1
EXHIBIT 2
EXECUTION COPY
U.S. $1,514,926,000
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
CALCULATION AGENT AGREEMENT
This AGREEMENT dated June 17, 1998, between National
Rural Utilities Cooperative Finance Corporation, a District of
Columbia cooperative association (hereinafter called the
"Issuer"), whose principal office is at Woodland Park, 0000
Xxxxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxx 00000, and Xxxxxx Brothers
Inc., a Delaware corporation (hereinafter sometimes called the
"Calculation Agent" which term shall, unless the context shall
otherwise require, include its successors and assignees),
whose principal office is at 3 World Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000-0000.
WHEREAS (A) The Issuer proposes to issue from time to time an
aggregate principal amount of up to $1,514,926,000 of Medium-Term Notes, Series
C (the "Notes") entitled to the benefits of the Indenture dated as of December
15, 1987 (as supplemented by the First Supplemental Indenture dated as of
October 1, 1990 and as it may be supplemented or amended from time to time, the
"Indenture"), between the Issuer and Xxxxxx Trust and Savings Bank, as successor
Trustee;
(B) Each Note will bear interest at either (a) a fixed rate or (b) a
floating rate determined by reference to an interest rate formula (the "Floating
Rate Notes");
NOW IT IS HEREBY AGREED THAT,
1. Terms defined in the "Description of Securities" and "Description
of the Medium-Term Notes" shall bear the same meanings herein unless the context
otherwise requires. The "Description of Securities" means the terms and
conditions of the Notes as set forth in the Prospectus, dated June 5, 1998, as
supplemented by a Prospectus Supplement, dated June 16, 1998, relating to the
Notes. The "Description of the Medium-Term Notes" means the terms and conditions
of the Notes as set forth in the Prospectus Supplement, dated June 16, 1998,
relating to the Notes. Such Prospectus Supplement will be supplemented or
amended by one or more Pricing Supplements (each a "Supplement") setting forth
additional terms and conditions of the Notes.
2
2. The Issuer hereby appoints Xxxxxx Brothers Inc. as Calculation
Agent for the Notes, upon the terms and subject to the conditions herein
mentioned, and Xxxxxx Brothers Inc. hereby accepts such appointment. The
Calculation Agent shall act as an agent of the Issuer for the purpose of
determining the interest rate of the Floating Rate Notes in accordance with the
Description of the Medium-Term Notes and the provisions of this Agreement.
3. The Calculation Agent shall calculate the applicable interest
rates for the Floating Rate Notes in accordance with the provisions set forth in
the Prospectus Supplement relating to the Notes dated June 16, 1998, under the
heading "Description of Medium-Term Notes--Floating Rate Notes" which provisions
are incorporated by reference herein as if set forth in full in this Agreement.
4. In no event shall the interest rate be less than the floor, if
any, or more than the ceiling, if any, designated in the applicable Supplement.
5. The Calculation Agent will, as soon as practicable after (i) 3:00
p.m., New York City time, on the Calculation Date pertaining to each Interest
Determination Date relating to Commercial Paper Rate Notes, Fed Funds Rate
Notes, CD Rate Notes and Treasury Rate Notes or (ii) 11:00 a.m., London time, on
each Interest Determination Date relating to LIBOR Notes, determine (and notify
the Issuer and the Trustee of) the interest rate applicable during the next
succeeding interest period (if the interest rate cannot be determined in
accordance with the provisions set forth in the Prospectus Supplement relating
to the Notes dated June 16, 1998, in clause (i) under the heading "Description
of the Medium-Term Notes--Floating Rate Notes--LIBOR", the Calculation Agent
agrees to determine (and notify the Issuer and Trustee of) the interest rate in
accordance with the provisions in clause (ii) of such heading).
6. As soon as determined after each Interest Determination Date, the
Calculation Agent will cause to be forwarded to the Issuer, the Trustee and the
Paying Agent information regarding the interest rates and the interest periods
for each interest period and the relevant Interest Payment Date.
7. The Issuer will pay such compensation as shall be agreed upon and
the expenses, including reasonable counsel fees, properly incurred by the
Calculation Agent in connection with its duties hereunder, upon receipt of such
invoices as the Issuer shall reasonably require.
8. The Issuer will indemnify the Calculation Agent against any
losses, liabilities, costs, claims, actions or demands which it may incur or
sustain or which may be made against it in connection with its appointment or
the exercise of its powers and duties hereunder as well as the reasonable costs,
including the expenses and fees of counsel in defending any claim, action or
demand, except such as may result from the negligence, willful default or bad
faith of the Calculation Agent or any of its employees. The Calculation Agent
shall incur no liability and shall be indemnified and held harmless by the
Issuer for, or in respect of, any actions taken or suffered to be taken in good
faith by the Calculation Agent in reliance upon (i) the written opinion or
advice of counsel or (ii) written instructions from the Issuer.
3
9. The Calculation Agent accepts its obligations herein (and agrees
to act in good faith in the performance of its obligations) set forth upon the
terms and conditions hereof, including the following, to all of which the Issuer
agrees:
(i) in acting under this Agreement and in connection with the Notes,
the Calculation Agent, acting as agent for the Issuer, does not assume any
obligation towards, or any relationship of agency or trust for or with,
any of the holders of the Notes;
(ii) unless herein otherwise specifically provided, any order,
certificate, notice, request or communication from the Issuer made or
given under any provision of this Agreement shall be sufficient if signed
by any person whom the Calculation Agent reasonably believes to be a duly
authorized officer of the Issuer;
(iii) the Calculation Agent shall be obligated to perform only such
duties as are set forth specifically herein and any duties necessarily
incidental thereto; and
(iv) the Calculation Agent shall be protected and shall incur no
liability for or in respect of any action taken or omitted to be taken by
it in reliance upon anything contained in a Floating Rate Note, the
Description of Securities, the Description of the Medium-Term Notes or one
or more Prospectus Supplements.
10. (A) The Issuer agrees to notify the Calculation Agent at least
five London Business Days prior to the issuance of any LIBOR Note. The
Calculation Agent agrees to select four Reference Banks prior to the issuance of
the first LIBOR Note by the Issuer; to make all appropriate arrangements for
such banks to act as Reference Banks; and to notify the Issuer, the Trustee and
each of the Agents as to the names and addresses of such Reference Banks. The
Calculation Agent covenants that, for so long as it is required so to do in
accordance with the applicable Description of the Medium-Term Notes it shall
ensure that there shall at all times be four Reference Banks. Forthwith upon any
change in the identity of the Reference Banks the Calculation Agent shall notify
the Issuer, the Trustee and the Agents of such change. If fewer than two
Reference Banks are quoting, the Calculation Agent agrees to select three major
banks in The City of New York in accordance with the applicable Description of
the Medium-Term Notes. The Calculation Agent shall not be responsible to the
Issuer or any third party for any failure of the Reference Banks to fulfill
their duties or meet their obligations as Reference Banks or as a result of the
Calculation Agent having acted (except in the event of negligence, willful
default or bad faith) on any certificate given by any Reference Bank which
subsequently may be found to be incorrect.
(B) If necessary, in accordance with the provisions set forth in the
Prospectus Supplement relating to the Notes dated June 16, 1998, under the
Heading "Description of the Medium-Term Notes--Floating Rate Notes--Prime Rate",
the Calculation Agent agrees to select a substitute major bank or trust company
(meeting the requirements specified under such heading). The Calculation Agent
shall not be responsible to the Issuer or any third party for the failure of
such bank or trust company to fulfill any duty or obligation contemplated under
such heading.
4
(C) Except as provided below, the Calculation Agent may at any time
resign as Calculation Agent by giving written notice to the Issuer and the
Trustee of such intention on its part, specifying the date on which its desired
resignation shall become effective, provided that such notice shall be given not
less than two months prior to the said effective date unless the Issuer and the
Trustee otherwise agree in writing. Except as provided below, the Calculation
Agent may be removed by the filing with it of an instrument in writing signed by
the Issuer specifying such removal and the date when it shall become effective
(such effective date being at least 20 days after said filing). Such resignation
or removal shall take effect upon:
(i) the appointment by the Issuer as hereinafter provided of a
successor Calculation Agent approved by the Trustee, which shall be a
responsible financial firm or institution having an established place of
business in The City of New York;
(ii) the acceptance of such appointment by such successor
Calculation Agent; and
(iii) the giving of notice of such appointment to the holders of the
Notes, provided that if the Calculation Agent fails duly to establish the
amount of interest for any interest period, such removal will take effect
immediately upon such appointment of, and acceptance thereof by, a
successor Calculation Agent approved by the Trustee and qualified as
aforesaid, in which event notice of such appointment shall be given to the
holders of the Notes as soon as practicable thereafter. Upon its
resignation or removal becoming effective, the retiring Calculation Agent
shall be entitled to the payment of its compensation and the reimbursement
of all expenses incurred by such retiring Calculation Agent pursuant to
paragraph 7 hereof.
(D) If at any time the Calculation Agent shall resign or be removed,
or shall become incapable of acting or shall be adjudged bankrupt or insolvent,
or liquidated or dissolved, or an order is made or an effective resolution is
passed to wind up the Calculation Agent, or if the Calculation Agent shall file
a voluntary petition in bankruptcy or make an assignment for the benefit of its
creditors, or shall consent to the appointment of a receiver, administrator or
other similar official of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if a
receiver, administrator or other similar official of the Calculation Agent or of
all or any substantial part of its property shall be appointed, or if any order
of any court shall be entered approving any petition filed by or against the
Calculation Agent under the provisions of any applicable bankruptcy or
insolvency law, or if any public officer shall take charge or control of the
Calculation Agent or its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then a successor Calculation Agent, approved by the
Trustee, shall be appointed by the Issuer by an instrument in writing filed with
the successor Calculation Agent. Upon the appointment as aforesaid of a
successor Calculation Agent and acceptance by the latter of such appointment and
(except in cases of removal for failure to establish the amount of interest) the
giving of notice to the holders of the Notes, the former Calculation Agent shall
cease to be Calculation Agent hereunder.
(E) Any successor Calculation Agent appointed hereunder shall
execute and deliver to its predecessor and the Issuer an instrument, in the form
acceptable to the Trustee,
5
accepting such appointment hereunder, and thereupon such successor Calculation
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as the Calculation
Agent hereunder, and such predecessor shall thereupon become obliged to transfer
and deliver, and such successor Calculation Agent shall be entitled to receive,
copies of any relevant records maintained by such predecessor Calculation Agent.
(F) Any corporation into which the Calculation Agent may be merged
or converted or any corporation with which the Calculation Agent may be
consolidated or any corporation resulting from any merger, conversion or
consolidation to which the Calculation Agent shall be a party shall, to the
extent permitted by applicable law and provided that it shall be a responsible
financial firm or institution having an established place of business in The
City of New York, be the successor Calculation Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. Notice of any such merger, conversion or
consolidation shall forthwith be given to the Issuer and the Trustee.
11. Any notice required to be given hereunder shall be delivered in
person, sent by letter or telex or communicated by telephone (subject, in the
case of communication by telephone, to confirmation dispatched within two
business days by letter or telex), in the case of the Issuer, to it at Woodland
Park, 0000 Xxxxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Chief Financial
Officer; in the case of the Calculation Agent, to it at 0 Xxxxx Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Medium-Term Note Department; and in
the case of the Trustee, to it [c/o Bank of Montreal Trust Company, 00 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10005,] Attention: Corporate Trustee
Administration Department or, in any case, to any other address of which the
party receiving notice shall have notified the party giving such notice in
writing.
6
12. This Agreement may be amended only by a writing duly executed
and delivered by each of the parties signing below.
13. The provisions of this Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
14. This Agreement may be executed in counterparts and the executed
counterparts shall together constitute a single instrument.
IN WITNESS WHEREOF, this Agreement has been executed and delivered
as of the day and year first above written.
NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION,
by
-----------------------------
XXXXXX BROTHERS INC.,
by
-----------------------------
