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EXHIBIT 1.1
AMENDMENT dated as of October 8, 1999 to the
Agency Agreement dated June 8, 1999, among National
Rural Utilities Cooperative Finance Corporation (the
"Company"), a District of Columbia cooperative
association, Xxxxxx Brothers Inc. (an "Agent"), Banc
of America Securities LLC (an "Agent"), Xxxxxxx,
Sachs & Co., (an "Agent"), Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated (an "Agent") and X.X.
Xxxxxx Securities Inc. (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 Company has issued and sold approximately
$1,974,272,000 aggregate principal amount of Securities pursuant to the
Agreement and the Indenture on and after June 8, 1999;
WHEREAS immediately prior to this Amendment taking effect, the
Company's Registration Statement No. 333-78931 remains effective under the Act,
with $169,257,000 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. 333-87793, previously filed with the Commission and
effective as of October 7, 1999, relating to the registration of $3,000,000,000
aggregate principal amount of Securities, and to revise the definition of
"Prospectus" to mean the prospectus supplement dated October 8, 1999, relating
to the Securities covered by the Agreement, as amended, together with the
prospectus contained in such Registration Statement.
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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 $5,143,529,000 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 $3,169,257,000.
3. The Agreement is hereby amended to delete from the
definition of "Registration Statement", Registration Statement No. 333-53819,
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.
All capitalized terms not defined herein have the meanings
assigned to them in the Agreement.
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IN WITNESS WHEREOF, the parties hereto have each caused this
Amendment to be fully executed as of the date first above written.
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
CORPORATION
by /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
and Chief Financial Officer
XXXXXX BROTHERS INC.
by /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Managing Director
BANC OF AMERICA SECURITIES LLC
by /s/ Xxxxxxxx X. Xxxx
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Name: Xxxxxxxx X. Xxxx
Title: Principal
XXXXXXX, SACHS & CO.
by /s/ Xxxxxxx, Xxxxx & Co.
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(Xxxxxxx, Sachs & Co.)
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
by /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Authorized Signatory
X.X. XXXXXX SECURITIES INC.
by /s/ Xxxxxx Xxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxx
Title: Vice President
