Amendment to Agency Agreement among National Rural Utilities Cooperative Finance Corporation and Agents (January 15, 2002)

Summary

This amendment updates the existing Agency Agreement between National Rural Utilities Cooperative Finance Corporation and several financial institutions acting as agents, including Lehman Brothers, Banc of America Securities, Goldman Sachs, J.P. Morgan Securities, and Merrill Lynch. The amendment increases the total amount of securities that may be issued and sold, updates registration statement references, revises notice procedures, and modifies certain conditions for the sale of securities. The agreement remains in effect except as specifically amended by this document.

EX-1.1 3 y56641ex1-1.txt THE AMENDMENT TO THE AGENCY AGREEMENT CONFORMED COPY AMENDMENT dated as of January 15, 2002 to the Agency Agreement dated June 8, 1999, as amended by the Amendments dated as of October 8, 1999, January 22, 2001 and June 15, 2001, among National Rural Utilities Cooperative Finance Corporation (the "Company"), a District of Columbia cooperative association, Lehman Brothers Inc. (an "Agent"), Banc of America Securities LLC (an "Agent"), Goldman, Sachs & Co. (an "Agent"), J.P. Morgan Securities Inc. (an "Agent") and Merrill Lynch, Pierce, Fenner & Smith Incorporated (an "Agent") (such Agency Agreement, the "Agreement"). WHEREAS, the parties hereto have entered into the Agreement; WHEREAS, the Agreement initially contemplated the issuance and sale by the Company from time to time of up to $2,143,529,000 aggregate principal amount of its Medium-Term Notes, Series C (the "Securities"); WHEREAS, the Agreement was amended as of October 8, 1999, January 22, 2001 and as of June 15, 2001 to increase the aggregate principal amount of the Securities permitted be issued and sold by the Company thereunder to $9,143,529,000 resulting in the aggregate principal amount of the Securities permitted to be sold on and after June 15, 2001, to $2,016,856,000; WHEREAS, the Company has issued and sold approximately $1,339,589,000 aggregate principal amount of Securities pursuant to the Agreement and the Indenture on and after June 15, 2001; WHEREAS immediately prior to this Amendment taking effect, the Company's Registration Statement No. 333-62048 remains effective under the Act, with $677,267,000 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. 333-73768, previously filed with the Commission and effective as of December 5, 2001, relating to the registration of $2,000,000,000 aggregate principal amount of Securities, and to revise the definition of "Prospectus" to mean the prospectus supplement dated December 5, 2001, relating to the Securities covered by the Agreement, as amended, together with the prospectus contained in such Registration Statement. 2. The Agreement is hereby amended to increase the aggregate principal amount of Securities which may be issued and sold from time to time by the Company thereunder to $11,143,529,000 and the aggregate principal amount of Securities which may be issued and sold from time to time thereunder on or after the date hereof to $2,677,267,000. 3. The Agreement is hereby amended to delete from the definition of "Registration Statement", Registration Statement No. 333-51306, and all amendments thereto and supplements thereof, all of the Securities registered thereby having been issued and sold by the Company. 4. The Agreement is hereby amended to direct all notices to Lehman Brothers Inc. as follows: Lehman Brothers Inc. 101 Hudson Street Jersey City, NJ 07302 Attention: Medium Term Note Department Facsimile: (201) 524-5175 (with a copy to General Counsel) 5. The Agreement is hereby amended by deleting Section 5(i) of the Agreement in its entirety and replacing it with the following: (i) There shall not have occurred (i) any suspension or material limitation in trading in securities generally on the New York Stock Exchange or any establishment of minimum prices on such exchange, (ii) any banking moratorium declared by either Federal or New York State authorities, (iii) any outbreak of hostilities involving the United States, any escalation of hostilities involving the United States, any attack on the United States or any act of terrorism in which the United States is involved, any major disruption in the settlement of securities in the United States or a declaration of a national emergency or war by the United States or (iv) such material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) the effect of which, in any such case described in clause (iii) or (iv), is, in the judgment of the relevant Agent (which, in the case of a syndicated issue, shall be the lead manager(s)), to make it impracticable or inadvisable to proceed with the solicitation of offers to purchase or the purchase or delivery of the Securities on the terms and in the manner contemplated in the Prospectus. 6. This Amendment shall become effective only on the satisfaction (or waiver by the Agents) of the conditions in Section 5 of the Agreement with respect to the Closing Date for this Amendment. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. All capitalized terms not defined herein have the meanings assigned to them in the Agreement. 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/ Steven L. Lilly -------------------------------- Name: Steven L. Lilly Title: Sr. Vice President & Chief Financial Officer LEHMAN BROTHERS INC. by /s/ Greg Hall -------------------------------- Name: Greg Hall Title: Managing Director BANC OF AMERICA SECURITIES LLC by /s/ Lily Chang -------------------------------- Name: Lily Chang Title: Principal GOLDMAN, SACHS & CO. by /s/ Goldman, Sachs & Co. -------------------------------- Name: Goldman Sachs & Co. Title: J.P. MORGAN SECURITIES INC. by /s/ Steven Christensen -------------------------------- Name: Steven Christensen Title: Vice President MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED by /s/ Diane Kenna -------------------------------- Name: Diane Kenna Title: Authorized Signatory