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EXHIBIT 1.1
EXECUTION COPY
AMENDMENT dated as of November 14, 1997 to the Agency
Agreement dated June 19, 1996, among National Rural Utilities
Cooperative Finance Corporation (the "Company"), a District of
Columbia cooperative association, Xxxxxx Brothers Inc. (an
"Agent") and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated (an "Agent") (such Agency Agreement the
"Agreement").
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement initially contemplated the issuance and sale by
the Company from time to time of up to $623,599,000 aggregate principal amount
of its Medium-Term Notes, Series C (the "Securities") ;
WHEREAS, the Company has issued and sold approximately $462,308,000
aggregate principal amount of Securities pursuant to the Agreement and the
Indenture;
WHEREAS, immediately prior to this Amendment taking effect, the
Company's Registration Statement No.333-05687 remains effective under the Act
relating to the Securities, with $161,291,000 aggregate principal amount of
Securities remaining unissued and unsold under such Registration Statement;
WHEREAS, the parties hereto desire to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereto agree as follows:
1. The Agreement is hereby amended to include in the definition of
"Registration Statement", as contemplated therein in Section 1(a), Registration
Statement No. 333-[ ], previously filed with the Commission and effective as of
November [ ], 1997, relating to the registration of $250,000,000 in aggregate
principal amount of Securities, and to revise the definition of "Prospectus" to
mean the prospectus supplement dated November 14, 1997,
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relating to the Securities covered by the Agreement as amended by this
Amendment, together with the prospectus contained in such Registration
Statement.
2. The Agreement is hereby amended to increase the aggregate principal
amount of Securities which may be issued and sold from time to time by the
Company thereunder to $873,599,000 and the aggregate principal amount of
Securities which may be issued and sold from time to time thereunder on or after
the date hereof to $411,291,000.
3. The Agreement is hereby amended to delete from the definition of
"Registration Statement", Registration Statement No. 33-58445, and all
amendments thereto and supplements thereof, all of the Securities registered
thereby having been issued and sold by the Company.
4. This Amendment shall become effective only on the satisfaction (or
waiver by the Agents) of the conditions in Section 5 of the Agreement with
respect to the Closing Date for this Amendment.
Except as expressly amended hereby, the Agreement shall continue in
full force and effect in accordance with the provisions thereof as in existence
on the date hereof.
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All capitalized terms not defined herein have the meanings assigned to
them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment
to be fully executed as of the date first above written.
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
by /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President &
Chief Financial Officer
XXXXXX BROTHERS INC.
by /s/ XXXX XXXXXX
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Name: Xxxx XxXxxx
Title: Managing Director
XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX INCORPORATED
by /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Authorized Signator
