Exhibit 10.16.1


    
      

    


    Exhibit
      10.16.1

    


    LONG
      TERM STANDBY COMMITMENT TO PURCHASE 

    AMENDMENT
      NO. 1

    


    This
      Amendment
      No. 1 by
      and between the Federal Agricultural Mortgage Corporation (“Farmer Mac”), a
      corporation organized and existing under the laws of the United States of
      America, and Farm Credit Bank of Texas, an institution of the Farm Credit System
      organized and existing under the laws of the United States of America (“Seller”)
      to the Long Term Standby Commitment to Purchase
      No. TM1032 (Full-time Farm) dated
      as of June 1, 2003 (the “Commitment”) is made and entered into as of the 8th day
      of December 2006.

    


    WHEREAS,
      consistent with Farmer Mac’s revised pricing policy, Farmer Mac and Seller wish
      to provide more granularity in the pricing of the Standby Purchase Commitment
      Fee for Full-time Farm Loans under the Commitment; 

    


    WHEREAS,
      capitalized terms used but not defined herein have the meanings given to them
      in
      the Commitment.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and undertakings set forth
      in this Commitment, and other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, Farmer Mac and the Seller agree
      as
      follows:

    


    Section
      1.
      The definition of Standby Purchase Commitment Fee in Article I of the Commitment
      shall read as follows:

    


    “Standby
      Purchase Commitment Fee:
      The periodic amount due Farmer Mac from the Seller for this Commitment. Such
      amount with respect to any Qualified Loan included in the Portfolio prior to
      November 1, 2006 shall be paid in monthly payments in arrears in an amount
      equal
      to 1/12th of [material
      omitted pursuant to a request for confidential treatment and filed separately
      with the SEC],
      times the unpaid principal balance of such Qualified Loan, as reported monthly
      by the Seller in accordance with Section 4.04.

    


    Effective
      November 1, 2006, for any Qualified Loan accepted in the Portfolio by Farmer
      Mac
      based on the Seller’s classification of the Qualified Loan under the 14-point
      Uniform Classification System (UCS), such amount with respect to the Qualified
      Loan shall be paid in monthly payments in arrears in an amount equal to 1/12th
      of the applicable fee based on the fee guidelines below multiplied by the unpaid
      principal balance of such Qualified Loan, as reported monthly by the Seller
      in
      accordance with Section 4.04.

    


    [material
      omitted pursuant to a request for confidential treatment and filed separately
      with the SEC]

    


    The
      applicable fee for any particular Qualified Loan shall be determined as of
      the
      date the Qualified Loan Schedule is delivered to Farmer Mac which lists the
      particular loan. Notwithstanding the fee guidelines set forth above, the Standby
      Purchase Commitment Fee with respect to any Qualified Loan identified in Pool
      TM1032 or any additional Pool added to the Portfolio under this Commitment
      shall
      be as agreed upon between the parties and reflected in a Qualified Loan Schedule
      signed by the parties.

    


    The
      applicable Standby Purchase Commitment Fee will be increased by 5 basis
      points for so long as the aggregate unpaid principal balance of the Qualified
      Loans in the Portfolio is less than $100 million. Once the aggregate unpaid
      principal balance of the Qualified Loans in the Portfolio equals or exceeds
      $100 million, this 5 basis point increase shall no longer be applicable,
      even if the aggregate unpaid principal balance subsequently decreases to below
      $100 million.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Solely
      for purposes of this definition of Standby Purchase Commitment Fee, the term
      “unpaid principal balance of such Qualified Loan” shall mean the unpaid
      principal balance of such Qualified Loan less any outstanding borrower stock
      that may be retired and applied to the Qualified Loan, to the extent such
      outstanding borrower stock is in excess of the minimum amount of such stock
      required by federal law or regulation, calculated as of the first day of the
      month prior to the month in which the Standby Purchase Commitment Fee is to
      be
      paid.”

    


    Section
      2.
      In Section 4.02(b), delete “December 31, 2006” and insert in lieu thereof
“December 31, 2009.”

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the
      Commitment to be duly executed by their duly authorized officers or
      representatives as of the date above first written.

     

    
      
        	
                Federal
                  Agricultural Mortgage Corporation

              	 
	 	 	 	 
	 	 	 	 
	
                By:

              	
                /s/
                  Tom D. Stenson

              	 
	 	
                Name:

              	
                Tom
                  D. Stenson

              
	 	
                Title:

              	
                Vice
                  President - Agricultural Finance

              
	 	 	 	 
	 	 	 	 
	
                Farm
                  Credit Bank of Texas

              	 
	 	 	 	 
	 	 	 	 
	
                By:

              	
                /s/
                  Kurt Thomas

              	 
	 	
                Name:

              	
                Kurt
                  Thomas

              
	 	
                Title:

              	
                Vice
                  President & Unit Manager

              
	 	 	
                Association
                  Direct Lending Unit