amendmentno1_pledgeagrmt.htm


     

    


    AMENDMENT
NO. 1

    Dated as
of September 19, 2008

    


    


    to the
PLEDGE AGREEMENT

    Dated as
of April 28, 2006

    


    


    THE
UNITED STATES OF AMERICA

    acting
through the Rural Utilities Service

    


    


    NATIONAL
RURAL UTILITIES

    COOPERATIVE
FINANCE CORPORATION

    


    


    U.S. BANK
TRUST NATIONAL ASSOCIATION

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    


    AMENDMENT
No. 1 dated as of September 19, 2008 (this “Amendment”) to the
Pledge Agreement dated as of April 28, 2006 (as amended, restated, supplemented
or otherwise modified from time to time, the “Pledge Agreement”),
among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a District of
Columbia cooperative association and its successors and assigns (hereinafter
called the “Borrower”), having
its principal executive office and mailing address at 2201 Cooperative Way,
Herndon, VA 20171-3025, the UNITED STATES OF AMERICA, acting through the Rural
Utilities Service, a Rural Development agency of the United States Department of
Agriculture and its successors and assigns (“RUS”), and U.S. BANK
TRUST NATIONAL ASSOCIATION, a national association and its successors and
assigns (hereinafter called the “Collateral Agent”),
having its corporate office at 100 Wall Street, Suite 1600, New York, NY
10005-3701.

    


    WHEREAS,
the Borrower, RUS and the Collateral Agent (collectively,

    the
“Parties”) are parties to the Pledge Agreement; and

    


    WHEREAS,
the Parties desire to amend the Pledge Agreement as set forth

    herein.

    


    NOW
THEREFORE, for and in consideration of the mutual benefits to be

    derived,
the promises and agreements herein contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties hereto agree as follows:

    


    1.           Definitions.  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Pledge Agreement.

    
 

    2.           The
second recital of the Pledge Agreement (beginning “WHEREAS the Borrower may from
time to time”) is hereby deleted in its entirety.

    


    3.           Section
1.01 is hereby amended by restating the following definitions as
follows:

    


    “Bonds” means the Series B Bond issued
by the Borrower on April 28, 2006.

    


    “Bond Guarantee Agreement” means the
Series B Bond Guarantee Agreement dated as of April 28, 2006, between the
Borrower and RUS.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    “Eligible
Security” means a note or bond of any Person payable or registered to, or to the
order of, the Borrower, the Rural Telephone Finance Cooperative or the National
Cooperative Services Corporation, and in respect of which (i) no default
has occurred in the payment of principal or interest in accordance with the
terms of such note or bond that is continuing beyond the contractual grace
period (if any) provided in such note or bond for such payment; (ii) no
“event of default” as defined in such note or bond (or in any instrument
creating a security interest in favor of the Borrower, the Rural Telephone
Finance Cooperative or the National Cooperative Services Corporation in respect
of such note or bond), shall exist that has resulted in the exercise of any
right or remedy described in such note or bond (or in any such instrument);
(iii) such note or bond is not classified by the Borrower as a
non-performing loan under generally accepted accounting principles in the United
States; and (iv) such note or bond is free and clear of all liens other than the
Lien created by this Pledge Agreement.

     

    4.           Except
as amended hereby, the Pledge Agreement shall remain in full force and
effect.

    


    5.           Governing Law.  This
Amendment No. 1 to the Pledge 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 State of New York.

    


    6.           Miscellaneous.   The
captions and section headings appearing herein are included solely for
convenience of reference and are not intended to affect the interpretation of
any provision of this Amendment.  This Amendment may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart.  Any provision of this Amendment that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by law)
not invalidate or render unenforceable such provision in any other
jurisdiction.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the Parties hereto have caused this

    Amendment
to be duly executed, all as of the day and year first above
written.

    


    


                                NATIONAL RURAL
UTILITIES

                                COOPERATIVE FINANCE


                                CORPORATION,

    


    


                                by: /s/ SHELDON C. PETERSEN

    


                                Name: Sheldon C.
Petersen

                                Title: Governor and
CEO

    


    


    


                                UNITED STATES OF
AMERICA, acting

                                 through the
Administrator of the Rural 

                                Utilities
Service,

    


    


                                by:
______________________________

    


                                Name:

                                Administrator of the
Rural Utilities Service

    


                                U.S. BANK TRUST
NATIONAL 

                                ASSOCIATION,

    


    


                                by: /s/ BEVERLY A. FREENEY

    


                                Name: Beverly A.
Freeney

                                Title: Vice President


    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Parties hereto have caused this

    Amendment
to be duly executed, all as of the day and year first above
written.

    


    


                                NATIONAL RURAL
UTILITIES

                                COOPERATIVE FINANCE


                                CORPORATION,

    


    


                                by:
______________________________

    


                                Name:

                                Title:

    


    


    


                                UNITED STATES OF
AMERICA, acting

                                 through the
Administrator of the Rural 

                                Utilities
Service,

    


    


                                by: /s/ JAMES M. ANDREW

    


                                Name: James M.
Andrew

                                Administrator of the
Rural Utilities Service

    


                                U.S. BANK TRUST
NATIONAL 

                                ASSOCIATION,

    


    


                                by:
______________________________

    


                                Name:

                                Title: