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National Rural Utilities Cooperative Finance Corp/DC – ‘10-Q’ for 2/28/18 – ‘EX-10.01’

On:  Wednesday, 4/11/18, at 4:42pm ET   ·   For:  2/28/18   ·   Accession #:  70502-18-23   ·   File #:  1-07102

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  As Of               Filer                 Filing    For·On·As Docs:Size

 4/11/18  Nat’l Rural Utilities Co… Corp/DC 10-Q        2/28/18   90:18M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report -- nrufy2018q3form10-q             HTML   1.70M 
 2: EX-10.01    Second Amended and Restated Supplemental Note       HTML     42K 
                Purchase Agreement                                               
 3: EX-12       Computation of Ratio of Earnings to Fixed Charges   HTML     41K 
 4: EX-31.1     Section 302 CEO Certification                       HTML     34K 
 5: EX-31.2     Section 302 CFO Certification                       HTML     34K 
 6: EX-32.1     Section 906 CEO Certification                       HTML     29K 
 7: EX-32.2     Section 906 CFO Certification                       HTML     29K 
14: R1          Document and Entity Information                     HTML     44K 
15: R2          Consolidated Statements of Operations               HTML     80K 
16: R3          Consolidated Statements of Comprehensive Income     HTML     55K 
17: R4          Consolidated Balance Sheets                         HTML    134K 
18: R5          Consolidated Statement of Changes in Equity         HTML     43K 
19: R6          Consolidated Statements of Cash Flows               HTML    131K 
20: R7          Summary of Significant Accounting Policies -        HTML    125K 
                (Notes)                                                          
21: R8          Variable Interest Entities - (Notes)                HTML     61K 
22: R9          Investment Securities - (Notes)                     HTML    226K 
23: R10         Loans and Commitments - (Notes)                     HTML    573K 
24: R11         Short-Term Borrowings - (Notes)                     HTML     82K 
25: R12         Long-Term Debt - (Notes)                            HTML     84K 
26: R13         Subordinated Deferrable Debt - (Notes)              HTML     40K 
27: R14         Derivative Financial Instruments - (Notes)          HTML    167K 
28: R15         Equity - (Notes)                                    HTML    171K 
29: R16         Guarantees - (Notes)                                HTML     67K 
30: R17         Fair Value Measurement - (Notes)                    HTML    198K 
31: R18         Segment Information - (Notes)                       HTML    324K 
32: R19         Summary of Significant Accounting Policies -        HTML     91K 
                (Policies)                                                       
33: R20         Summary of Significant Accounting Policies -        HTML     96K 
                (Tables)                                                         
34: R21         Variable Interest Entities - (Tables)               HTML     64K 
35: R22         Investment Securities - (Tables)                    HTML    220K 
36: R23         Loans and Commitments - (Tables)                    HTML    564K 
37: R24         Short-Term Borrowings - (Tables)                    HTML     74K 
38: R25         Long-Term Debt - (Tables)                           HTML     75K 
39: R26         Subordinated Deferrable Debt - (Tables)             HTML     39K 
40: R27         Derivative Financial Instruments - (Tables)         HTML    221K 
41: R28         Equity - (Tables)                                   HTML    168K 
42: R29         Guarantees - (Tables)                               HTML     55K 
43: R30         Fair Value Measurement - (Tables)                   HTML    188K 
44: R31         Segment Information - (Tables)                      HTML    325K 
45: R32         Summary of Significant Accounting Policies -        HTML     45K 
                Additional Information (Details)                                 
46: R33         Summary of Significant Accounting Policies -        HTML     54K 
                Interest Income, Categorized by Loan and                         
                Investment Type (Details)                                        
47: R34         Summary of Significant Accounting Policies -        HTML     52K 
                Interest Expense, Categorized by Debt Product Type               
                (Details)                                                        
48: R35         Variable Interest Entities - Consolidated Assets    HTML     46K 
                and Liabilities of VIEs included in CFCs Condensed               
                Consolidated Financial Statements (Details)                      
49: R36         Variable Interest Entities - Information on CFCs    HTML     43K 
                Credit Commitments to NCSC and RTFC (Details)                    
50: R37         Variable Interest Entities - Additional             HTML     30K 
                Information (Details)                                            
51: R38         Investment Securities - Investment Securities and   HTML     94K 
                Corresponding Gross Unrealized Gains and Losses                  
                (Details)                                                        
52: R39         Investment Securities - Fair Value and Gross        HTML     80K 
                Unrealized Losses for Investments in a Gross Loss                
                Position (Details)                                               
53: R40         Investment Securities - Remaining Contractual       HTML     86K 
                Maturity Based on Amortized Cost and Fair Value of               
                HTM by Type (Details)                                            
54: R41         Investment Securities - Additional Information      HTML     40K 
                (Details)                                                        
55: R42         Loans and Commitments - Outstanding Principal       HTML     80K 
                Balance and Unadvanced Commitments (Details)                     
56: R43         Loans and Commitments - Available Balance Under     HTML     54K 
                Unadvanced Commitments and Maturity (Details)                    
57: R44         Loans and Commitments - Unconditional Committed     HTML     48K 
                Lines of Credit and Maturity (Details)                           
58: R45         Loans and Commitments - Outstanding Pledged as      HTML     64K 
                Collateral (Details)                                             
59: R46         Loans and Commitments - Payment Status of Loans     HTML     94K 
                Outstanding (Details)                                            
60: R47         Loans and Commitments - Troubled Debt Restructured  HTML     56K 
                Loans (Details)                                                  
61: R48         Loans and Commitments Impaired Loans - Recorded     HTML     39K 
                Investment and Allowance (Details)                               
62: R49         Impaired Loans - Average Recorded Investment and    HTML     40K 
                Interest Income (Details)                                        
63: R50         Loans and Commitments - Internal Risk Rating        HTML     64K 
                (Details)                                                        
64: R51         Loans and Commitments - Allowance for Loan Losses   HTML     56K 
                Rollforward (Details)                                            
65: R52         Loans and Commitments - Allowance for Loan Losses   HTML     75K 
                and Recorded Investments (Details)                               
66: R53         Loans and Commitments - Additional Information      HTML    116K 
                (Details)                                                        
67: R54         Short-Term Borrowings - Additional Information      HTML     45K 
                (Details)                                                        
68: R55         Short-Term Borrowings - Commitments under           HTML     45K 
                Revolving Credit Agreements (Details)                            
69: R56         Long-Term Debt Outstanding (Details)                HTML     70K 
70: R57         Long-Term Debt - Additional Information (Details)   HTML     66K 
71: R58         Subordinated Deferrable Debt Subordinated           HTML     38K 
                Deferrable Debt Outstanding (Details)                            
72: R59         Subordinated Deferrable Debt - Additional           HTML     32K 
                Information (Details)                                            
73: R60         Derivative Notional Amounts and Weighted-Average    HTML     42K 
                Rate (Details)                                                   
74: R61         Derivatives - Balance Sheet Impact (Details)        HTML     44K 
75: R62         Derivatives Offsetting (Details)                    HTML     68K 
76: R63         Derivative Financial Instruments Derivatives -      HTML     37K 
                Income Statement Impact (Details)                                
77: R64         Derivatives - Rating Triggers (Details)             HTML     52K 
78: R65         Derivative Financial Instruments - Additional       HTML     33K 
                Information (Details)                                            
79: R66         Equity Components (Details)                         HTML     73K 
80: R67         Equity - Accumulated Other Comprehensive Income     HTML     63K 
                Rollforward (Details)                                            
81: R68         Equity - Additional Information (Details)           HTML     63K 
82: R69         Guarantees Outstanding (Details)                    HTML     50K 
83: R70         Guarantees - Additional Information (Details)       HTML     69K 
84: R71         Fair Value Measurement Fair Value of Financial      HTML    114K 
                Instruments (Details)                                            
85: R72         Fair Value Measurement - Recurring Fair Value       HTML     53K 
                Measurements (Details)                                           
86: R73         Fair Value Measurement - Additional Information     HTML     30K 
                (Details)                                                        
87: R74         Segment Information - Segment Results and Total     HTML    144K 
                Assets (Details)                                                 
89: XML         IDEA XML File -- Filing Summary                      XML    161K 
88: EXCEL       IDEA Workbook of Financial Reports                  XLSX    123K 
 8: EX-101.INS  XBRL Instance -- nru-20180228                        XML   6.33M 
10: EX-101.CAL  XBRL Calculations -- nru-20180228_cal                XML    240K 
11: EX-101.DEF  XBRL Definitions -- nru-20180228_def                 XML   1.02M 
12: EX-101.LAB  XBRL Labels -- nru-20180228_lab                      XML   1.90M 
13: EX-101.PRE  XBRL Presentations -- nru-20180228_pre               XML   1.32M 
 9: EX-101.SCH  XBRL Schema -- nru-20180228                          XSD    233K 
90: ZIP         XBRL Zipped Folder -- 0000070502-18-000023-xbrl      Zip    391K

‘EX-10.01’   —   Second Amended and Restated Supplemental Note Purchase Agreement

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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  Exhibit  


1


SECOND AMENDED AND RESTATED
FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT
SECOND AMENDED AND RESTATED FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT, dated as of February 26, 2018 (this “Supplemental Note Purchase Agreement”), among Farmer Mac Mortgage Securities Corporation (the “Purchaser”), a wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System (“Farmer Mac” or the “Guarantor”); NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association existing under the laws of the District of Columbia (“National Rural”); and Farmer Mac, as Guarantor.
RECITALS
WHEREAS National Rural, the Purchaser and the Guarantor have heretofore executed and delivered the Amended and Restated Master Note Purchase Agreement dated as of March 24, 2011, among National Rural, the Purchaser and the Guarantor (the “Master Agreement”);
WHEREAS, pursuant to the Master Agreement, National Rural, the Purchaser and the Guarantor entered into the First Supplemental Note Purchase Agreement dated as of March 24, 2011, and the Amended and Restated First Supplemental Note Purchase Agreement dated as of January 8, 2015 (the “Amended Supplement”), providing for the terms of a series of Notes issued by National Rural and purchased by the Purchaser; and
WHEREAS, the parties wish to amend and restate the Amended Supplement, as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, Farmer Mac, the Purchaser and National Rural agree as follows:
1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Master Agreement.
2.Title of Series. The Pricing Agreement for any Notes and each such Note issued hereunder on or after the date hereof may identify the name (if any name is designated) of such series of Notes. Failure to make a notation of the name of a series within any Pricing Agreement or on the applicable Note shall not affect the validity and effect of such Note.
3.Purchase of Notes. The Purchaser agrees to purchase Notes, at 100% of their principal amount, from time to time during the Draw Period, as requested by National Rural by written notice or notice given by electronic mail to Farmer Mac at capitalmarkets@farmermac.com, or such other address as may be provided in writing (each, a “Notice of Borrowing”), in an aggregate principal amount, for all Notes issued prior to the date hereof or to be issued under this Supplemental Note Purchase Agreement

CFC CONTR
AA001-X-Farmer(SIGMUNK)
221933-2



2

at any one time, not in excess of the Maximum Purchase Amount, subject to the conditions set forth in the Master Agreement.

For purposes hereof, “Draw Period” means the period from the date hereof through January 11, 2022; provided, however, on January 11th of each year beginning January 11, 2022, the Draw Period shall be deemed automatically extended for one (1) additional year without further action, unless at least sixty (60) days prior to any such anniversary date, Farmer Mac or the Purchaser provides National Rural with written notice that the Draw Period will not be extended beyond the then-remaining term.

Further for purposes hereof, “Maximum Purchase Amount” means (a) prior to the termination of the Master Note Purchase Agreement dated July 31, 2015 among Purchaser, Guarantor and National Rural, as the same may be supplemented, amended, restated or amended and restated (the “Revolving NPA”), $5.2 billion and (b) after the termination of the Revolving NPA, $5.5 billion.

National Rural may borrow, repay (subject to the terms of the applicable Notes being repaid) and reborrow funds at any time or from time to time during the Draw Period. Each borrowing under this Supplemental Note Purchase Agreement (or, in the case of Notes issued prior to the date hereof, the applicable Original Note Purchase Agreement and/or Amended Supplement) shall be made in accordance with the Note applicable thereto.

Each advance under this Supplemental Note Purchase Agreement shall be disbursed in a minimum amount of $50 million and additional increments of $5 million in excess thereof or such other amounts as agreed to in the applicable Pricing Agreement.

4.Amendment and Restatement. This Supplemental Note Purchase Agreement amends and restates in its entirety all of the terms, conditions and provisions of the Amended Supplement.

5.GOVERNING LAW. EXCEPT AS SET FORTH IN SECTION 9.01 OF THE MASTER AGREEMENT, THIS Supplemental Note Purchase AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, FEDERAL LAW. TO THE EXTENT FEDERAL LAW INCORPORATES STATE LAW, THAT STATE LAW SHALL BE THE LAWS OF THE DISTRICT OF COLUMBIA APPLICABLE TO CONTRACTS MADE AND PERFORMED THEREIN.

6.Counterparts. This Supplemental Note Purchase 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.

7.Inconsistency. In the event of any inconsistency between the terms of this Supplemental Note Purchase Agreement and the Master Agreement, the terms of this Supplemental Note Purchase Agreement shall apply.

CFC CONTR
AA001-X-Farmer(SIGMUNK)
221933-2



3

IN WITNESS WHEREOF, each party hereto has caused this Supplemental Note Purchase Agreement to be executed by an authorized officer as of the day and year first above written.
FARMER MAC MORTGAGE SECURITIES CORPORATION
 
 
By:
/s/ R. DALE LYNCH
Name:
R. Dale Lynch
Title:
Executive Vice President - Chief Financial Officer



FEDERAL AGRICULTURAL
MORTGAGE CORPORATION
 
 
By:
/s/ R. DALE LYNCH
Name:
R. Dale Lynch
Title:
Executive Vice President - Chief Financial Officer




























CFC CONTR
AA001-X-Farmer(SIGMUNK)
221933-2



4




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
 
 
By:
/s/ J. ANDREW DON
Name:
J. Andrew Don
Title:
Senior Vice President and
Chief Financial Officer





CFC CONTR
AA001-X-Farmer(SIGMUNK)
221933-2

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
1/11/22
Filed on:4/11/18
For Period end:2/28/188-K
2/26/18424B3,  8-K
7/31/15
1/8/15424B3
3/24/11CORRESP
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/02/23  Nat’l Rural Utilities Co… Corp/DC 10-K        5/31/23  109:21M
 8/08/22  Nat’l Rural Utilities Co… Corp/DC 10-K        5/31/22  111:23M
 7/30/21  Nat’l Rural Utilities Co… Corp/DC 10-K        5/31/21  120:26M
 8/05/20  Nat’l Rural Utilities Co… Corp/DC 10-K        5/31/20  110:24M
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Filing Submission 0000070502-18-000023   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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