Exhibit







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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 


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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.


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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




























































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	NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

	 
	 

	By:
	/s/ J. ANDREW DON

	Name:
	J. Andrew Don

	Title:
	Senior Vice President and
Chief Financial Officer














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