exv4w21






Exhibit 4.21




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 NATIONAL MORTGAGE ASSOCIATION (“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:



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.



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	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.



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



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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,
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.



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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 NATIONAL MORTGAGE ASSOCIATION, 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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