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Exhibit 1.1
PURCHASE AGREEMENT
December 1, 1998
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Woodland Park
0000 Xxxxxxxxxxx Xxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Senior Vice President and Chief Financial Officer
The undersigned agree to, severally, purchase the following
principal amount of the Securities described in the Agency Agreement dated June
19, 1996, and amended as of November 19, 1997, March 30, 1998, and June 17, 1998
(as it may be supplemented or amended from time to time, the "Agency Agreement")
each of the undersigned being obligated to purchase one-half of the aggregate
principal amount of such Securities:
Principal Amount: $230,000,000
Currency: U.S. dollars
Interest Rate: 5.75%
Discount: .650% of Principal Amount
Aggregate Price to
be paid to Company
(in immediately
available funds): $228,281,900
Settlement Date: December 4, 1998
Other Terms: Medium-Term Notes due 2008
Our obligation to purchase Securities hereunder is subject to
the continued accuracy of your representations and warranties contained in the
Agency Agreement and to your performance and observance in all material respects
of all applicable covenants and agreements contained therein,
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including, without limitation, your obligations pursuant to Section 7 thereof.
Our obligation hereunder is subject to the further condition that we shall
receive (a) the opinions required to be delivered pursuant to Sections 5(e) and
5(f) of the Agency Agreement, (b) the certificate required to be delivered
pursuant to Section 5(g) of the Agency Agreement and (c) the letter required to
be delivered pursuant to 5(h) of the Agency Agreement, in each case dated as of
the above Settlement Date.
In further consideration of our agreement hereunder, you agree
that between the date hereof and the above Settlement Date, you will not offer
or sell, or enter into any agreement to sell, except to your members, any debt
securities of the Company of substantially the form of the Securities.
We may terminate this Agreement, immediately upon notice to
you, at any time prior to the above Settlement Date, if prior thereto (a)
trading in securities generally on the New York Stock Exchange is suspended, or
minimum prices are established on that Exchange, or (b) a banking moratorium is
declared by either Federal or New York State authorities, or (c) the United
States is or becomes engaged in any outbreak of hostilities, an escalation of
hostilities or a national emergency or war. In the event of such termination, no
party shall have any liability to the other party hereto, except as provided in
Sections 4, 7 and 13 of the Agency Agreement.
Except as expressly designated, capitalized terms used herein
are defined in the Agency Agreement (including the exhibits thereto).
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This Agreement shall be governed by and construed in
accordance with the laws of New York.
XXXXXX BROTHERS INC.,
By /s/ XXXX XXXX
----------------------------
Name: Xxxx Xxxx
Title: Senior Vice President
XXXXXXX LYNCH, PIERCE,
XXXXXX & XXXXX INCORPORATED
By /s/ XXXXXX XXXXX
-------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
Accepted: December 1, 1998
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
By /s/ XXXXXX X. XXXXX
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
