CONFORMED COPY
U.S. $2,677,267,000
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
CALCULATION AGENT AGREEMENT
This AGREEMENT dated January 15,
2002, between National Rural Utilities
Cooperative Finance Corporation, a District
of Columbia cooperative association
(hereinafter called the "Issuer"), whose
principal office is at Woodland Park, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
and ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS (A) The Issuer proposes to issue from time to
time an aggregate principal amount of up to $2,677,267,000 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 The
Bank of New York, 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 Debt
Securities" and "Description of the Medium-Term Notes" shall
bear the same meanings herein unless the context otherwise
requires. The "Description of Debt Securities" means the terms
and conditions of the Notes as set forth in the Prospectus,
dated December 5, 2001, as supplemented by a Prospectus
Supplement, dated December 5, 2001, 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 December 5, 2001, relating to
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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. The Issuer hereby appoints ▇▇▇▇▇▇ Brothers Inc. as
Calculation Agent for the Notes, upon the terms and subject to
the conditions herein mentioned, and ▇▇▇▇▇▇ 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 December 5, 2001, under
the heading "Description of the 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 practi-
cable 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 December 5,
2001, 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.
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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, wilful 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.
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
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upon anything contained in a Floating Rate Note, the
Description of Debt 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, wilful 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 December 5, 2001, 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.
(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
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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
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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,
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 communi-
cation by telephone, to confirmation dispatched within two
business days by letter or telex), in the case of the Issuer,
to it at Woodland Park, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer; in the
case of the Calculation Agent, to it at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Medium-Term Note
Department; and in the case of the Trustee, to it at The Bank
of New York, ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
Attention: Trust Administrator or, in any case, to any other
address of which the party receiving
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notice shall have notified the party giving such notice in
writing.
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.
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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 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Sr. Vice President &
Chief Financial Officer
▇▇▇▇▇▇ BROTHERS INC.,
by /s/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Managing Director