Registration Rights Agreement - Exhibit 4.18




  

	
       

      
      _____________________________________________________________

      FEDERAL AGRICULTURAL

      MORTGAGE CORPORATION

       

      NATIONAL RURAL UTILITIES

      COOPERATIVE FINANCE CORPORATION

       

       

       

      
      _______________________________

       

      
      REGISTRATION RIGHTS AGREEMENT

       

      
      _______________________________

      
       

       

      Dated as of July 28, 2005

       

      _____________________________________________________________

      


  





  
	 	
                REGISTRATION
      RIGHTS AGREEMENT, dated as of July 28, 2005, between FEDERAL AGRICULTURAL
      MORTGAGE CORPORATION, a federally-chartered instrumentality of the United
      States and an institution of the Farm Credit System ("Farmer Mac");
      and NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a
      cooperative association existing under the laws of the District of
      Columbia ("CFC").

	
         

	
      RECITALS

	
         

	
                WHEREAS, CFC wishes from time to time to issue and sell Notes to Farmer
      Mac, and Farmer Mac wishes from time to time to purchase such Notes from
      CFC, all on the terms and subject to the conditions set forth in the Note
      Purchase Agreement dated as of July 28, 2005, between Farmer Mac and CFC
      (the "Note Purchase Agreement"); and

	
         

	
                WHEREAS, Farmer Mac wishes to have the right to resell some or all of
      the Notes from time to time, including in a public offering registered
      under the Securities Act of 1933 (the "Act");

	
         

	
                NOW, THEREFORE, Farmer Mac and CFC agree as follows:

	
            

	
      ARTICLE I

	
         

	
      Definitions

	
         

	
                SECTION 1.01. Definitions. Capitalized
      terms used herein and not defined herein shall have the meanings given to
      those terms in the Note Purchase Agreement.

	
         
	
      ARTICLE II

	
         

	
      Registration and Sale

	
         

	
                SECTION
      2.01. Registration Request.
      Under the conditions described herein, Farmer Mac may request CFC (a
      "Registration Request") to effect the registration under
      the Act of the issuance of the Exchange Notes (as defined below) to Farmer
      Mac in exchange for a specified amount (but not less than $50 million
      principal amount) of its Notes (the "Sale Notes"), and
      the sale by Farmer Mac of the Exchange Notes.

	
         

	
                SECTION
      2.02. Purchase Option. Upon
      receipt of a Registration Request, CFC may, in lieu of the requested
      registration, elect, by written notice delivered to Farmer Mac no later
      than 30 days after receipt of such request, to purchase all, but not less
      than all, the Sale Notes subject to such request (CFC's "Purchase
      Option"). Upon such election, CFC shall become obligated to
      purchase, and Farmer Mac shall be obligated to sell to CFC, such Sale
      Notes on a mutually agreed date no later than 15 days after written notice
      of such election, at a purchase price equal to the fair market value of 

	
         
	
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      such Sale Notes including accrued and unpaid interest thereon through the
      date of purchase, payable in the same manner as payments of interest on
      the Notes are made by CFC to Farmer Mac.
	
         
	
                SECTION
      2.03. Registration. (a) Upon receipt of a Registration
      Request, and so long as CFC has not exercised its Purchase Option and
      purchased the Sale Notes covered thereby, CFC shall be obligated to file a
      registration statement (on Form S-3 or such other form as CFC may elect)
      under the Act for the registration (a "Registration") of
      a principal amount of Exchange Notes (as defined below) equal to the
      principal amount of the Sale Notes and for the qualification of an
      Indenture (as defined below) under the Trust Indenture Act of 1939 (the
      "Trust Indenture Act"), registering the exchange by CFC
      with Farmer Mac of the Exchange Notes for the Sale Notes and the sale of
      the Exchange Notes by Farmer Mac. CFC shall use its reasonable best
      efforts to cause such registration statement to become effective within
      180 days of receipt of the Registration Request.

	
         

	
                (b) As used herein, "Exchange Notes" shall mean notes
      issued by CFC under an Indenture, having terms identical to the Sale Notes
      except that they will be payable to the registered holder, available in
      denominations of $1,000 and integral multiples thereof and otherwise
      contain any terms required in order for the Indenture to be qualified
      under the Trust Indenture Act; and "Indenture" shall mean
      the Indenture pursuant to which the Exchange Notes are to be issued, with
      a qualified trustee selected by CFC and reasonably acceptable to Farmer
      Mac, which provides for the Exchange Notes to have terms identical to the
      Sale Notes, but without the transfer restrictions and except for
      provisions required by the Trust Indenture Act.

	
         

	
                (c) Periods of Effectiveness. CFC agrees to keep any
      Registration Statement effective, and to update as necessary (including by
      incorporation by reference) any prospectus included in any Registration
      Statement, until the later of the completion of the distribution of the
      Exchange Notes and 45 days after the Registration Statement has become
      effective. The 45-day period provided in the preceding sentence, and the
      180-day period provided in the first sentence of Section 2.03(a), shall be
      suspended during any Blackout Period as defined in Section 2.06 hereof.

	
         

	
                SECTION
      2.04. Expenses. (a) Farmer Mac shall be responsible for
      the following expenses in connection with any Registration: the SEC filing
      fee for the Registration Statement; the fees and expenses of its counsel,
      if any; the underwriting commissions and discounts of its underwriters for
      the sale of the Exchange Notes, if any; the fees and expenses of the
      trustee under the Indenture, and its counsel; and the printing costs of
      the prospectus, if any.

	
          

	
                (b) CFC shall be responsible for the following expenses in connection
      with any Registration: the fees and expenses of its auditors; and the fees
      and expenses of its counsel.

	
          

	
                SECTION
      2.05. Conditions. The right of Farmer Mac to make a
      Registration Request shall be subject to the following conditions:

	
         
	
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                (a) Each Registration Request shall relate to a principal amount of
      Sale Notes equal to $100 million, or an integral multiple of $10 million
      in excess thereof.

	
         

	
                (b) Farmer Mac can issue no more than one Registration Request in any
      calendar year.

	
         

	
                (c) Farmer Mac may not issue a Registration Request (i) in respect of
      any Sale Notes that have a maturity of less than five years, prior to the
      first anniversary of the issuance thereof, and (ii) in respect of any Sale
      Notes that have a maturity of five years or greater, prior to the second
      anniversary of the issuance thereof.

	
         

	
                (d) Farmer Mac shall provide all information (such as the plan of
      distribution) reasonably required by CFC to be included in the
      registration statement that relates to its sale of the Exchange Notes.

	
         

	
                (e) If the sale of the Exchange Notes by Farmer Mac is proposed to be
      by underwriters, then the firm or firms acting as underwriters for the
      offering will be subject to approval by CFC.

	
          

	
                SECTION
      2.06. Blackout Periods. CFC shall have no obligation to
      cause a Registration Statement to become or to remain effective, and
      Farmer Mac agrees that it will not sell any Exchange Notes, during any
      period or periods (which may not exceed 45 continuous days or 90 days in
      any calendar year) during which CFC has reasonably determined that it is
      not appropriate for its securities to be sold pursuant to a Registration
      Statement, provided that CFC shall not during any such period be
      selling for its own account any debt securities registered under the Act
      (each such period, a "Blackout Period").

	
         

	
      ARTICLE II

	 
	
      Miscellaneous

	
         

	
                SECTION
      3.01. GOVERNING LAW. THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE,
      AND OTHERWISE THE LAWS OF THE DISTRICT OF COLUMBIA.

	
         

	
                SECTION
      3.02. WAIVER OF JURY TRIAL. EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
      LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
      DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
      OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
      AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
      OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF 

	
         
	
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       LITIGATION,
      SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
      OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
      AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
      SECTION 3.02.
	
         
	
                SECTION
      3.03. Notices. All notices and
      other communications hereunder to be made to any party shall be in writing
      and shall be addressed as specified in Schedule I attached hereto as
      appropriate. The address, telephone number, or facsimile number for any
      party may be changed at any time and from time to time upon written notice
      given by such changing party to the other parties hereto. A properly
      addressed notice or other communication shall be deemed to have been
      delivered at the time it is sent by facsimile (fax) transmission to the
      party or parties to which it is given.

	
         

	
                SECTION
      3.04. Benefit of Agreement. This
      Agreement shall become effective when it shall have been executed by
      Farmer Mac and CFC, and thereafter shall be binding upon and inure to the
      respective benefit of the parties and their permitted successors and
      assigns.

	
         

	
                SECTION
      3.05. Amendments and Waivers.
      (a) No provision of this Agreement may be amended or modified except
      pursuant to an agreement in writing entered into by Farmer Mac and CFC. No
      provision of this Agreement may be waived except in writing by the party
      or parties receiving the benefit of and under such provision.

	
        

	
                (b) No failure or delay of Farmer Mac or CFC in exercising any power or
      right hereunder shall operate as a waiver thereof, nor shall any single or
      partial exercise of any such right or power, or any abandonment or
      discontinuance of steps to enforce such a right or power, preclude any
      other or further exercise thereof or the exercise of any other right or
      power. No waiver of any provision of this Agreement or consent to any
      departure by CFC therefrom shall in any event be effective unless the same
      shall be authorized as provided in paragraph (a) of this
      Section 3.05, and then such waiver or consent shall be effective only
      in the specific instance and for the purpose for which given. No notice or
      demand on CFC in any case shall entitle CFC to any other or further notice
      or demand in similar or other circumstances.

	
         

	
                SECTION
      3.06. Counterparts. This
      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.

	
         

	
                SECTION
      3.07. Severability. If any term
      or provision of this Agreement or any Note Document or the application
      thereof to any circumstance shall, in any jurisdiction and to any extent,
      be invalid or unenforceable, such term or such provision shall be
      ineffective as to such jurisdiction to the extent of such invalidity or
      unenforceability without invalidating or rendering unenforceable any
      remaining terms or provisions of such Note Document or the application of
      such term or provision to circumstances other than those as to which it is
      held invalid or unenforceable.

	
         
	
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          IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, all as of the day and year first above written.

  



 


	
      FEDERAL AGRICULTURAL

      MORTGAGE CORPORATION,

	
               by
    

	 	
                  
      /s/ Henry D. Edelman

    
	 	
      Name:  Henry D. Edelman

	 	
      Title:     President





 

 


	
      NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION,

	
               by
    

	 	
                  
      /s/ Steven L. Lilly

    
	 	
      Name:   Steven L. Lilly

	 	
      Title:     Sr. Vice President & Chief

                   
      Financial Officer





 

[Signature Page to Registration Rights Agreement]




SCHEDULE I


Addresses for Notices



  
          The addresses referred to in Section 3.03 hereof, for purposes of delivering
communications and notices, are as follows:

    
      
        If to Farmer Mac:

        
            Federal Agricultural Mortgage Corporation

            1133 21st Street, N.W., Suite 600

            Washington, DC 20036

            Fax: 202-872-7713

            Attention of: Nancy E. Corsiglia, Chief Financial Officer

            With a copy to:

            Federal Agricultural Mortgage Corporation

            1133 21st Street, N.W., Suite 600

            Washington, DC 20036

            Fax: 202-872-7713

            Attention of: Jerome G. Oslick, Vice President - General Counsel

        

        If to CFC:

        
            National Rural Utilities Cooperative Finance Corporation

            2201 Cooperative Way

            Herndon, VA 20171-3025

            Telephone: 703-709-6718

            Fax: 703-709-6819

            Attention of: Steven L. Lilly, Chief Financial Officer

            With a copy to:

            

            National Rural Utilities Cooperative Finance Corporation

            2201 Cooperative Way

            Herndon, VA 20171-3025

            Telephone: 703-709-6712

            Fax: 703-709-6811

            Attention of: John J. List, Esq., General Counsel