exhibit4_45.htm


    
      
        
          

        

      

      


       

      FARMER
MAC MORTGAGE SECURITIES CORPORATION,

       

      As
Note Purchaser

       

      NATIONAL
RURAL UTILITIES

       

      COOPERATIVE
FINANCE CORPORATION,

       

      As
Borrower

       

      FEDERAL
AGRICULTURAL MORTGAGE CORPORATION,

       

      As
Guarantor

       

      _______________________________

       

      FIRST
AMENDMENT TO NOTE PURCHASE AGREEMENT

       

      _______________________________

       

      Dated
as of July 13, 2009

       

      
        
          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      FIRST
AMENDMENT TO NOTE PURCHASE AGREEMENT

       

      FIRST
AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of July 13, 2009 (“Amendment”),
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,
the Purchaser, Farmer Mac, and National Rural are parties to a certain Note
Purchase Agreement dated as of December 15, 2008 (“Note Purchase Agreement”);
and

      


      WHEREAS,
the parties have agreed to modify the Note Purchase Agreement as set forth
herein.

      


      NOW,
THEREFORE, in consideration of the mutual agreements herein contained, Farmer
Mac, the Purchaser and National Rural agree as follows:

       

      


            1.           Recitals.  The
foregoing Recitals are hereby incorporated by reference into this
Amendment.

      


            2.           Definitions.  Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
them in the Note Purchase Agreement.

      


            3.           Amendment.

      


          (a) The Note
Purchase Agreement is hereby amended by deleting the existing definition of
Closing Date and replacing it with the following definition in Section
1.01:

      


      “Closing Date” means
the date of the funding of each issuance of Notes hereunder, which date shall be
set forth in the applicable Pricing Agreement.

      


          (b) The Note
Purchase Agreement is hereby amended by adding the following definition of Final
Maturity Date in Section 1.01:

      


      “Final Maturity Date”
means December 31, 2016, or such other date as agreed to by the
parties.

      


          (c) The Note
Purchase Agreement is hereby amended by deleting Section 2.01 in its entirety
and replacing it with the following:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SECTION
2.01     Purchase of Notes; Minimum
Denominations.  The
Purchaser agrees to purchase Notes, at 100% of their principal amount, from time
to time, on or before the Final Maturity Date, as requested by National Rural by
written notice (each, a “Notice of Borrowing”)
to Farmer Mac in an aggregate principal amount, for all Notes outstanding
hereunder at any one time, not in excess of $500 million, subject to
satisfaction of the conditions set forth herein.  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 up to, but not including the
Final Maturity Date.  Each advance under this 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.  Each advance shall price within 3
Business Days of National Rural providing a Notice of Borrowing to Farmer Mac
and shall close and fund within 3 Business Days of pricing, subject to
satisfaction of the conditions set forth herein and in accordance with the
procedures set forth in Section 2.02(d) hereof, unless otherwise agreed by the
parties hereto and set forth in the applicable Pricing Agreement.

       

      (d) The Note
Purchase Agreement is hereby amended by deleting Section 2.02(d) in its entirety
and replacing it with the following:

      


      (d)           Notice of Borrowing;
Determination of Applicable Margin; Procedure for
Pricing.  (i)  Each Notice of Borrowing shall
indicate the amount of the Note and the desired maturity date of such Note that
National Rural requests to be advanced.  A Notice of Borrowing may
request preliminary pricing indications for more than one type of Note, with the
understanding that only one type of Note will be issued on any particular
Closing Date, unless otherwise agreed by the parties hereto in a Pricing
Agreement.  Each Notice of Borrowing shall also provide name,
telephone and email contact information of an authorized representative of
National Rural.

       

      (ii) Upon receipt of a Notice of
Borrowing from National Rural, Farmer Mac shall, within 2 Business Days, provide
to National Rural a preliminary indication of the Applicable Margin (LIBOR) or
Applicable Margin (Treasury), or both, as applicable to any Notice of Borrowing;
provided that
Farmer Mac shall not be obligated to provide an indication of pricing if Farmer
Mac uses its best efforts to obtain and provide such preliminary indication, but
determines in its sole discretion reasonably exercised after consultation with
National Rural that market conditions are unfavorable for the issuance of debt
to fund Notes with the terms set forth in the Notice of
Borrowing.  Upon an acceptance of such preliminary indication of
pricing by National Rural, the applicable Note will price within one Business
Day (and may price on the day of the preliminary pricing if the parties so
agree) thereafter, unless the parties otherwise agree to a longer period of time
as set forth in the applicable Pricing Agreement.  Farmer Mac shall
provide National Rural with written notice of the final Applicable Margin
(LIBOR) or Applicable Margin (Treasury) no later than the time of pricing of
each advance.  National Rural shall be deemed to approve of such
pricing so long as the Applicable Margin (LIBOR) or Applicable Margin (Treasury)
shall not exceed the preliminary indication by more than 5 basis points
(0.05%).  If the final pricing does exceed the preliminary indication
by more than 5 basis points (0.05%), an authorized representative of National
Rural must agree via email confirmation prior to or simultaneously with the
pricing to accept such margin.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (e)           The
Note Purchase Agreement is hereby amended by deleting Section 2.03 in its
entirety and replacing it with the following:

      


      SECTION 2.03    Maturity.  Each
Note shall mature on the maturity date set forth in the applicable Pricing
Agreement and in any event no later than the Final Maturity Date.

      


      (f)           The
Note Purchase Agreement is hereby amended by deleting Section 4.01(d) in its
entirety and replacing it with the following:

      


      (d)           such
other information concerning National Rural or the Pledged Collateral as is
reasonably requested by Farmer Mac.

      


      4.           GOVERNING
LAW.    THIS AMENDMENT 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.

       

      5.           Inconsistency with Note
Purchase Agreement.  Except as otherwise amended or modified
herein, the terms, conditions and provisions of the Note Purchase Agreement
remain in full force and effect.  In the event of any conflict or
inconsistency between the terms of this Amendment and the Note Purchase
Agreement, the terms of this Amendment shall control.

      


      6.           Counterparts.  This
Amendment 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.

       

      


      


       [SIGNATURE
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      IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the day and
year first above written.

      


      


      
        
          	
                  FARMER
      MAC MORTGAGE SECURITIES CORPORATION

                
	 
      	 
      
	
                  By:

                	/s/ JEROME
      G. OSLICK  
	
                  Name:

                	Jerome
      G. Oslick
	
                  Title:

                	Vice
      President  


        

      

      


       

      
        
          	
                  FEDERAL
      AGRICULTURAL

                  MORTGAGE
      CORPORATION

                
	 
      	 
      
	
                  By:

                	/s/
      TIMOTHY L. BUZBY  
	
                  Name:

                	Timothy
      L. Buzby  
	
                  Title:

                	Vice
      President - CEO  


        

      

      


      


      
        
          	
                  NATIONAL
      RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

                
	 
      	 
      
	
                  By:

                	 
      
	
                  Name:

                	 
      
	
                  Title:

                	 
      


        

      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

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

        
          


          
            
              	
                      FARMER
      MAC MORTGAGE SECURITIES CORPORATION

                    
	 
      	 
      
	
                      By:

                    	 
	
                      Name:

                    	 
	
                      Title:

                    	 


            

          

          


           

          
            
              	
                      FEDERAL
      AGRICULTURAL

                      MORTGAGE
      CORPORATION

                    
	 
      	 
      
	
                      By:

                    	 
	
                      Name:

                    	 
	
                      Title:

                    	 


            

          

           

        

        


        
          
            	
                    NATIONAL
      RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

                  
	 
      	 
      
	
                    By:

                  	/s/
      LAWRENCE ZAWALCK  
	
                    Name:

                  	Lawarence Zawalick 
      
	
                    Title:

                  	Senior
      Vice President