
Zero Coupon Debt Securities: Debt Securities
that do not bear interest and are issued at a discount to their
principal amount.
ARTICLE II
Authorization;
Certain Terms
Section 2.01. Authorization.
Debt Securities shall be issued by Xxxxxxx Mac in accordance
with the authority vested in Xxxxxxx Mac by Section 306(a)
of the Xxxxxxx Mac Act. The indebtedness represented by the Debt
Securities shall be unsecured general obligations of Xxxxxxx
Mac, or, if so provided in the applicable Supplemental
Agreement, secured obligations of Xxxxxxx Mac. Debt Securities
shall be offered from time to time by Xxxxxxx Mac in an
unlimited amount and shall be known by the designation given
them, and have the Maturity Dates stated, in the applicable
Supplemental Agreement. Xxxxxxx Mac, in its discretion and at
any time, may offer Additional Debt Securities having the same
terms and conditions as Debt Securities previously offered. The
Debt Securities may be issued as Reference Securities, which
includes Callable Reference Notes, Reference Notes and Reference
Bonds, or may be issued as any other Debt Securities,
denominated in U.S. dollars or other currencies, with
maturities of one day or longer and may be in the form of Notes
or Bonds or otherwise. Issuances may consist of new issues of
Debt Securities or reopenings of an existing issue of Debt
Securities.
Section 2.02. Other Debt Securities Issued Hereunder.
Xxxxxxx Mac may from time to time create and issue Debt
Securities hereunder which contain terms and conditions not
specified in this Agreement. Such Debt Securities shall be
governed by the applicable Supplemental Agreement and, to the
extent that the terms of this Agreement are not inconsistent
with Xxxxxxx Mac’s intent in creating and issuing such Debt
Securities, by the terms of this Agreement. Such Debt Securities
shall be secured or unsecured obligations of Xxxxxxx Mac. If the
Debt Securities are secured obligations of Xxxxxxx Mac, the
provisions of Article V hereof shall apply to such Debt
Securities.
Section 2.03. Specified Currencies and Specified Payment
Currencies.
(a) Each Debt Security shall be denominated and payable in
such Specified Currency as determined by Xxxxxxx Mac. Fed
Book-Entry Debt Securities will be denominated and payable in
U.S. dollars only.
(b) Except under the circumstances provided in
Section 2.03(c)(i) and (ii) and Article VI
hereof, Xxxxxxx Mac shall make payments of any interest on Debt
Securities in the Specified
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Interest Currency and shall make payments of the principal of
Debt Securities in the Specified Principal Currency. The
Specified Currency for the payment of interest and principal
with respect to any Debt Security shall be set forth in the
applicable Supplemental Agreement.
(c) European Economic and Monetary Union and
Unavailability
(i) European Economic and Monetary
Union. The Treaty contemplated that EMU would
occur in three stages. On January 1, 1999 the third and
final stage of the EMU commenced with the irrevocable fixing of
the exchange rates of the currencies of the initial 11
participating member states for interbank transfers in a single
currency, the “euro”. Complete replacement of
member currencies was completed in 2002. As of the date of this
Agreement, the participating member states in the EMU are
Austria, Belgium, Cyprus, Finland, France, Germany, Greece,
Ireland, Italy, Luxembourg, Malta, the Netherlands, Portugal,
Slovakia, Slovenia and Spain.
(ii) Unavailability. Except as set forth below, if
the principal of, premium, if any, or interest on, any Debt
Security is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available
to Xxxxxxx Mac for making required payments due to the
imposition of exchange controls, its replacement or disuse or
other circumstances beyond the control of Xxxxxxx Mac, then
Xxxxxxx Mac shall be entitled to satisfy its obligations to
Holders of the Debt Securities by making such payments in
U.S. dollars on the basis of the noon U.S. dollar
buying rate in New York City for cable transfers for such
Specified Currency published by the FRBNY on the date of such
payment, or, if such currency exchange rate is not available on
such date, as of the most recent prior practicable date.
Notwithstanding the provisions of the preceding sentence, if
euros have replaced such Specified Currency as described under
Section 2.03(c)(i) above, Xxxxxxx Mac may, at its option
(or shall, if so required by applicable law) without the consent
of the Holders of such Debt Securities effect the payment of
principal of, premium, if any, or interest on, any Debt Security
denominated in such Specified Currency in euros in lieu of such
Specified Currency, in conformity with legally applicable
measures taken pursuant to, or by virtue of the Treaty or other
applicable legal or regulatory requirements.
Section 2.04. Minimum Denominations.
The Debt Securities shall be issued and maintained in the
minimum denominations of U.S. $1,000 and additional
increments of U.S. $1,000 for U.S. dollar denominated
Debt Securities, unless otherwise provided in the applicable
Supplemental Agreement and as may be allowed or required from
time to time by the relevant regulatory authority or any laws or
regulations applicable to the relevant Specified Currency. In
the case of Zero Coupon Debt Securities, denominations will be
expressed in terms of the principal amount payable on the
Maturity Date.
Section 2.05. Maturity.
(a) Each Debt Security shall mature on its Maturity Date,
as provided in the applicable Supplemental Agreement, unless
redeemed at the option of Xxxxxxx Mac or repaid at the option of
the Holder prior thereto in accordance with the provisions
described under Section 2.06. Debt Securities may be issued
with minimum or maximum maturities or variable maturities
allowed or required from time to time by the relevant regulatory
or stock exchange authority or clearing systems or any laws or
regulations applicable to the Specified Currency.
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(b) The principal amount payable on the Maturity Date of a
Debt Security shall be a Fixed Principal Repayment Amount or a
Variable Principal Repayment Amount, in each case as provided in
the applicable Supplemental Agreement.
Section 2.06. Optional Redemption and Optional
Repayment.
(a) The Supplemental Agreement for any particular issue of
Debt Securities shall provide whether such Debt Securities may
be redeemed at Xxxxxxx Mac’s option or repayable at the
Holder’s option, in whole or in part, prior to their
Maturity Date. If so provided in the applicable Supplemental
Agreement, an issue of Debt Securities shall be subject to
redemption at the option of Xxxxxxx Mac, or repayable at the
option of the Holders, in whole or in part, on one or more
specified dates, at any time on or after a specified date, or
during one or more specified periods of time. The redemption or
repayment price for such Debt Securities (or such part of such
Debt Securities as is redeemed or repaid) shall be an amount
provided in, or determined in a manner provided in, the
applicable Supplemental Agreement, together with accrued and
unpaid interest to the date fixed for redemption or repayment.
(b) Unless otherwise provided in the applicable
Supplemental Agreement, notice of optional redemption shall be
given to Holders of the related Debt Securities not less than 5
Business Days nor more than 60 calendar days prior to the date
of redemption in the manner provided in Section 8.07.
(c) In the case of a partial redemption of an issue of Fed
Book-Entry Debt Securities by Xxxxxxx Mac, such Fed Book-Entry
Debt Securities shall be redeemed pro rata. In the case of a
partial redemption of an issue of Registered Debt Securities by
Xxxxxxx Mac, one or more of such Registered Debt Securities
shall be reduced by the Global Agent in the amount of such
redemption, subject to the principal amount of such Registered
Debt Securities after redemption remaining in an authorized
denomination. The effect of any partial redemption of an issue
of Registered Debt Securities on the Beneficial Owners of such
Registered Debt Securities will depend on the procedures of the
applicable clearing system and, if such Beneficial Owner is not
a participant therein, on the procedures of the participant
through which such Beneficial Owner owns its interest.
(d) If so provided in the applicable Supplemental
Agreement, certain Debt Securities shall be repayable, in whole
or in part, by Xxxxxxx Mac at the option of the relevant Holders
thereof, on one or more specified dates, at any time on or after
a specified date, or during one or more specified periods of
time, upon terms and procedures provided in the applicable
Supplemental Agreement. Unless otherwise provided in the
applicable Supplemental Agreement, in the case of a Registered
Debt Security, to exercise such option, the Holder shall deposit
with the Global Agent (i) such Registered Debt Security;
and (ii) a duly completed notice of optional repayment in
the form obtainable from the Global Agent, in each case not more
than the number of days nor less than the number of days
specified in the applicable Supplemental Agreement prior to the
date fixed for repayment. Unless otherwise specified in the
applicable Supplemental Agreement, no such Registered Debt
Security (or notice of repayment) so deposited may be withdrawn
without the prior consent of Xxxxxxx Mac or the Global Agent.
Unless otherwise provided in the applicable Supplemental
Agreement, in the case of a Fed Book-Entry Debt Security, if the
Beneficial Owner wishes to exercise such option, then the
Beneficial Owner shall give notice thereof to Xxxxxxx Mac
through the relevant Holding Institution as provided in the
applicable Supplemental Agreement.
12
(e) The principal amount payable upon redemption or
repayment of a Debt Security shall be a Fixed Principal
Repayment Amount or a Variable Principal Repayment Amount, in
each case as provided in the applicable Supplemental Agreement.
Section 2.07. Payment Terms of the Debt Securities.
(a) Debt Securities shall bear interest at one or more
fixed rates or variable rates or may not bear interest. If so
provided in the applicable Supplemental Agreement, Debt
Securities may be separated by a Holder into one or more
Interest Components and Principal Components. The Offering
Circular or the applicable Supplemental Agreement for such Debt
Securities shall specify the procedure for stripping such Debt
Securities into such Interest and Principal Components.
(b) The applicable Supplemental Agreement shall specify the
frequency with which interest, if any, is payable on the related
Debt Securities. Interest on Debt Securities shall be payable in
arrears on the Interest Payment Dates specified in the
applicable Supplemental Agreement and on each Principal Payment
Date.
(c) Each issue of interest-bearing Debt Securities shall
bear interest during each Interest Payment Period. No interest
on the principal of any Debt Security will accrue on or after
the Principal Payment Date on which such principal is repaid.
(d) The determination by the Calculation Agent of the
interest rate on, or any Index in relation to, a Variable Rate
Debt Security and the determination of any payment on any Debt
Security (or any interim calculation in the determination of any
such interest rate, index or payment) shall, absent manifest
error, be final and binding on all parties. If a principal or
interest payment error occurs, Xxxxxxx Mac may correct it by
adjusting payments to be made on later Interest Payment Dates or
Principal Payment Dates (as appropriate) or in any other manner
Xxxxxxx Mac considers appropriate. If the source of an Index
changes in format, but the Calculation Agent determines that the
Index source continues to disclose the information necessary to
determine the related interest rate substantially as required,
the Calculation Agent will amend the procedure for obtaining
information from that source to reflect the changed format. All
Index values used to determine principal or interest payments
are subject to correction within 30 days from the
applicable payment. The source of a corrected value must be the
same source from which the original value was obtained. A
correction might result in an adjustment on a later date to the
amount paid to the Holder.
(e) Payments on Debt Securities shall be rounded, in the
case of U.S. dollars, to the nearest cent or, in the case
of a Specified Payment Currency other than U.S. dollars, to
the nearest smallest transferable unit (with one-half cent or
unit being rounded upwards).
(f) In the event that any jurisdiction imposes any
withholding or other tax on any payment made by Xxxxxxx Mac (or
our agent or any other person potentially required to withhold)
with respect to a Debt Security, Xxxxxxx Mac (or our agent or
such other person) will deduct the amount required to be
withheld from such payment, and Xxxxxxx Mac (or our agent or
such other person) will not be required to pay additional
interest or other amounts, or redeem or repay the Debt
Securities prior to maturity, as a result.
(g) Fixed Rate Debt Securities
Fixed Rate Debt Securities shall bear interest at a single fixed
interest rate. The applicable Supplemental Agreement shall
specify the fixed interest rate per annum on a Fixed
13
Rate Debt Security. Unless otherwise specified in the applicable
Supplemental Agreement, interest on a Fixed Rate Debt Security
shall be computed on the basis of a
360-day year
consisting of twelve
30-day
months.
(h) Step Debt Securities
Step Debt Securities shall bear interest from their Issue Date
to a specified date at their initial fixed interest rate and
from that date to their Maturity Date at one or more different
fixed interest rates that shall be prescribed as of the Issue
Date. A Step Debt Security will have one or more step periods.
The applicable Supplemental Agreement shall specify the fixed
interest rate per annum payable on Step Debt Securities for each
related period from issuance to maturity. Unless otherwise
specified in the applicable Supplemental Agreement, interest on
a Step Debt Security shall be computed on the basis of a
360-day year
consisting of twelve
30-day
months.
(i) Variable Rate Debt Securities
(A) Variable Rate Debt Securities shall bear interest at a
variable rate determined on the basis of a direct or an inverse
relationship to one or more specified Indices or otherwise,
(x) plus or minus a Spread, if any, or (y) multiplied
by one or more Leverage or Deleverage Factors, if any, as
specified in the applicable Supplemental Agreement. Variable
Rate Debt Securities also may bear interest in any other manner
described in the applicable Supplemental Agreement.
(B) Variable Rate Debt Securities may have a Cap
and/or a
Floor.
(C) The applicable Supplemental Agreement shall specify the
accrual method (i.e., the day count convention) for calculating
interest or any relevant accrual factor on the related Variable
Rate Debt Securities. The accrual method may incorporate one or
more of the following defined terms:
“Actual/360” shall mean that interest or any
other relevant accrual factor shall be calculated on the basis
of the actual number of days elapsed in a year of 360 days.
“Actual/365 (fixed)” shall mean that interest
or any other relevant accrual factor shall be calculated on the
basis of the actual number of days elapsed in a year of
365 days, regardless of whether accrual or payment occurs
during a calendar leap year.
“Actual/Actual” shall mean, unless otherwise
indicated in the applicable Supplemental Agreement, that
interest or any other relevant accrual factor shall be
calculated on the basis of (x) the actual number of days
elapsed in the Interest Payment Period divided by 365, or
(y) if any portion of the Interest Payment Period falls in
a calendar leap year, (A) the actual number of days in that
portion divided by 366 plus (B) the actual number of days
in the remaining portion divided by 365. If so indicated in the
applicable Supplemental Agreement, “Actual/Actual”
shall mean interest or any other relevant accrual factor shall
be calculated in accordance with the definition of
“Actual/Actual” adopted by the International
Securities Market Association (“Actual/Actual
(ISMA)”), which means a calculation on the basis of the
following:
(1) where the number of days in the relevant Interest
Payment Period is equal to or shorter than the Determination
Period during which such Interest Payment Period ends, the
number of days in such Interest Payment Period divided by the
14
product of (A) the number of days in such Determination
Period and (B) the number of Interest Payment Dates that
would occur in one calendar year; or
(2) where the Interest Payment Period is longer than the
Determination Period during which the Interest Payment Period
ends, the sum of (A) the number of days in such Interest
Payment Period falling in the Determination Period in which the
Interest Payment Period begins divided by the product of
(X) the number of days in such Determination Period and
(Y) the number of Interest Payment Dates that would occur
in one calendar year; and (B) the number of days in such
Interest Payment Period falling in the next Determination Period
divided by the product of (X) the number of days in such
Determination Period and (Y) the number of Interest Payment
Dates that would occur in one calendar year.
(D) The applicable Supplemental Agreement shall specify the
frequency with which the rate of interest on the related
Variable Rate Debt Securities shall reset. The applicable
Supplemental Agreement also shall specify the Reset Date. If the
interest rate will reset within an Interest Payment Period, then
the interest rate in effect on the sixth Business Day preceding
an Interest Payment Date will be the interest rate for the
remainder of that Interest Payment Period and the first day of
each Interest Payment Period also will be a Reset Date. Variable
Rate Debt Securities may bear interest prior to the initial
Reset Date at an initial interest rate, if any, specified in the
applicable Supplemental Agreement. If so, then the first day of
the first Interest Payment Period will not be a Reset Date. The
rate of interest applicable to each Interest Reset Period shall
be determined as provided below or in the applicable
Supplemental Agreement.
Except for a Variable Rate Debt Security as to which the rate of
interest thereon is determined by reference to LIBOR, EUR-LIBOR,
EURIBOR, Prime Rate, Treasury Rate, CMT Rate, CMS Rate, Federal
Funds Rate (Daily), or Federal Funds Rate (Weekly Average) or as
otherwise set forth in the applicable Supplemental Agreement,
the Determination Date for a Variable Rate Debt Security means
the second Business Day preceding the Reset Date applicable to
an Interest Reset Period.
(E) If the rate of interest on a Variable Rate Debt
Security is subject to adjustment within an Interest Payment
Period, accrued interest shall be calculated by multiplying the
principal amount of such Variable Rate Debt Security by an
accrued interest factor. Unless otherwise specified in the
applicable Supplemental Agreement, this accrued interest factor
shall be computed by adding the interest factor calculated for
each Interest Reset Period in such Interest Payment Period and
rounding the sum to nine decimal places. The interest factor for
each such Interest Reset Period shall be computed by
(1) multiplying the number of days in the Interest Reset
Period by the interest rate (expressed as a decimal) applicable
to such Interest Reset Period; and (2) dividing the product
by the number of days in the year referred to in the accrual
method specified in the applicable Supplemental Agreement.
(F) If and so long as an issue of Variable Rate Debt
Securities is admitted for trading on the Euro MTF Market and
listed on the Official List of the Luxembourg Stock Exchange and
such stock exchange so requires, the Calculation Agent shall
cause the interest rate for the applicable Interest Reset Period
and the amount of interest on the minimum denomination in
respect of such issue that would accrue through the last day of
15
such Interest Reset Period, as well as the last day of such
Interest Reset Period, to be provided to such stock exchange as
soon as practicable, but in no event later than the applicable
Reset Date.
(G) For each issue of Variable Rate Debt Securities, the
Calculation Agent shall also cause the interest rate for the
applicable Interest Reset Period and the amount of interest
accrued on the minimum denomination specified for such issue to
be made available to Holders as soon as practicable after its
determination but in no event later than two Business Days
thereafter. Such interest amounts so made available may
subsequently be amended (or appropriate alternative arrangements
made by way of adjustment) without notice in the event of an
extension or shortening of the Interest Reset Period.
(H) If the applicable Supplemental Agreement specifies
LIBOR as the applicable Index for determining the rate of
interest for the related Variable Rate Debt Security, the
following provisions shall apply (unless otherwise specified in
the applicable Supplemental Agreement):
“LIBOR” shall mean, with respect to any Reset
Date (in the following order of priority):
(1) the rate (expressed as a percentage per annum) for
Deposits in the Index Currency having the Index Maturity that
appears on the Designated Reuters Page at 11:00 a.m.
(London time) on such LIBOR Determination Date;
(2) if such rate does not so appear pursuant to
clause (1) above, the Calculation Agent shall request the
principal London offices of four leading banks in the London
interbank market selected by the Calculation Agent (after
consultation with Xxxxxxx Mac, if Xxxxxxx Mac is not then acting
as Calculation Agent) to provide such banks’ offered
quotations (expressed as a percentage per annum) to prime banks
in the London interbank market for Deposits in the Index
Currency having the Index Maturity at 11:00 a.m. (London
time) on such LIBOR Determination Date and in a Representative
Amount. If at least two quotations are provided, LIBOR shall be
the arithmetic mean (if necessary rounded upwards) of such
quotations;
(3) if fewer than two such quotations are provided as
requested in clause (2) above, the Calculation Agent shall
request four major banks in the applicable Principal Financial
Center selected by the Calculation Agent (after consultation
with Xxxxxxx Mac, if Xxxxxxx Mac is not then acting as
Calculation Agent) to provide such banks’ offered
quotations (expressed as a percentage per annum) to leading
European banks for a loan in the Index Currency for a period of
time corresponding to the Index Maturity, commencing on such
Reset Date, at approximately 11:00 a.m. in the Principal
Financial Center on such LIBOR Determination Date and in a
Representative Amount. If at least two such quotations are
provided, LIBOR shall be the arithmetic mean (if necessary
rounded upwards) of such quotations; and
(4) if fewer than two such quotations are provided as
requested in clause (3) above, LIBOR shall be LIBOR
determined with respect to the Reset Date immediately preceding
such Reset Date or, in the case of the first Reset Date,
16
shall be the rate for Deposits in the Index Currency having the
Index Maturity at 11:00 a.m. (London time) on the most
recent London Banking Day preceding the related LIBOR
Determination Date for which such rate shall have been displayed
on the Designated Reuters Page with respect to Deposits
commencing on the second London Banking Day following such date
(or, if the Index Currency is Sterling, commencing on such date).
(I) If the applicable Supplemental Agreement specifies
EUR-LIBOR as the applicable Index for determining the rate of
interest for the related Variable Rate Debt Security, the
following provisions shall apply (unless otherwise specified in
the applicable Supplemental Agreement):
“EUR-LIBOR” shall mean, with respect to any
Reset Date (in the following order of priority):
(1) the rate (expressed as a percentage per annum) for
Deposits in euros having the Index Maturity that appears on the
Designated EUR-LIBOR Reuters Page at 11:00 a.m. (London
time) on the related EUR-LIBOR Determination Date;
(2) if such rate does not so appear pursuant to
clause (1) above, the Calculation Agent shall request the
principal London offices of four leading banks in the London
interbank market selected by the Calculation Agent (after
consultation with Xxxxxxx Mac, if Xxxxxxx Mac is not then acting
as Calculation Agent) to provide such banks’ offered
quotations (expressed as a percentage per annum) to prime banks
in the London interbank market for Deposits in euros having the
Index Maturity at 11:00 a.m. (London time) on such
EUR-LIBOR Determination Date and in a Euro Representative
Amount. If at least two quotations are provided, EUR-LIBOR shall
be the arithmetic mean (if necessary rounded upwards) of such
quotations;
(3) if fewer than two such quotations are provided as
requested in clause (2) above, the Calculation Agent shall
request four major banks in London selected by the Calculation
Agent (after consultation with Xxxxxxx Mac, if Xxxxxxx Mac is
not then acting as Calculation Agent) to provide such
banks’ offered quotations (expressed as a percentage per
annum) to leading European banks for a loan in euros for a
period of time corresponding to the Index Maturity, commencing
on such Reset Date, at approximately 11:00 a.m. (London
time) on such EUR-LIBOR Determination Date and in a Euro
Representative Amount. If at least two such quotations are
provided, EUR-LIBOR shall be the arithmetic mean (if necessary
rounded upwards) of such quotations; and
(4) if fewer than two such quotations are provided as
requested in clause (3) above, EUR-LIBOR shall be EUR-LIBOR
determined with respect to the Reset Date immediately preceding
such Reset Date. If the applicable Reset Date is the first Reset
Date, then the rate of interest payable for the new Interest
Rate Period will be the initial interest rate.
(J) If the applicable Supplemental Agreement specifies
EURIBOR as the applicable Index for determining the rate of
interest for the related Variable Rate Debt Security, the
17
following provisions shall apply (unless otherwise specified in
the applicable Supplemental Statement):
“EURIBOR” shall mean, with respect to a Reset
Date (in the following order of priority):
(1) the rate (expressed as a percentage per annum) for
Deposits in euros having the Index Maturity that appears on the
Designated EURIBOR Reuters Page at 11:00 a.m., Brussels
time, on the relevant EURIBOR Determination Date;
(2) if such rate does not so appear pursuant to
clause (1) above, then the Calculation Agent will request
the principal offices of four major banks in the Euro-Zone
selected by the Calculation Agent (after consultation with
Xxxxxxx Mac, if Xxxxxxx Mac is not then acting as Calculation
Agent) to provide such banks’ offered quotations (expressed
as a percentage per annum) to prime banks in the Euro-Zone
interbank market for Deposits in euros having the Index Maturity
at 11:00 a.m. Brussels time on such EURIBOR
Determination Date and in a Euro Representative Amount. If at
least two quotations are provided, EURIBOR for that date will be
the arithmetic mean (if necessary, rounded upwards) of the
quotations; and
(3) if fewer than two such quotations are provided as
requested in clause (2) above, EURIBOR for that date will
be the arithmetic mean (if necessary, rounded upwards) of the
rates quoted by major banks in the Euro-Zone, selected by the
Calculation Agent (after consultation with Xxxxxxx Mac, if
Xxxxxxx Mac is not then acting as Calculation Agent), at
approximately 11:00 a.m., Brussels time, on the EURIBOR
Determination Date for loans in euros to leading European banks
for a period of time corresponding to the Index Maturity and in
a Euro Representative Amount. If at least two quotations are
provided, EURIBOR for that date will be the arithmetic mean (if
necessary, rounded upwards) of the quotations; and
(4) if fewer than two quotations are provided as requested
in clause (3) above, EURIBOR will be EURIBOR as determined
for the immediately preceding Reset Date or, in the case of the
first Reset Date, the interest rate payable for the new Interest
Reset Period will be the initial interest rate.
(K) If the applicable Supplemental Agreement specifies the
Prime Rate as the applicable Index for determining the rate of
interest for the related Variable Rate Debt Securities, the
following provisions shall apply:
The “Prime Rate” means, with respect to any
Reset Date (in the following order of priority):
(1) the rate for the Prime Rate Determination Date, as
published in H.15(519) Daily Update opposite the caption
“Bank prime loan”;
(2) if the rate is not published by 5:00 p.m., New
York City time, on the Reset Date pursuant to clause (1), the
rate for the Prime Rate Determination Date as published in
H.15(519) opposite the caption “Bank prime loan”;
18
(3) if the rate is not published in either H.15(519) or the
H.15 Daily Update by 5:00 p.m., New York City time, on the
Reset Date, then the Prime Rate will be the arithmetic mean,
determined by the Calculation Agent, of the rates (after
eliminating certain rates, as described below in this clause
(3)) that appear, at 11:00 a.m., New York City time, on the
Prime Rate Determination Date, on Reuters USPRIME1 Page as the
U.S. dollar prime rate or base lending rate of each bank
appearing on that page; provided, that at least three rates
appear. In determining the arithmetic mean:
(i) if 20 or more rates appear, the highest five rates (or
in the event of equality, five of the highest) and the lowest
five rates (or in the event of equality, five of the lowest)
will be eliminated,
(ii) if fewer than 20 but 10 or more rates appear, the
highest two rates (or in the event of equality, two of the
highest) and the lowest two rates (or in the event of equality,
two of the lowest) will be eliminated, or
(iii) if fewer than 10 but five or more rates appear, the
highest rate (or in the event of equality, one of the highest)
and the lowest rate (or in the event of equality, one of the
lowest) will be eliminated;
(4) if fewer than three rates so appear on Reuters USPRIME1
Page pursuant to clause (3) above, then the Calculation
Agent will request five major banks in the City of New York
selected by the Calculation Agent (after consultation with
Xxxxxxx Mac, if Xxxxxxx Mac is not then acting as Calculation
Agent) to provide a quotation of such banks’
U.S. dollar prime rates or base lending rates on the basis
of the actual number of days in the year divided by 360 as of
the close of business on the Prime Rate Determination Date. If
at least three quotations are provided, then the Prime Rate will
be the arithmetic mean determined by the Calculation Agent of
the quotations obtained (and, if five quotations are provided,
eliminating the highest quotation (or in the event of equality,
one of the highest) and the lowest quotation (or in the event of
equality, one of the lowest));
(5) if fewer than three quotations are so provided pursuant
to clause (4) above, the Calculation Agent will request
five banks or trust companies organized and doing business under
the laws of the United States or any state, each having total
equity capital of at least U.S. $500,000,000 and being
subject to supervision or examination by federal or state
authority, selected by the Calculation Agent (after consultation
with Xxxxxxx Mac, if Xxxxxxx Mac is not then acting as
Calculation Agent), to provide a quotation of such banks’
or trust companies’ U.S. dollar prime rates or base
lending rates on the basis of the actual number of days in the
year divided by 360 as of the close of business on the Prime
Rate Determination Date. In making such selection of five banks
or trust companies, the Calculation Agent will include each
bank, if any, that provided a quotation as requested in
clause (4) above and exclude each bank that failed to
provide a quotation as requested in clause (4). If at least
three quotations are provided, then the Prime Rate will be the
arithmetic mean determined by the Calculation Agent of the
quotations obtained; and
19
(6) if fewer than three quotations are so provided pursuant
to clause (5) above, then the Prime Rate will be the Prime
Rate determined for the immediately preceding Reset Date. If the
applicable Reset Date is the first Reset Date, then the Prime
Rate will be the rate calculated pursuant to clause (1) or
(2) for the most recent New York Banking Day preceding the
Reset Date for which such rate was published in H.15(519) or
H.15 Daily Update.
(L) If the applicable Supplemental Agreement specifies the
Treasury Rate as the applicable Index for determining the rate
of interest for the related Variable Rate, the following
provisions shall apply:
The “Treasury Rate” means, with respect to any
Reset Date (in the following order of priority):
(1) the rate for the Treasury Determination Date of
Treasury Bills having the Index Maturity, as published in H.15
Daily Update under the caption “U.S. government
securities/Treasury bills/(secondary market)”;
(2) if the rate described in clause (1) above does not
appear in H.15 Daily Update by 5:00 p.m., New York City
time, on the Reset Date, then the rate for the Treasury Rate
Determination Date of Treasury Bills having the Index Maturity,
as published in the H.15 (519), or other recognized electronic
source used for the purpose of displaying that rate under the
caption “U.S. government securities/Treasury
bills(secondary market)”;
(3) if the rate described in clause (2) above is not
so published by 3.00 p.m., New York City time, on the Reset
Date, then the rate from Treasury Auction of Treasury Bills
having the Index Maturity, as that rate appears under the
caption “INVEST RATE” on the display on Reuters
USAUCTION10 Page or Reuters USAUCTION11 Page;
(4) if the rate described in clause (3) above is not
published by 5:00 p.m., New York City time, on the Reset
Date, then the auction average rate for Treasury Bills having
the Index Maturity obtained from the applicable Treasury Auction
as announced by the Treasury Department in the form of a press
release under the heading “Investment Rate” by
5:00 p.m. on such Reset Date;
(5) if the rate describe in clause (4) above is not so
announced by the Treasury Department by 5:00 p.m., New York
City time, on the Reset Date, then auction average rate obtained
from the Treasury Auction of the applicable Treasury Bills, as
otherwise announced by the Treasury Department by
5:00 p.m., New York City time, on the Reset Date as
determined by the Calculation Agent;
(6) if such rate described in clause (5) is not so
announced by the Treasury Department by 5:00 p.m., New York
City time, on the Reset Date, the Calculation Agent will request
five leading primary United States government securities dealers
in the City of New York selected by the Calculation Agent (after
consultation with Xxxxxxx Mac, if Xxxxxxx Mac is not then acting
as Calculation Agent) to provide a quotation of such
dealers’ secondary market bid yields, as of 3:00 p.m.
on the Reset Date, for Treasury Bills with a remaining maturity
closest to the Index Maturity (or, in the event that the
remaining maturities are equally
20
close, the longer remaining maturity). If at least three
quotations are provided, then the Treasury Rate will be the
arithmetic mean determined by the Calculation Agent of the
quotations obtained; and
(7) if fewer than three quotations are so provided pursuant
to clause (6) above, then the Treasury Rate for the
immediately preceding Reset Date. If the applicable Reset Date
is the first Reset Date, then the auction average rate for
Treasury Bills having the Index Maturity from the most recent
auction of Treasury Bills prior to the Reset Date for which such
rate was announced by the Treasury Department in the form of a
press release under the heading “Investment Rate.”
The rate (including the auction average rate) for Treasury Bills
and the secondary market bid yield for Treasury Bills will be
obtained and expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable (or, if not so
expressed, will be converted by the Calculation Agent to such a
bond equivalent yield).
(M) If the applicable Supplemental Agreement specifies the
CMT Rate as the applicable Index for determining the rate of
interest for the related Variable Rate, the following provisions
shall apply:
The “CMT Rate” means, with respect to any Reset
Date (in the following order of priority):
(1) for any CMT Determination Date, the daily rate for the
Index Maturity that appears on page “FRBCMT” on
Reuters (or any other page that replaces the FRBCMT page on that
service or any successor service) under the heading
“...Treasury Constant Maturities. Federal Reserve Board
Release H.15...Mondays Approximately 3:45 p.m.”;
(2) if the applicable rate described in clause (1) is
not displayed on Reuters page FRBCMT at 3:45 p.m., New
York City time, on the CMT Determination Date, then the CMT Rate
will be the Treasury constant maturity rate for the Index
Maturity applicable for the CMT Determination Date as published
in H.15 (519);
(3) if the CMT Rate is not determined pursuant to
clause (1) and the applicable rate described in
clause (2) does not appear in H.15 (519) at
3:45 p.m., New York City time, on the CMT Determination
Date, then the CMT Rate will be the Treasury constant maturity
rate, or other U.S. Treasury rate, applicable to an Index
Maturity with reference to the CMT Determination Date, that:
• | is published by the Federal Reserve or the Treasury Department; and | |
• | Xxxxxxx Mac has determined to be comparable to the applicable rate formerly displayed on Reuters page 7051 and published in H.15 (519); |
(4) if the CMT Rate is not determined pursuant to
clause (1) or (2) and the rate described in
clause (3) above does not appear at 3:45 p.m., New
York City time, on the CMT Determination Date, then the CMT Rate
will be the yield to
21
maturity of the arithmetic mean of the secondary market offered
rates for U.S. Treasury securities with an original
maturity of approximately the Index Maturity and a remaining
term to maturity of no more than one year shorter than the Index
Maturity, and in a Representative Amount, as of approximately
3:45 p.m., New York City time, on the CMT Determination
Date, as quoted by three primary U.S. government securities
dealers in New York City that Xxxxxxx Mac selects. In selecting
these offered rates, Xxxxxxx Mac will request quotations from
five primary dealers and will disregard the highest quotation
or, if there is equality, one of the highest and the lowest
quotation or, if there is equality, one of the lowest. If two
U.S. Treasury securities with an original maturity longer
than the Index Maturity have remaining terms to maturity that
are equally close to the Index Maturity, Xxxxxxx Mac will obtain
quotations for the U.S. Treasury security with the shorter
remaining term to maturity;
(5) if the CMT Rate is not determined pursuant to clause
(1), (2) or (3) and fewer than five but more than two
primary dealers are quoting offered rates as described in clause
(4), then the CMT Rate for the CMT Determination Date will be
based on the arithmetic mean of the offered rates so obtained,
and neither the highest nor the lowest of those quotations will
be disregarded.
(6) if the CMT Rate is not determined pursuant to clause
(1), (2), (3) or (4) and two or fewer primary dealers
are quoting offered rates as described in clause (5), then the
CMT Rate will be the yield to maturity of the arithmetic mean of
the secondary market offered rates for U.S. Treasury
securities having an original maturity longer than the Index
Maturity and a remaining term to maturity closest to the Index
Maturity, and in a Representative Amount, as of approximately
3:45 p.m., New York City time, on the CMT Determination
Date, as quoted by three primary U.S. government securities
dealers in New York City that Xxxxxxx Mac selects. In selecting
these offered rates, Xxxxxxx Mac will request quotations from
five primary dealers and will disregard the highest quotation,
or, if there is equality, one of the highest and the lowest
quotation or, if there is equality, one of the lowest;
(7) if the CMT Rate is not determined pursuant to
clauses (1) through (6) above and fewer than five but
more than two primary dealers are quoting offered rates as
described in clause (6), then the CMT Rate for the CMT
Determination date will be based on the arithmetic mean of the
offered rates so obtained, and neither the highest nor the
lowest of those quotations will be disregarded; and
(8) if the Calculation Agent obtains fewer than three
quotations of the kind described in clause (6), the CMT Rate in
effect for the new Interest Reset Period will be the CMT Rate in
effect for the prior Interest Rate Period, or if the applicable
Reset Date is the first Reset Date, the rate of interest payable
for the new Interest Reset Period will be the initial interest
rate.
22
(N) If the applicable Supplemental Agreement specifies the
CMS Rate as the applicable Index for determining the rate of
interest for the related Variable Rate, the following provisions
shall apply:
The “CMS Rate” means, with respect to any Reset
Date:
(1) the most recent rate for U.S. dollar swap
transactions for the applicable Index Currency and applicable
Index Maturity, as specified in the applicable Supplemental
Agreement for the Debt Securities, expressed as a percentage,
which appears on the Reuters page “ISDAFIX1” (or such
other page that may replace that page on that service or a
successor service) at 11:00 a.m., New York City time, on
the applicable CMS Determination Date;
(2) if the most recent CMS Rate as described in
clause (1) above was first available prior to ten calendar
days before the applicable CMS Determination Date, then the CMS
Rate will be determined by the Calculation Agent on the basis of
the mid-market semi-annual swap rate quotations provided by the
five leading swaps dealers in the New York City interbank market
(which may include Dealers and their affiliates), and for this
purpose, “mid-market semi-annual swap rate” means the
arithmetic mean of the bid and offered rate quotations for the
semi-annual fixed leg, calculated on a 30/360 day count
basis, of a fixed-for-floating United States dollars denominated
interest rate swap transaction with the applicable Index
Currency and Index Maturity, as specified in the applicable
Supplemental Agreement for the Debt Securities, commencing on
the Reset Date for the relevant Interest Period, and for a
relevant representative amount in the relevant market at the
relevant time, with an acknowledged dealer of good credit in the
swap market, where the floating leg, calculated on an
Actual/360 day count basis, is equivalent to USD-LIBOR-BBA
(as defined in the 2006 ISDA Definitions published by the
International Swaps and Derivatives Association, Inc.) with a
designated maturity of three months. The Calculation Agent will
request the principal New York City office of each of the five
leading swaps dealers selected by the Calculation Agent to
provide a quotation of its rate. If at least five quotations are
provided, the rate for that CMS Determination Date will be the
arithmetic mean of the quotations, eliminating the highest
quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the
lowest);
(3) if two, three or four (and not five) of such swaps
dealers are quoting as described in clause (2) above, then
the CMS Rate will be based on the arithmetic mean of the bid
prices obtained and neither the highest nor lowest of such
quotations will be eliminated; and
(4) if fewer than two rate quotations are provided, then
the CMS Rate for the Reset Date will be the CMS Rate in effect
on the preceding Reset Date, or if the applicable Reset Date is
the first Reset Date, the rate of interest payable for the new
Interest Reset Period will be the initial interest rate.
23
(O) If the applicable Supplemental Agreement specifies the
Federal Funds Rate (Daily) as the applicable Index for
determining the rate of interest for the related Variable Rate,
the following provisions shall apply:
The “Federal Funds Rate (Daily)” means, with
respect to any Reset Date:
(1) the rate for the Business Day preceding the Federal
Funds Rate (Daily) Determination Date for U.S. dollar
federal funds, as published in the latest H.15Daily Update
opposite the caption “Federal funds (effective)”;
(2) if the rate specified in clause (1) is not
published by 5:00 p.m., New York City Time, on the Federal
Funds Rate (Daily) Determination Date, the Federal Funds Rate
(Daily) will be the rate for that Fed Funds Rate (Daily)
Determination Date as published in the H.15 Daily Update, or
other recognized electronic source used for the purpose of
displaying the applicable rate, opposite the caption
“Federal funds (effective)”;
(3) if the rate specified in clause (2) is not
published by 5:00 p.m., New York City time, on the Federal
Funds Rate Determination Date, then the Calculation Agent will
request five leading brokers (which may include the related
Dealers or their affiliates) of federal funds transactions in
the City of New York selected by the Calculation Agent (after
consultation with Xxxxxxx Mac, if Xxxxxxx Mac is not then acting
as Calculation Agent) each to provide a quotation of the
broker’s effective rate for transactions in overnight
federal funds arranged by the broker settling on the Business
Day preceding the Federal Funds Rate (Daily) Determination Date.
If at least two quotations are provided, then the Federal Funds
Rate (Daily) will be the arithmetic mean determined by the
Calculation Agent of the quotations obtained (and, if five
quotations are provided, eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest));
(4) if fewer than two quotations are so provided pursuant
to clause (3) above, then the Calculation Agent will
request five leading brokers (which may include the related
Dealers or their affiliates) of federal funds transactions in
the City of New York selected by the Calculation Agent (after
consultation with Xxxxxxx Mac, if Xxxxxxx Mac is not then acting
as Calculation Agent) each to provide a quotation of the
broker’s rates for the last transaction in overnight
federal funds arranged by the broker as of 11:00 a.m., New
York City time, on the Business Day preceding the Federal Funds
Rate (Daily) Determination Date. If at least two quotations are
provided, then the Federal Funds Rate (Daily) will be the
arithmetic mean determined by the Calculation Agent of the
quotations obtained (and, if five quotations are provided,
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event
of equality, one of the lowest)); and
(5) if fewer than two quotations are so provided pursuant
to clause (4) above, then the Federal Funds Rate (Daily) as
of such Federal Funds Rate (Daily) Determination Date will be
the Federal Funds Rate (Daily) determined for the
24
immediately preceding Reset Date. If the applicable Reset Date
is the first Reset Date, then the rate of interest payable for
the new Interest Rate Period will be the initial interest rate.
(P) If the applicable Supplemental Agreement specifies the
Federal Funds Rate (Weekly Average) as the applicable Index for
determining the rate of interest for the related Variable Rate,
the following provisions shall apply:
The “Federal Funds Rate (Weekly Average)”
means, with respect to any Reset Date:
(1) the most recent rate published in the latest H.15(519)
available by 5:00 p.m., New York City time, on the Reset
Date, opposite the caption “Federal funds (effective)”
and under the caption “Week Ending” for the Friday
immediately preceding the Reset Date. (As described in the
footnotes to the H.15(519), the rate shown for the week ending
on a Friday preceding a Reset Date actually will be the rate for
the week ending on (and including) the Wednesday preceding the
Reset Date (the
“Seven-Day
Period”));
(2) if a rate is not so published pursuant to
clause (1) above, then the Federal Funds Rate (Weekly
Average) will be the arithmetic mean determined by the
Calculation Agent of the rate, determined in the manner
described in subclauses (y) and (z) below (as
applicable), for each day in the
Seven-Day
Period (each a “Day Rate”); provided, that the
Calculation Agent determines a Day Rate for each day in the
Seven-Day
Period;
(y) The Day Rate for a Business Day will be the rate that
is published, by 5:00 p.m., New York City time, on the
Reset Date, in the H.15 Daily Update or other recognized
electronic source used for the purpose of displaying the
applicable rate, opposite the caption “Federal funds
(effective)” for that Business Day. If a rate for that
Business Day does not appear on H.15 Daily Update by
5:00 p.m., New York City time, on the Reset Date, the
Calculation Agent will request five leading brokers (which may
include the related Dealers or their affiliates) of federal
funds transactions in the City of New York selected by the
Calculation Agent (after consultation with Xxxxxxx Mac, if
Xxxxxxx Mac is not then acting as Calculation Agent) each to
provide a quotation of the broker’s rate for the last
transaction in overnight federal funds arranged by the broker as
of 11:00 a.m. on that Business Day. If at least two
quotations are provided, then the Day Rate will be the
arithmetic mean determined by the Calculation Agent of the
quotations obtained (and, if five quotations are provided,
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event
of equality, one of the lowest)); and
(z) The Day Rate for a day other than a Business Day will
be the rate for the preceding Business Day, whether or not the
Business Day falls within the relevant
Seven-Day
Period, determined in accordance with the provisions of
subclause (y) above; and
25
(3) if the Day Rate for each day in the
Seven-Day
Period is not so determined pursuant to either clause (1)
or (2) above, then the Federal Funds Rate (Weekly Average)
as of such Reset Date will be the Federal Funds Rate (Weekly
Average) determined for the immediately preceding Reset Date. If
the applicable Reset Date is the first Reset Date, then the rate
of interest payable for the new Interest Reset Period will be
the initial interest rate.
(j) Fixed/Variable Rate Debt Securities
Fixed/Variable Rate Debt Securities shall bear interest at a
single fixed rate for one or more specified periods and at a
rate determined by reference to one or more Indices, or
otherwise, for one or more other specified periods.
Fixed/Variable Rate Debt Securities also may bear interest at a
rate that Xxxxxxx Mac may elect to convert from a fixed rate to
a variable rate or from a variable rate to a fixed rate, if so
provided in the applicable Supplemental Agreement.
If Xxxxxxx Mac may convert the interest rate on a Fixed/Variable
Rate Debt Security from a fixed rate to a variable rate, or from
a variable rate to a fixed rate, accrued interest for each
Interest Payment Period may be calculated using an accrued
interest factor in the manner described in
Section 2.07(i)(E).
(k) Zero Coupon Debt Securities
Zero Coupon Debt Securities shall not bear interest.
(l) Amortizing Debt Securities
Amortizing Debt Securities are those on which Xxxxxxx Mac makes
periodic payments of principal during the terms of such Debt
Securities as described in the related Supplemental Agreement.
(m) Debt Securities with Variable Principal Repayment
Amounts
Variable Principal Repayment Amount Debt Securities are those on
which the amount of principal payable is determined with
reference to an index specified in the related Supplemental
Agreement.
(n) Range Accrual Debt Securities
Range Accrual Debt Securities are those on which no interest may
accrue during periods when the applicable index is outside a
specified range as described in the related Supplemental
Agreement.
Section 2.08. Business Day Convention.
Unless otherwise specified in the applicable Supplemental
Agreement, in any case in which an Interest Payment Date or
Principal Payment Date is not a Business Day, payment of any
interest on or the principal of the Debt Securities shall not be
made on such date but shall be made on the next Business Day
with the same force and effect as if made on such Interest
Payment Date or Principal Payment Date, as the case may be.
Unless otherwise provided in the applicable Supplemental
Agreement, no interest on such payment shall accrue for the
period
26
from and after such Interest Payment Date or Principal Payment
Date, as the case may be, to the actual date of such payment.
Section 2.09. Targeted Registered Issues.
Any Debt Securities that are Targeted Registered Debt Securities
shall be considered to be “targeted to foreign
markets” as provided under Treasury Department regulations.
Section 2.10. Reopened Issues and Repurchases.
Xxxxxxx Mac reserves the right, in its discretion and at any
time, to offer additional Debt Securities which have the same
terms (other than Issue Date, interest commencement date and
issue price) and conditions as Debt Securities for which
settlement has previously occurred or been scheduled so as to
form a single series of Debt Securities as specified in the
applicable Supplemental Agreement.
Xxxxxxx Mac reserves the right, in its discretion and at any
time, to purchase Debt Securities or otherwise acquire (either
for cash or in exchange for securities) some or all of an issue
of Debt Securities at any price or prices in the open market or
otherwise. Such Debt Securities may be held, resold or canceled
by Xxxxxxx Mac.
ARTICLE III
Form;
Clearance and Settlement Procedures
Section 3.01. Form of Fed Book-Entry Debt Securities.
(a) General
Fed Book-Entry Debt Securities shall be issued and maintained
only on the Fed Book-Entry System. Fed Book-Entry Debt
Securities shall not be exchangeable for definitive Debt
Securities. The Book-Entry Rules are applicable to Fed
Book-Entry Debt Securities.
(b) Title
Fed Book-Entry Debt Securities shall be held of record only by
Holding Institutions. Such entities whose names appear on the
book-entry records of a Federal Reserve Bank as the entities to
whose accounts Fed Book-Entry Debt Securities have been
deposited shall be the Holders of such Fed Book-Entry Debt
Securities. The rights of the Beneficial Owner of a Fed
Book-Entry Debt Security with respect to Xxxxxxx Mac and the
Federal Reserve Banks may be exercised only through the Holder
of the Fed Book-Entry Debt Security. Xxxxxxx Mac and the Federal
Reserve Banks shall have no direct obligation to a Beneficial
Owner of a Fed Book-Entry Debt Security that is not also the
Holder of the Fed Book-Entry Debt Security. The Federal Reserve
Banks shall act only upon the instructions of the Holder in
recording transfers of a Debt Security maintained on the Fed
Book-Entry System. Xxxxxxx Mac and the Federal Reserve Banks may
treat the Holders as the absolute owners of Fed Book-Entry Debt
Securities for the purpose of making payments in respect thereof
and for all other purposes, whether or not such Fed Book-Entry
Debt Securities shall be overdue and notwithstanding any notice
to the contrary.
The Holders and each other financial intermediary holding such
Fed Book-Entry Debt Securities directly or indirectly on behalf
of the Beneficial Owners shall have the responsibility of
remitting payments for the accounts of their customers. All
payments on Fed Book-Entry Debt Securities shall be subject to
any applicable law or regulation.
27
(c) Fiscal Agent
The FRBNY shall be the Fiscal Agent for Fed Book-Entry Debt
Securities.
In acting under the Fiscal Agency Agreement, the FRBNY shall act
solely as Fiscal Agent of Xxxxxxx Mac and does not assume any
obligation or relationship of agency or trust for or with any
Holder of a Fed Book-Entry Debt Security.
Section 3.02. Form of Registered Debt Securities.
(a) General
As specified in the applicable Supplemental Agreement,
Registered Debt Securities shall be deposited with (i) a
custodian for, and registered in the name of a nominee of, DTC,
or (ii) a Common Depositary, and registered in the name of
such Common Depositary or a nominee of such Common Depositary.
(b) Title
The person in whose name a Registered Debt Security is
registered in the Register shall be the Holder of such
Registered Debt Security. Beneficial interests in a Registered
Debt Security shall be represented, and transfers thereof shall
be effected, only through book-entry accounts of financial
institutions acting on behalf of the Beneficial Owners of such
Registered Debt Security, as a direct or indirect participant in
the applicable clearing system for such Registered Debt Security.
Xxxxxxx Mac, the Global Agent and the Registrar may treat the
Holders as the absolute owners of Registered Debt Securities for
the purpose of making payments and for all other purposes,
whether or not such Registered Debt Securities shall be overdue
and notwithstanding any notice to the contrary. Owners of
beneficial interests in a Registered Debt Security shall not be
considered by Xxxxxxx Mac, the Global Agent or the Registrar as
the owner or Holder of such Registered Debt Security and, except
as provided in Section 4.02(a), shall not be entitled to
have Debt Securities registered in their names and shall not
receive or be entitled to receive definitive Debt Securities.
Any Beneficial Owner shall rely on the procedures of the
applicable clearing system and, if such Beneficial Owner is not
a participant therein, on the procedures of the participant
through which such Beneficial Owner holds its interest, to
exercise any rights of a Holder of such Registered Debt
Securities.
Payments by DTC participants to Beneficial Owners of DTC
Registered Debt Securities held through DTC participants shall
be the responsibility of such participants. Payments with
respect to Other Registered Debt Securities held through
Euroclear, Clearstream, Luxembourg or any other applicable
clearing system shall be credited to Euroclear participants,
Clearstream, Luxembourg participants or participants of any
other applicable clearing system in accordance with the relevant
system’s rules and procedures.
(c) Global Agent
In acting under the Global Agency Agreement, the Global Agent
acts solely as a fiscal agent of Xxxxxxx Mac and does not assume
any obligation or relationship of agency or trust for or with
any Holder of a Registered Debt Security, except that any moneys
held by the Global Agent for payment on a Registered Debt
Security shall be held in trust for the Holder as provided in
the Global Agency Agreement.
28
(d) Registrar
In acting under the Global Agency Agreement, the Registrar does
not assume any obligation or relationship of agency or trust
for, or with, any Holder of a Registered Debt Security.
Section 3.03. Clearance and Settlement Procedures.
(a) General
Unless otherwise provided in the applicable Supplemental
Agreement:
(i) Most Debt Securities denominated and payable in
U.S. dollars and distributed within the United States shall
clear and settle through the Fed Book-Entry System.
(ii) Most Debt Securities denominated and payable in
U.S. dollars and distributed simultaneously within and
outside of the United States, including all Reference
Securities, shall clear and settle, within the United States,
through the Fed Book-Entry System and, outside of the United
States, through the systems operated by Euroclear, Clearstream,
Luxembourg
and/or any
other designated clearing system.
(iii) Debt Securities denominated or payable in a Specified
Currency other than U.S. dollars (and Debt Securities
denominated and payable in U.S. dollars that are not
cleared and settled in accordance with clauses (i) and
(ii) above) and distributed solely within the United States
shall clear and settle through the system operated by DTC.
(iv) Debt Securities denominated or payable in a Specified
Currency other than U.S. dollars (and Debt Securities
denominated and payable in U.S. dollars that are not
cleared and settled in accordance with clauses (i) and
(ii) above) and distributed simultaneously within and
outside of the United States shall clear and settle through the
systems operated by DTC, Euroclear, Clearstream, Luxembourg
and/or any
other designated clearing system.
(v) Debt Securities, irrespective of the Specified Currency
in which such Debt Securities are denominated or payable,
distributed solely outside of the United States shall clear and
settle through the systems operated by Euroclear, Clearstream,
Luxembourg
and/or any
other designated clearing system or, in certain cases, DTC.
(b) Primary Distribution
(i) General. On initial issue, Debt
Securities shall be credited through one or more of the systems
specified below or any other system specified in the applicable
Supplemental Agreement.
(ii) Federal Reserve Banks. Fed Book-Entry Debt
Securities shall be issued and settled through the
Fed-Book-Entry System in
same-day
funds and shall be held by designated Holding Institutions.
After initial issue, all Fed Book-Entry Debt Securities shall
continue to be held by such Holding Institutions in the Fed
Book-Entry System unless arrangements are made for the transfer
thereof to another Holding Institution. Fed Book-Entry Debt
Securities shall not be exchangeable for definitive Debt
Securities.
(iii) DTC. DTC participants acting on behalf of
investors holding DTC Registered Debt Securities through DTC
shall follow the delivery practices applicable to securities
eligible for DTC’s
Same-Day
Funds Settlement System. DTC Registered Debt Securities
29
shall be credited to DTC participants’ securities accounts
following confirmation of receipt of payment to Xxxxxxx Mac on
the relevant Issue Date.
(iv) Euroclear and Clearstream, Luxembourg.
Investors holding Other Registered Debt Securities through
Euroclear, Clearstream, Luxembourg or such other clearing system
shall follow the settlement procedures applicable to
conventional Eurobonds in registered form. Such Other Registered
Debt Securities shall be credited to Euroclear, Clearstream,
Luxembourg or such other clearing system participants’
securities accounts either on the relevant Issue Date or on the
settlement day following the relevant Issue Date against payment
in same-day
funds (for value on the relevant Issue Date).
(c) Secondary Market Transfers
(i) Fed Book-Entry Debt
Securities. Transfers of Fed Book-Entry Debt
Securities shall take place only in book-entry form on the Fed
Book-Entry System. Such transfers shall occur between Holding
Institutions in accordance with the rules of the Fed Book-Entry
System.
(ii) Registered Debt Securities. Transfers of
beneficial interests in Registered Debt Securities within the
various systems that may be clearing and settling interests
therein shall be made in accordance with the usual rules and
operating procedures of the relevant system applicable to the
Specified Currency in which such Registered Debt Securities are
denominated or payable and the nature of the transfer.
(iii) Xxxxxxx Mac shall not bear responsibility for the
performance by any system or the performance of the
system’s respective direct or indirect participants or
accountholders of the respective obligations of such
participants or account holders under the rules and procedures
governing such system’s operations.
ARTICLE IV
Payments,
Exchange for Definitive Debt Securities
Section 4.01. Payments.
(a) Payments on Fed Book-Entry Debt Securities
Payments of principal of and any interest on Fed Book-Entry Debt
Securities shall be made in U.S. dollars (except as
otherwise provided in the applicable Supplemental Agreement) on
the applicable payment dates to Holders thereof as of the end of
the Business Day preceding each such payment date. Payments on
Fed Book-Entry Debt Securities shall be made by credit of the
payment amount to the Holders’ accounts at the relevant
Federal Reserve Bank. All payments to or upon the order of a
Holder shall be valid and effective to discharge the liability
of Xxxxxxx Mac in respect of the related Fed Book-Entry Debt
Securities.
(b) Payments on Registered Debt Securities
(i) Payments in respect of Registered Debt Securities shall
be made to DTC, Euroclear, Clearstream, Luxembourg or any other
applicable clearing system, or their respective nominees, as the
case may be, as the Holders thereof. Except as provided in
Section 2.03(c) and Article VII hereof, such payments
shall be made in the Specified Payment Currency. All payments to
or upon the order of the Holder of a Registered Debt Security
shall be valid and effective to discharge the liability of
Xxxxxxx Mac in respect of
30
such Registered Debt Security. Ownership positions within each
system shall be determined in accordance with the normal
conventions observed by such system. Xxxxxxx Mac, the Global
Agent and the Registrar shall not have any responsibility or
liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests in a
Registered Debt Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership
interests.
(ii) Interest on a Registered Debt Security shall be paid
on the applicable Interest Payment Date. Such interest payment
shall be made to the Holder of such Registered Debt Security as
of the close of business on the related Record Date. The first
payment of interest on any Registered Debt Security originally
issued between a Record Date and the related Interest Payment
Date shall be made on the Interest Payment Date following the
next Record Date to the Holder on such next Record Date. The
principal of each Registered Debt Security, together with
accrued and unpaid interest thereon, shall be paid to the Holder
thereof against presentation and surrender of such Registered
Debt Security.
(iii) All payments on Registered Debt Securities are
subject to any applicable law or regulation. If a payment
outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions, payments in
respect of the related Registered Debt Securities shall be made
at the office of any paying agent in the United States.
Section 4.02. Exchange for Definitive Debt
Securities.
In the event that Xxxxxxx Mac issues definitive Debt Securities
in exchange for Registered Debt Securities issued in global
form, such definitive Debt Securities shall have terms identical
to the Registered Debt Securities for which they were exchanged
except as described below.
(a) Issuance of Definitive Debt Securities
Unless otherwise provided in the applicable Supplemental
Agreement, beneficial interests in Registered Debt Securities
issued in global form shall be subject to exchange for
definitive Debt Securities only if such exchange is permitted by
applicable law and (i) in the case of a DTC Registered Debt
Security, DTC notifies Xxxxxxx Mac that it is no longer willing
or able to discharge properly its responsibilities as depositary
with respect to such DTC Registered Debt Security, or ceases to
be a “clearing agency” registered under the Securities
Exchange Act of 1934 (if so required), or is at any time no
longer eligible to act as such, and in each case Xxxxxxx Mac is
unable to locate a successor within 90 calendar days of
receiving notice of such ineligibility on the part of DTC;
(ii) in the case of any Other Registered Debt Security, if
all of the systems through which it is cleared or settled are
closed for business for a continuous period of 14 calendar days
(other than by reason of holidays, statutory or otherwise) or
are permanently closed for business or have announced an
intention permanently to cease business and in any such
situations Xxxxxxx Mac is unable to locate a single successor
within 90 calendar days of such closure; (iii) a Holder has
instituted a judicial proceeding in a court to enforce its
rights under such Registered Debt Security and such Holder has
been advised by counsel that in connection with such proceeding
it is necessary for such Holder to obtain possession of
definitive Debt Securities; (iv) Xxxxxxx Mac (at its
discretion), upon the request of a Holder and at such
Holder’s expense, elects to issue definitive Debt
Securities; or (v) Xxxxxxx Mac (at its discretion) elects
to issue definitive Debt Securities. In such circumstances,
Xxxxxxx Mac shall
31
cause sufficient definitive Debt Securities to be executed and
delivered as soon as practicable (and in any event within 45
calendar days of Xxxxxxx Mac’s receiving notice of the
occurrence of such circumstances) to the Global Agent or its
agent for completion, authentication and delivery to the
relevant registered holders of such definitive Debt Securities.
A person having an interest in a DTC Registered Debt Security or
Other Registered Debt Security issued in global form shall
provide Xxxxxxx Mac or the Global Agent with a written order
containing instructions and such other information as Xxxxxxx
Mac or the Global Agent may require to complete, execute and
deliver such definitive Debt Securities in authorized
denominations.
(b) Title
The person in whose name a definitive Debt Security is
registered in the Register shall be the “Holder”
of such definitive Debt Security. Xxxxxxx Mac, the Global
Agent and the Registrar may treat the Holders as the absolute
owners of definitive Debt Securities for the purpose of making
payments and for all other purposes, whether or not such
definitive Debt Securities shall be overdue and notwithstanding
any notice to the contrary.
(c) Payments
Interest on a definitive Debt Security shall be paid on the
applicable Interest Payment Date. Such interest payments shall
be made by check mailed to the Holder thereof at the close of
business on the Record Date preceding such Interest Payment Date
at such Holder’s address appearing in the Register. The
principal of each definitive Debt Security, together with
accrued and unpaid interest thereon, shall be due on the
Principal Payment Date (subject to the right of the Holder
thereof on the related Record Date to receive interest due on an
Interest Payment Date that is on or prior to such Principal
Payment Date) and shall be paid against presentation and
surrender of such definitive Debt Security at the offices of the
Global Agent or other paying agent. Payments on the Principal
Payment Date shall be made by check provided at the appropriate
office of the Global Agent or other paying agent or mailed by
the Global Agent to the Holder of such definitive Debt Security.
U.S. dollar checks shall be drawn on a bank in the United
States. Checks in a Specified Payment Currency other than
U.S. dollars shall be drawn on a bank office located
outside the United States.
Notwithstanding the provisions described in the preceding
paragraph relating to payments by check, the Holder of an
aggregate principal amount of at least $10,000,000 of an issue
of Debt Securities of which definitive Debt Securities form a
part (or, in the case of a definitive Debt Security denominated
in a Specified Currency other than U.S. dollars, the
Specified Currency equivalent of at least $10,000,000) may elect
to receive payments thereon by wire transfer of immediately
available funds in the Specified Payment Currency to an account
in such Specified Payment Currency with a bank designated by
such Holder that is acceptable to Xxxxxxx Mac; provided, that
such bank has appropriate facilities therefor and accepts such
transfer and such transfer is permitted by any applicable law or
regulation and will not subject Xxxxxxx Mac to any liability,
requirement or unacceptable charge. In order for such Holder to
receive such payments, the relevant paying agent (including the
Global Agent) must receive at its office from such Holder
(i) in the case of payments on an Interest Payment Date, a
written request therefor not later than the close of business on
the related Record Date; or (ii) in the case of payments on
the Principal Payment Date, a written request therefor not later
than the close of business on the date 15 days prior to
such Principal Payment Date and the related definitive Debt
Security not later than two Business Days prior to such
Principal Payment Date. Such written request must be
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delivered to the relevant paying agent (including the Global
Agent) by mail, by hand delivery or by tested or authenticated
telex. Any such request shall remain in effect until the
relevant paying agent receives written notice to the contrary.
All payments on definitive Debt Securities shall be subject to
any applicable law or regulation. If a payment outside the
United States is illegal or effectively precluded by exchange
controls or similar restrictions, payments in respect of the
related definitive Debt Securities may be made at the office of
any paying agent in the United States.
(d) Partial Redemption
Definitive Debt Securities subject to redemption in part by
Xxxxxxx Mac shall be selected by the Global Agent by lot or in
such other manner as the Global Agent deems fair and
appropriate, subject to the requirement that the principal
amount of each outstanding definitive Debt Security after such
redemption is in an authorized denomination.
(e) Transfer and Exchange
Definitive Debt Securities shall be presented for registration
of transfer or exchange (with the form of transfer included
thereon properly endorsed, or accompanied by a written
instrument of transfer, with such evidence of due authorization
and guaranty of signature as may be required by the Registrar,
duly executed) at the office of the Registrar or any other
transfer agent upon payment of any taxes and other governmental
charges and other amounts, but without payment of any service
charge to the Registrar or such transfer agent for such transfer
or exchange. A transfer or exchange shall not be effective
unless, and until, recorded in the Register.
A transfer or exchange of a definitive Debt Security shall be
effected upon satisfying the Registrar with regard to the
documents and identity of the person making the request and
subject to such reasonable regulations as Xxxxxxx Mac may from
time to time agree with the Registrar. Such documents may
include forms prescribed by U.S. tax authorities to
establish the applicability of, or the exemption from,
withholding or other taxes regarding the transferee Holder.
Definitive Debt Securities may be transferred or exchanged in
whole or in part only in the authorized denominations of the DTC
Registered Debt Securities or Other Registered Debt Securities
issued in global form for which they were exchanged. In the case
of a transfer of a definitive Debt Security in part, a new
definitive Debt Security in respect of the balance not
transferred shall be issued to the transferor. In addition,
replacement of mutilated, destroyed, stolen or lost definitive
Debt Securities also is subject to the conditions discussed
above with respect to transfers and exchanges generally. Each
new definitive Debt Security to be issued upon transfer of such
a definitive Debt Security, as well as the definitive Debt
Security issued in respect of the balance not transferred, shall
be mailed to such address as may be specified in the form or
instrument of transfer at the risk of the Holder entitled
thereto in accordance with the customary procedures of the
Registrar.
ARTICLE V
Secured
Debt Securities
If so provided in the applicable Supplemental Agreement, the
indebtedness represented by certain Debt Securities shall be
secured obligations of Xxxxxxx Mac. In such event, the
description of the security interest and the terms of the grant
of the security interest shall be set forth in the applicable
Supplemental Agreement.
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ARTICLE VI
Currency
Conversions
Section 6.01. Currency Conversions for DTC Registered
Debt Securities.
(a) In the case of DTC Registered Debt Securities whose
Specified Payment Currency is other than U.S. dollars, the
Currency Exchange Bank specified in the applicable Supplemental
Agreement, for Holders of such DTC Registered Debt Securities,
shall convert any amounts paid by Xxxxxxx Mac in such Specified
Payment Currency into U.S. dollars, unless such Holders
elect to receive payments in such Specified Payment Currency as
hereinafter described. Xxxxxxx Mac shall have no responsibility
for the conversion of the Specified Payment Currency for such
DTC Registered Debt Securities into U.S. dollars.
(b) The U.S. dollar amount to be received by a Holder
of a DTC Registered Debt Security in respect of which payments
are to be converted from the Specified Payment Currency into
U.S. dollars shall be determined by the Currency Exchange
Bank in the morning of the day that would be considered the date
for “spot” settlement of the Specified Payment
Currency on the applicable payment date in accordance with
market convention (generally two New York business days prior to
such payment date) at the market rate determined by the Currency
Exchange Bank to accomplish the conversion on such payment date
of the aggregate amount of the Specified Payment Currency
payable in respect of DTC Registered Debt Securities scheduled
to receive payments converted into U.S. dollars. All
currency exchange costs shall be borne by the Holders of such
DTC Registered Debt Securities (and, accordingly, by the related
Beneficial Owners) by deductions from such payments. In the
event all or any portion of a Specified Payment Currency is not
convertible into U.S. dollars, Holders of such DTC
Registered Debt Securities shall receive payment in the
Specified Payment Currency.
(c) A Holder of a DTC Registered Debt Security to be paid
in a Specified Payment Currency other than U.S. dollars
shall have the option to receive payments of the principal of
and any interest on such DTC Registered Debt Security in the
Specified Payment Currency by notifying DTC no later than the
third New York business day after the related Record Date, in
the case of payments on an Interest Payment Date, or the date
12 days prior to the Principal Payment Date, in the case of
payments on the Principal Payment Date.
ARTICLE VII
Events of
Default and Remedies
Section 7.01. Events of Default.
(a) An Event of Default with respect to a specific issue of
Debt Securities shall consist of (i) any failure by Xxxxxxx
Mac to pay to Holders of such Debt Securities any required
payment that continues unremedied for 30 days;
(ii) any failure by Xxxxxxx Mac to perform in any material
respect any other covenant or agreement in this Agreement, which
failure continues unremedied for 60 days after the giving
of notice of such failure to Xxxxxxx Mac by the Holders of not
less than 25% of the outstanding principal amount (or notional
principal amount) of such Debt Securities; (iii) a court
having jurisdiction in the premises shall enter a decree or
order for relief in respect of Xxxxxxx Mac in an involuntary
case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or appoint a receiver,
liquidator, assignee, custodian, or sequestrator (or other
similar official) of Xxxxxxx Mac or for all or substantially all
of its property, or order the winding up or liquidation of its
affairs, and such
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decree or order shall remain unstayed and in effect for a period
of 60 consecutive days; or (iv) Xxxxxxx Mac shall commence
a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or shall consent
to the entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee,
custodian, or sequestrator (or other similar official) of
Xxxxxxx Mac or any substantial part of its property, or shall
make any general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due.
The appointment of a conservator (or other similar official) by
a regulator having jurisdiction over Xxxxxxx Mac, whether or not
Xxxxxxx Mac consents to such appointment, will not constitute an
Event of Default. Any payment made in U.S. dollars or in
euros as provided under Section 2.03(c)(i) shall not
constitute an Event of Default.
(b) Any event associated with EMU (an “EMU
Event”) shall not give rise to an Event of Default. An EMU
Event may include, without limitation, each (and any
combination) of (i) the fixing of exchange rates between
the currency of a member state of the European Union and euros
or between the currencies of member states of the European
Union; (ii) the introduction of euros as lawful currency in
a member state of the European Union; or (iii) the
disappearance or replacement of a relevant rate option or other
price source for the national currency of any member state of
the European Union, or the failure of the agreed sponsor (or a
successor sponsor) to publish or display a relevant rate, index,
price, page or screen.
Section 7.02. Rights Upon Event of Default.
(a) As long as an Event of Default under this Agreement
remains unremedied, Holders of not less than 50% of the
outstanding principal amount (or notional principal amount) of
an issue of Debt Securities to which such Event of Default
relates may, by written notice to Xxxxxxx Mac, declare such Debt
Securities due and payable and accelerate the maturity of such
Debt Securities. Upon such acceleration, the principal amount of
such Debt Securities and the interest accrued thereon shall be
due and payable.
(b) No Holder has any right under this Agreement to
institute any action or proceeding at law or in equity or in
bankruptcy or otherwise, or for the appointment of a receiver or
trustee, or for any other remedy, unless (i) such Holder
previously has given to Xxxxxxx Mac written notice of an Event
of Default and of the continuance thereof; (ii) the Holders
of not less than 50% of the outstanding principal amount (or
notional principal amount) of an issue of Debt Securities to
which such Event of Default relates have given written notice to
Xxxxxxx Mac of such Event of Default; and (iii) such Event
of Default continues uncured for a period of 60 days
following such notice. No Holder of an issue of Debt Securities
has any right in any manner whatsoever by virtue of or by
availing itself of any provision of this Agreement to affect,
disturb or prejudice the rights of any other such Holder, or to
obtain or seek to obtain preference or priority over any other
such Holder or to enforce any right under this Agreement, except
in the manner provided in this Agreement and for the ratable and
common benefit of all such Holders.
(c) Prior to or after the institution of any action or
proceeding relating to an issue of Debt Securities, the Holders
of not less than 50% of the outstanding principal amount (or
notional principal amount) of such Debt Securities may waive an
Event of Default, whether or not it has resulted in a
declaration of an acceleration of the maturity of such Debt
Securities, and may rescind and annul any previously declared
acceleration.
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(d) Whenever in this Agreement it is provided that the
Holders of a specified percentage in outstanding principal
amount (or notional principal amount) of an issue of Debt
Securities may take any action (including the making of any
demand or request, or the giving of any authorization, notice,
consent or waiver), the fact that at the time of taking any such
action the Holders of such specified percentage have joined
therein may be evidenced by a writing, or any number of writings
of similar tenor, executed by Holders in person, or by an agent
or proxy appointed in writing.
ARTICLE VIII
Miscellaneous
Provisions
Section 8.01. Limitations on Liability of Xxxxxxx Mac
and Others.
Neither Xxxxxxx Mac nor any of its directors, officers,
employees or agents shall be under any liability to the Holders
or Beneficial Owners for any action taken, or not taken, by them
in good faith under this Agreement or for errors in judgment.
This provision will not protect Xxxxxxx Mac or any other related
person against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence or
by reason of reckless disregard of obligations and duties under
this Agreement. Xxxxxxx Mac and such related persons shall have
no liability of whatever nature for special, indirect or
consequential damages, lost profits or business, or any other
liability or claim (other than for direct damages), even if
reasonably foreseeable or Xxxxxxx Mac has been advised of the
possibility of such loss, damage, liability or claim.
In performing its responsibilities under this Agreement, Xxxxxxx
Mac may employ agents or independent contractors. Except upon an
Event of Default (as defined herein), Xxxxxxx Mac shall not be
subject to the control of Holders in any manner in the discharge
of its responsibilities pursuant to this Agreement.
Xxxxxxx Mac shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to
its responsibilities under this Agreement and which in its
opinion may involve it in any expense or liability. However,
Xxxxxxx Mac may in its discretion undertake any such legal
action which it may deem necessary or desirable in the interests
of the Holders. In such event, the legal expenses and costs of
such action shall be expenses and costs of Xxxxxxx Mac.
Section 8.02. Binding Effect of this Agreement.
(a) By receiving and accepting a Debt Security, each
Holder, financial intermediary and Beneficial Owner of such Debt
Security unconditionally agrees, without any signature or
further manifestation of assent, to be bound by the terms and
conditions of this Agreement, as supplemented, modified or
amended pursuant to its terms.
(b) This Agreement shall be binding upon and inure to the
benefit of any successor to Xxxxxxx Mac.
Section 8.03. Replacement.
Any Registered Debt Security in definitive form that becomes
mutilated, destroyed, stolen or lost shall be replaced by
Xxxxxxx Mac at the expense of the Holder upon delivery to the
Global Agent of evidence of the destruction, theft or loss
thereof, and an indemnity satisfactory to Xxxxxxx Mac and the
Global Agent. Upon the issuance of any substituted Registered
Debt
36
Security, Xxxxxxx Mac or the Global Agent may require the
payment by the Holder of a sum sufficient to cover any taxes and
expenses connected therewith.
Section 8.04. Conditions to Payment, Transfer or
Exchange.
Xxxxxxx Mac, its agent or any other person potentially required
to withhold with respect to payments on a Debt Security shall
have the right to require a Holder of a Debt Security, as a
condition to payment of principal of or interest on such Debt
Security, or as a condition to transfer or exchange of such Debt
Security, to present at such place as Xxxxxxx Mac, its agent or
such other person shall designate a certificate in such form as
Xxxxxxx Mac, its agent or such other person may from time to
time prescribe, to enable Xxxxxxx Mac, its agent or such other
person to determine its duties and liabilities with respect to
(i) any taxes, assessments or governmental charges which
Xxxxxxx Mac, any Federal Reserve Bank, the Global Agent or such
other person, as the case may be, may be required to deduct or
withhold from payments in respect of such Debt Security under
any present or future law of the United States or jurisdiction
therein or any regulation or interpretation of any taxing
authority thereof; and (ii) any reporting or other
requirements under such laws, regulations or interpretations.
Xxxxxxx Mac, its agent or such other person shall be entitled to
determine its duties and liabilities with respect to such
deduction, withholding, reporting or other requirements on the
basis of information contained in such certificate or, if no
certificate shall be presented, on the basis of any presumption
created by any such law, regulation or interpretation, and shall
be entitled to act in accordance with such determination.
Section 8.05. Amendment.
(a) Xxxxxxx Mac may modify, amend or supplement this
Agreement and the terms of an issue of Debt Securities, without
the consent of the Holders or Beneficial Owners, (i) to
cure any ambiguity, or to correct or supplement any defective
provision or to make any other provision with respect to matters
or questions arising under this Agreement or the terms of any
Debt Security that are not inconsistent with any other provision
of this Agreement or the Debt Security; (ii) to add to the
covenants of Xxxxxxx Mac for the benefit of the Holders or
surrender any right or power conferred upon Xxxxxxx Mac;
(iii) to evidence the succession of another entity to
Xxxxxxx Mac and its assumption of the covenants of Xxxxxxx Mac;
(iv) to conform the terms of an issue of Debt Securities or
cure any ambiguity or discrepancy resulting from any changes in
the Book-Entry Rules or any regulation or document that are
applicable to book-entry securities of Xxxxxxx Mac; (v) to
increase the amount of an issue of Debt Securities as
contemplated under Section 2.07; or (vi) in any other
manner that Xxxxxxx Mac may determine and that will not
adversely affect in any material respect the interests of
Holders or Beneficial Owners at the time of such modification,
amendment or supplement.
(b) In addition, either (i) with the written consent
of the Holders of at least a majority of the aggregate then
outstanding principal amount or notional principal amount of an
issue of Debt Securities affected thereby, excluding any such
Debt Securities owned by Xxxxxxx Mac; or (ii) by the
adoption of a resolution at a meeting of Holders at which a
quorum is present, by the Holders of at least a majority of the
aggregate then outstanding principal amount or notional
principal amount of an issue of Debt Securities represented at
such meeting, excluding any such Debt Securities owned by
Xxxxxxx Mac, Xxxxxxx Mac may from time to time and at any time
modify, amend or supplement the terms of an issue of Debt
Securities for the purpose of adding any provisions to or
changing in any manner or eliminating any provisions of such
Debt
37
Securities or modifying in any manner the rights of the Holders;
provided, however, that no such modification, amendment or
supplement may, without the written consent or affirmative vote
of each Holder of a Debt Security; (A) change the Maturity
Date or any Interest Payment Date of such Debt Security;
(B) materially modify the redemption or repayment
provisions, if any, relating to the redemption or repayment
price of, or any redemption or repayment date or period for,
such Debt Security; (C) reduce the principal amount of,
delay the principal payment of, or materially modify the rate of
interest or the calculation of the rate of interest on, such
Debt Security; (D) in the case of Registered Debt
Securities only, change the Specified Payment Currency of such
Registered Debt Security; or (E) reduce the percentage of
Holders whose consent or affirmative vote is necessary to
modify, amend or supplement the terms of the relevant issue of
Debt Securities. A quorum at any meeting of Holders called to
adopt a resolution shall be Holders entitled to vote a majority
of the then aggregate outstanding principal amount or notional
principal amount of an issue of such Debt Securities called to
such meeting and, at any reconvened meeting adjourned for lack
of a quorum, 25% of the then aggregate outstanding principal
amount or notional principal amount of such issue of Debt
Securities, in both cases excluding any such Debt Securities
owned by Xxxxxxx Mac. It shall not be necessary for the Holders
to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent or resolution approves the
substance of such change. If any modification, amendment or
supplement of the terms of an issue of Debt Securities that have
been separated into Interest and Principal Components requires
the consent of Holders, only the Holders of the Principal
Components will be entitled to give or withhold that consent.
Holders of Interest Components will have no right to give or
withhold such consent.
(c) The “principal amount,” for purposes of the
preceding paragraph, for a Debt Security that is a Zero Coupon
Debt Security or for a Debt Security issued at an “issue
price” of 80% or less of its principal amount will be equal
to (i) the issue price of such Debt Security; plus
(ii) the original issue discount that has accrued from the
Issue Date of such Debt Security to the OID Determination Date;
minus (iii) any amount considered as part of the
“stated redemption price at maturity” of such Debt
Security that has been paid from the Issue Date of such Debt
Security to the OID Determination Date.
The “principal amount,” for purposes of the second
preceding paragraph, of a Debt Security whose Specified
Principal Currency is other than U.S. dollars will be the
U.S. dollar equivalent, determined on the Issue Date, of
the principal amount (or, in the case of the Debt Securities
referred to in the preceding paragraph, the amount determined in
accordance with the provisions described in such preceding
paragraph) of such Debt Security. The “principal
amount” of a Debt Security with principal determined by
reference to an Index will be described in the applicable
Supplemental Agreement.
(d) Xxxxxxx Mac may establish a record date for the
determination of Holders entitled to vote at any meeting of
Holders of Debt Securities, to grant any consent in respect of
Debt Securities and to notice with respect to any such meeting
or consent.
(e) Any instrument given by or on behalf of any Holder of a
Debt Security in connection with any consent to any such
modification, amendment or supplement shall be irrevocable once
given and shall be conclusive and binding on all subsequent
Holders of such Debt Security or any Debt Security issued,
directly or indirectly, in exchange or substitution therefor,
irrespective of whether or not notation in regard thereto is
made thereon. Any modification, amendment or supplement of this
Agreement or of the terms of Debt Securities
38
shall be conclusive and binding on all Holders of Debt
Securities affected thereby, whether or not they have given such
consent or were present at any meeting (unless by the terms of
this Agreement a written consent or an affirmative vote of such
Holders is required), and whether or not notation of such
modification, amendment or supplement is made upon the Debt
Securities.
Section 8.06. Securities Acquired by Xxxxxxx Mac.
Xxxxxxx Mac may, from time to time, repurchase or otherwise
acquire (either for cash or in exchange for newly-issued Debt
Securities) all or a portion of any issue of Debt Securities.
Any Debt Securities owned by Xxxxxxx Mac shall have an equal and
proportionate benefit under the provisions of this Agreement,
without preference, priority or distinction as among such Debt
Securities, except that in determining whether the Holders of
the required percentage of the outstanding principal amount (or
notional principal amount) of an issue of Debt Securities have
given any required demand, authorization, notice, consent or
waiver under this Agreement, any Debt Securities owned by
Xxxxxxx Mac or any person directly or indirectly controlling or
controlled by or under direct or indirect common control with
Xxxxxxx Mac shall be disregarded and deemed not to be
outstanding for the purpose of such determination.
Section 8.07. Notice.
(a) Any notice, demand or other communication which by any
provision of this Agreement is required or permitted to be given
to or served upon any Holder may be given or served in writing
by deposit thereof, postage prepaid, in the mail, addressed to
such Holder as such Holder’s name and address may appear in
the records of Xxxxxxx Mac, a Federal Reserve Bank or the
Registrar, as the case may be, or, in the case of a Holder of a
Fed Book-Entry Debt Security, by transmission to such Holder
through the communication system linking the Federal Reserve
Banks. Such notice, demand or other communication to or upon any
Holder shall be deemed to have been sufficiently given or made,
for all purposes, upon mailing or transmission.
(b) If and so long as an issue of Debt Securities is
admitted for trading on the Euro MTF Market and listed on the
Official List of the Luxembourg Stock Exchange and the rules of
the Luxembourg Stock Exchange so require, notices with respect
to such issue of Debt Securities also shall be published in a
newspaper of general circulation in Luxembourg or, if such
publication is not practical, elsewhere in Europe. Notice by
publication shall be deemed to have been given on the date of
publication or, if published more than once, on the date of
first publication.
(c) Any notice, demand or other communication which by any
provision of this Agreement is required or permitted to be given
to or served upon Xxxxxxx Mac shall be given in writing
addressed (until another address is published by Xxxxxxx Mac) as
follows: Federal Home Loan Mortgage Corporation, 0000 Xxxxx
Xxxxxx Xxxxx, XxXxxx, Xxxxxxxx 00000 Attention: General Counsel
and Secretary. Such notice, demand or other communication to or
upon Xxxxxxx Mac shall be deemed to have been sufficiently given
or made only upon actual receipt of the writing by Xxxxxxx Mac.
Section 8.08. Governing Law.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE HOLDERS AND
XXXXXXX MAC WITH RESPECT TO THE DEBT SECURITIES SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
UNITED STATES. INSOFAR AS THERE MAY BE NO APPLICABLE PRECEDENT,
AND
39
INSOFAR AS TO DO SO WOULD NOT FRUSTRATE THE PURPOSES OF THE
XXXXXXX MAC ACT OR ANY PROVISION OF THIS AGREEMENT OR THE
TRANSACTIONS GOVERNED THEREBY, THE LAWS OF THE STATE OF NEW YORK
SHALL BE DEEMED REFLECTIVE OF THE LAWS OF THE UNITED STATES.
Section 8.09. Headings.
The Article, Section and Subsection headings are for convenience
only and shall not affect the construction of this Agreement.
40