exv10w6










 




    Exhibit
    10.6



 




    AMENDMENT
    TO AMENDED AND RESTATED

    SENIOR PREFERRED STOCK PURCHASE AGREEMENT



 



    AMENDMENT dated as of May 6, 2009, to the AMENDED AND
    RESTATED SENIOR PREFERRED STOCK PURCHASE AGREEMENT dated as of
    September 26, 2008, between the UNITED STATES DEPARTMENT OF
    THE TREASURY (“Purchaser”), and FEDERAL HOME
    LOAN MORTGAGE CORPORATION (“Seller”), acting
    through the Federal Housing Finance Agency (the
    “Agency”) as its duly appointed conservator
    (the Agency in such capacity, “Conservator”).



 




    Background



 



    A. Purchaser and Seller have heretofore entered into the
    Amended and Restated Senior Preferred Stock Purchase Agreement
    dated as of September 26, 2008 (the “Amended and
    Restated Agreement”).



 



    B. In the Amended and Restated Agreement, Purchaser
    committed itself to provide to Seller, on the terms and
    conditions provided in the Amended and Restated Agreement,
    immediately available funds in an amount as determined from time
    to time as provided in the Amended and Restated Agreement, but
    in no event in an aggregate amount exceeding $100,000,000,000.



 



    C. Purchaser and Seller now desire to enter into an
    amendment to the Amended and Restated Agreement for the purpose
    of increasing to $200,000,000,000 the maximum aggregate amount
    permitted to be provided to Seller under the Amended and
    Restated Agreement, and for the purpose of amending the terms of
    the Amended and Restated Agreement in certain other respects.



 



    D. Purchaser and Seller are each authorized to enter into
    this Amendment to the Amended and Restated Agreement
    (“this Amendment”) increasing to
    $200,000,000,000 the maximum aggregate amount permitted to be
    provided to Seller under the Amended and Restated Agreement, and
    amending the terms of the Amended and Restated Agreement in
    certain other respects.



 



    THEREFORE, for and in consideration of the mutual agreements
    herein contained and for other good and valuable consideration,
    the receipt and sufficiency of which is hereby acknowledged,
    Purchaser and Seller agree as follows:




    

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    Terms and
    Conditions



 


		
	
    1.  
	
    Definitions.




 



    Capitalized terms used and not defined in this Amendment shall
    have the respective meanings given such terms in the Amended and
    Restated Agreement.



 


		
	
    2.  
	
    Amendment
    to Section 1 (Relating to Definition of New Defined Term
    “Executive
    Officer”).




 



    Section 1 of the Amended and Restated Agreement is hereby
    amended to insert the following new defined term and
    corresponding definition after the definition of the term
    “Exchange Act”:



 



    “Executive Officer” has the meaning given to
    such term in Exchange Act
    Rule 3b-7,
    as in effect on the date hereof.



 


		
	
    3.  
	
    Amendment
    to Section 1 (Relating to Definition of
    “Indebtedness”).




 



    The definition of “Indebtedness” in Section 1 of
    the Amended and Restated Agreement is hereby amended to read as
    follows:



 



    “Indebtedness” of any Person means, for
    purposes of Section 5.5 only, without duplication,
    (a) all obligations of such Person for money borrowed by
    such Person, (b) all obligations of such Person evidenced
    by bonds, debentures, notes or similar instruments, (c) all
    obligations of such Person under conditional sale or other title
    retention agreements relating to property or assets purchased by
    such Person, (d) all obligations of such Person issued or
    assumed as the deferred purchase price of property or services,
    other than trade accounts payable, (e) all Capital Lease
    Obligations of such Person, (f) obligations, whether
    contingent or liquidated, in respect of letters of credit
    (including standby and commercial), bankers’ and similar
    instruments, and (g) any obligation of such Person,
    contingent or otherwise, guaranteeing or having the economic
    effect of guaranteeing and Indebtedness of the types set forth
    in clauses (a) through (f) payable by another Person
    other than Mortgage Guarantee Obligations (and, for the
    avoidance of doubt, without giving effect to any change that may
    be made hereafter in respect of Statement of Financial
    Accounting Standards No. 140 or any similar accounting
    standard).



 


		
	
    4.  
	
    Amendment
    to Section 1 (Relating to Definition of “Maximum
    Amount”).




 



    The definition of “Maximum Amount” in Section 1
    of the Amended and Restated Agreement is hereby amended to read
    as follows:



 



    “Maximum Amount” means, as of any date of
    determination, $200,000,000,000 (two hundred billion dollars),
    less the aggregate amount of funding under the Commitment prior
    to such date.




    

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    5.  
	
    Amendment
    to Section 2.1 (Relating to the
    Commitment).




 



    Section 2.1 of the Amended and Restated Agreement is hereby
    amended to read as follows:



 



    2.1 Commitment.  Purchaser hereby commits to
    provide to Seller, on the terms and conditions set forth herein,
    immediately available funds in an amount up to but not in excess
    of the Available Amount, as determined from time to time (the
    “Commitment”); provided, that in no
    event shall the aggregate amount funded under the Commitment
    exceed $200,000,000,000 (two hundred billion dollars). The
    liquidation preference of Senior Preferred Stock shall increase
    in connection with draws on the Commitment, as set forth in
    Section 3.3 below.



 


		
	
    6.  
	
    Amendment
    to Section 2.5 (Relating to Termination of Purchaser’s
    Obligations).




 



    Section 2.5 of the Amended and Restated Agreement is hereby
    amended to read as follows:



 



    2.5 Termination of Purchaser’s
    Obligations.  Subject to earlier termination
    pursuant to Section 6.7, all of Purchaser’s
    obligations under and in respect of the Commitment shall
    terminate upon the earliest of: (a) if the Liquidation End
    Date shall have occurred, (i) the payment in full of
    Purchaser’s obligations with respect to any valid request
    for funds pursuant to Section 2.4 or (ii) if there is
    no Deficiency Amount on the Liquidation End Date or if no such
    request pursuant to Section 2.4 has been made, the close of
    business on the 15th Business Day following the
    determination of the Deficiency Amount, if any, as of the
    Liquidation End Date; (b) the payment in full of,
    defeasance of or other reasonable provision for all liabilities
    of Seller, whether or not contingent, including payment of any
    amounts that may become payable on, or expiry of or other
    provision for, all Mortgage Guarantee Obligations and provision
    for unmatured debts; and (c) the funding by Purchaser under
    the Commitment of an aggregate of $200,000,000,000 (two hundred
    billion dollars). For avoidance of doubt, the Commitment shall
    not be terminable by Purchaser solely by reason of
    (i) the conservatorship, receivership or other insolvency
    proceeding of Seller or (ii) the Seller’s financial
    condition or any adverse change in Seller’s financial
    condition.



 


		
	
    7.  
	
    Amendment
    to Section 5.5 (Relating to
    Indebtedness).




 



    Section 5.5 of the Amended and Restated Agreement is hereby
    amended to read as follows:



 



    5.5. Indebtedness.  Seller shall not, and shall
    not permit any of its subsidiaries to, in each case without the
    prior written consent of Purchaser, incur, assume or otherwise
    become liable for (a) any Indebtedness if, after giving
    effect to the incurrence thereof, the aggregate Indebtedness of
    Seller and its subsidiaries on a consolidated basis would exceed
    (i) through and including December 30, 2010, 120.0% of
    the amount of Mortgage Assets Seller is permitted by
    Section 5.7 to own on December 31, 2009; and
    (ii) beginning on December 31, 2010, and through and
    including December 30, 2011, and each year thereafter,




    

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    120.0% of the amount of Mortgage Assets Seller is permitted by
    Section 5.7 to own on December 31 of the immediately
    preceding calendar year, or (b) any Indebtedness if such
    Indebtedness is subordinated by its terms to any other
    Indebtedness of Seller or the applicable subsidiary. For
    purposes of this covenant the acquisition of a subsidiary with
    Indebtedness will be deemed to be the incurrence of such
    Indebtedness at the time of such acquisition.



 


		
	
    8.  
	
    Amendment
    to Section 5.7 (Relating to Owned Mortgage
    Assets).




 



    Section 5.7 of the Amended and Restated Agreement is hereby
    amended to read as follows:



 



    5.7. Mortgage Assets.  Seller shall not own, as
    of any applicable date, Mortgage Assets in excess of (i) on
    December 31, 2009, $900 billion, or (ii) on
    December 31 of each year thereafter, 90.0% of the aggregate
    amount of Mortgage Assets of Seller as of December 31 of
    the immediately preceding calendar year; provided, that
    in no event shall Seller be required under this Section 5.7
    to own less than $250 billion in Mortgage Assets.



 


		
	
    9.  
	
    Amendment
    to Section 5.10 (Relating to Executive
    Compensation).




 



    Section 5.10 of the Amended and Restated Agreement is
    hereby amended to read as follows:



 



    5.10. Executive Compensation.  Seller shall
    not, without the consent of the Director, in consultation with
    the Secretary of the Treasury, enter into any new compensation
    arrangements with, or increase amounts or benefits payable under
    existing compensation arrangements of, any Named Executive
    Officer or other Executive Officer of Seller.



 


		
	
    10.  
	
    Amended
    and Restated Agreement to Continue, as
    Amended.




 



    Except as expressly modified by this Amendment, the Amended and
    Restated Agreement shall continue in full force and effect.



 


		
	
    11.  
	
    Effective
    Date.




 



    This Amendment shall not become effective until it has been
    executed by both of Purchaser and Seller. When this Amendment
    has been so executed, it shall become effective as of the date
    first above written.




    

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    FEDERAL HOME LOAN MORTGAGE




    CORPORATION, by



 



    Federal Housing Finance Agency,




    its Conservator



 


 



    /s/  James
    B. Lockhart III








    James B. Lockhart III




    Director



 


 



    UNITED STATES DEPARTMENT




    OF THE TREASURY



 


 



    /s/  Timothy
    F. Geithner








    Timothy F. Geithner




    Secretary of the Treasury




    

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