FEDERAL AGRICULTURAL MORTGAGE CORPORATION NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION _______________________________ REGISTRATION RIGHTS AGREEMENT _______________________________ Dated as of March 27, 2008
Exhibit 4.24
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FEDERAL
AGRICULTURAL
MORTGAGE
CORPORATION
NATIONAL
RURAL UTILITIES
COOPERATIVE
FINANCE CORPORATION
_______________________________
_______________________________
Dated
as of March 27, 2008
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REGISTRATION RIGHTS AGREEMENT, dated as
of March 27, 2008, between FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a
federally-chartered instrumentality of the United States and an institution of
the Farm Credit System (“Xxxxxx Mac”); and
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative
association existing under the laws of the District of Columbia (“National
Rural”).
RECITALS
WHEREAS,
National Rural wishes from time to time to issue and sell Notes to Xxxxxx Mac,
and Xxxxxx Mac wishes from time to time to purchase such Notes from National
Rural, all on the terms and subject to the conditions set forth in the Note
Purchase Agreement dated as of March 27, 2008, between Xxxxxx Mac and National
Rural (the “Note
Purchase Agreement”); and
WHEREAS,
Xxxxxx Mac wishes to have the right to resell some or all of the Notes from time
to time, including in a public offering registered under the Securities Act of
1933 (the “Act”);
NOW,
THEREFORE, Xxxxxx Mac and National Rural agree as follows:
ARTICLE
I
Definitions
SECTION
1.01. Definitions. Capitalized
terms used herein and not defined herein shall have the meanings given to those
terms in the Note Purchase Agreement.
ARTICLE
II
Registration
and Sale
SECTION
2.01. Registration
Request. Under the conditions described herein, Xxxxxx Mac may
request National Rural (a “Registration
Request”) to effect the registration under the Act of the issuance of the
Exchange Notes (as defined below) to Xxxxxx Mac in exchange for a specified
amount (but not less than $100 million principal amount) of its Notes (the
“Sale Notes”),
and the sale by Xxxxxx Mac of the Exchange Notes.
SECTION
2.02. Purchase
Option. Upon receipt of a Registration Request, National Rural
may, in lieu of the requested registration, elect, by written notice delivered
to Xxxxxx Mac no later than 30 days after receipt of such request, to purchase
all, but not less than all, the Sale Notes subject to such request (National
Rural’s “Purchase
Option”). Upon such election, National Rural shall become
obligated to purchase, and Xxxxxx Mac shall be obligated to sell to National
Rural, such Sale Notes on
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a
mutually agreed date no later than 15 days after written notice of such
election, at a purchase price equal to the outstanding principal amount of such
Sale Notes including accrued and unpaid interest thereon through the date of
purchase, payable in the same manner as payments of interest on the Notes are
made by National Rural to Xxxxxx Mac.
SECTION
2.03. Registration. (a) Upon
receipt of a Registration Request, and so long as National Rural has not
exercised its Purchase Option and purchased the Sale Notes covered thereby,
National Rural shall be obligated to file a registration statement under the Act
for the registration (a “Registration”) of a
principal amount of Exchange Notes (as defined below) equal to the principal
amount of the Sale Notes and for the qualification of an Indenture (as defined
below) under the Trust Indenture Act of 1939 (the “Trust Indenture
Act”), registering the exchange by National Rural with Xxxxxx Mac of the
Exchange Notes for the Sale Notes and the sale of the Exchange Notes by Xxxxxx
Mac. National Rural shall use its reasonable best efforts to cause
such registration statement to become effective within 180 days of receipt of
the Registration Request.
(b) As used herein, “Exchange Notes” shall
mean notes issued by National Rural under an Indenture, having terms identical
to the Sale Notes except that they will be payable to the registered holder,
available in denominations of $1,000 and integral multiples thereof and
otherwise contain any terms required in order for the Indenture to be qualified
under the Trust Indenture Act; and “Indenture” shall mean
the Indenture pursuant to which the Exchange Notes are to be issued, with a
qualified trustee selected by National Rural and reasonably acceptable to Xxxxxx
Mac, which provides for the Exchange Notes to have terms identical to the Sale
Notes, but without the transfer restrictions and except for provisions required
by the Trust Indenture Act.
(c) Periods of
Effectiveness. National Rural agrees to keep any Registration
Statement effective, and to update as necessary (including by incorporation by
reference) any prospectus included in any Registration Statement, until the
later of the completion of the distribution of the Exchange Notes and 45 days
after the Registration Statement has become effective. The 45-day
period provided in the preceding sentence, and the 180-day period provided in
the first sentence of Section 2.03(a), shall be suspended during any Blackout
Period as defined in Section 2.06 hereof.
SECTION
2.04. Expenses. (a) Xxxxxx
Mac shall be responsible for the following expenses in connection with any
Registration: the SEC filing fee for the Registration Statement; the
fees and expenses of its counsel, if any; the underwriting commissions and
discounts of its underwriters for the sale of the Exchange Notes, if any; the
fees and expenses of the trustee under the Indenture, and its counsel; and the
printing costs of the prospectus, if any.
(b) National Rural shall be
responsible for the following expenses in connection with any
Registration: the fees and expenses of its auditors; and the fees and
expenses of its counsel.
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SECTION
2.05. Conditions. The
right of Xxxxxx Mac to make a Registration Request shall be subject to the
following conditions:
(a) Each
Registration Request shall relate to a principal amount of Sale Notes equal to
$100 million, or an integral multiple of $10 million in excess
thereof.
(b) Xxxxxx
Mac can issue no more than one Registration Request in any calendar
year.
(c) Xxxxxx
Mac may not issue a Registration Request (i) in respect of any Sale Notes that
have a maturity of less than five years, prior to the first anniversary of the
issuance thereof, and (ii) in respect of any Sale Notes that have a maturity of
five years or greater, prior to the second anniversary of the issuance
thereof.
(c) Xxxxxx
Mac shall provide all information (such as the plan of distribution) reasonably
required by National Rural to be included in the registration statement that
relates to its sale of the Exchange Notes.
(d) If
the sale of the Exchange Notes by Xxxxxx Mac is proposed to be by underwriters,
then the firm or firms acting as underwriters for the offering will be subject
to approval by National Rural.
(e) National
Rural is not required to be registered under the Investment Company Act of 1940,
as amended as a result of the issuance of the Registration Request or the sale
by Xxxxxx Mac of Exchange Notes pursuant to a Registration
Statement.
SECTION
2.06. Blackout
Periods. National Rural shall have no obligation to cause a
Registration Statement to become or to remain effective, and Xxxxxx Mac agrees
that it will not sell any Exchange Notes, during any period or periods during
which National Rural has reasonably determined that it is not appropriate for
its securities to be sold pursuant to a Registration Statement, provided that
National Rural shall not during any such period be selling for its own account
any debt securities registered under the Act (each such period, a “Blackout
Period”).
ARTICLE
III
Miscellaneous
SECTION
3.01. GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO THE
EXTENT APPLICABLE, AND OTHERWISE THE LAWS OF THE DISTRICT OF
COLUMBIA.
SECTION
3.02. WAIVER OF JURY
TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE
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LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.02.
SECTION
3.03. Notices. All
notices and other communications hereunder to be made to any party shall be in
writing and shall be addressed as specified in Schedule I attached hereto
as appropriate. The address, telephone number, or facsimile number
for any party may be changed at any time and from time to time upon written
notice given by such changing party to the other parties hereto. A
properly addressed notice or other communication shall be deemed to have been
delivered at the time it is sent by facsimile (fax) transmission to the party or
parties to which it is given.
SECTION
3.04. Benefit of
Agreement. This Agreement shall become effective when it shall
have been executed by Xxxxxx Mac and National Rural, and thereafter shall be
binding upon and inure to the respective benefit of the parties and their
permitted successors and assigns.
SECTION
3.05. Amendments and
Waivers. (a) No provision of this Agreement may be
amended or modified except pursuant to an agreement in writing entered into by
Xxxxxx Mac and National Rural. No provision of this Agreement may be
waived except in writing by the party or parties receiving the benefit of and
under such provision.
(b) No failure or delay of
Xxxxxx Mac or National Rural in exercising any power or right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. No waiver of any provision of
this Agreement or consent to any departure by National Rural or Xxxxxx Mac
therefrom shall in any event be effective unless the same shall be authorized as
provided in paragraph (a) of this Section 3.05, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given. No notice or demand on National Rural or Xxxxxx Mac
in any case shall entitle such party to any other or further notice or demand in
similar or other circumstances.
SECTION
3.06. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
instrument.
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SECTION
3.07. Severability. If
any term or provision of this Agreement or any Note Document or the application
thereof to any circumstance shall, in any jurisdiction and to any extent, be
invalid or unenforceable, such term or such provision shall be ineffective as to
such jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable any remaining terms or provisions of
such Note Document or the application of such term or provision to circumstances
other than those as to which it is held invalid or unenforceable.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, all as of the day and year first above
written.
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FEDERAL
AGRICULTURAL
MORTGAGE
CORPORATION,
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by
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/s/
XXXXX X. XXXXXXXXX
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Name:
Xxxxx X. Xxxxxxxxx
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Title:
Executive Vice President &
CFO
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NATIONAL
RURAL UTILITIES COOPERATIVE FINANCE CORPORATION,
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by
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/s/
XXXXXX X. XXXXX
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Name:
Xxxxxx X. Xxxxx
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Title: Sr.
Vice President & CFO
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SCHEDULE
I
Addresses for
Notices
The addresses referred to in Section
3.03 hereof, for purposes of delivering communications and notices, are as
follows:
If to
Xxxxxx Mac:
Federal
Agricultural Mortgage Corporation
0000 00xx Xxxxxx,
X.X., Xxxxx 000
Xxxxxxxxxx, XX
00000
Fax: 000-000-0000
Attention
of: Xxxxx X. Xxxxxxxxx, Chief Financial Officer
With a
copy to:
Federal
Agricultural Mortgage Corporation
0000 00xx Xxxxxx,
X.X., Xxxxx 000
Xxxxxxxxxx, XX
00000
Fax: 000-000-0000
Attention
of: Xxxxxx X. Xxxxxx, Vice President - General Counsel
If to
National Rural:
National
Rural Utilities Cooperative Finance Corporation
0000
Xxxxxxxxxxx Xxx
Xxxxxxx,
XX 00000-0000
Telephone: 000-000-0000
Fax: 000-000-0000
Attention
of: Xxxxxx X. Xxxxx, Senior Vice President &
Chief
Financial Officer
With a
copy to:
National
Rural Utilities Cooperative Finance Corporation
0000
Xxxxxxxxxxx Xxx
Xxxxxxx,
XX 00000-0000
Telephone: 000-000-0000
Fax: 000-000-0000
Attention
of: Xxxx X. List, Esq., Senior Vice President &
General
Counsel
