Exhibit 4.2


 


 


Registration Rights Agreement


 


Dated as of May 23, 2014


 


between


 


National Rural Utilities


Cooperative Finance Corporation


 


and


 


J.P. Morgan Securities LLC


 


 




    	 



    	 



    

  


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights Agreement (the
“Agreement”) is made and entered into this 23rd day of May, 2014, between National Rural Utilities
Cooperative Finance Corporation, a District of Columbia cooperative corporation (the “Company”), and J.P. Morgan
Securities LLC, as dealer manager (the “Dealer Manager”).


 


The Company proposes to participate in the
exchange offer with you upon the terms set forth in the Dealer Manager Agreement (as defined herein) in connection with the Company’s
offer to exchange $209,401,000 aggregate principal amount of its outstanding 8.000% Medium-Term Notes, Series C, due 2032 for $218,339,000
aggregate principal amount of the Company’s 4.023% Collateral Trust Bonds due November 1, 2032 (the “Securities”)
and cash. The execution of this Agreement is a condition of the exchange offer under the Dealer Manager Agreement. Pursuant to
the Dealer Manager Agreement, the Company and you agree for the benefit of the Holders (as defined herein) as follows:


 


1.          Definitions.


 


As used in this Agreement, the following
capitalized defined terms shall have the following meanings:


 


“1933 Act” shall mean
the Securities Act of 1933, as amended from time to time.


 


“1934 Act” shall mean
the Securities Exchange Act of 1934, as amended from time to time.


 


“Additional Interest”
shall have the meaning set forth in Section 2.5 hereof.


 


“Closing Date” shall
mean the Settlement Date as defined in the Dealer Manager Agreement.


 


“Company” shall have
the meaning set forth in the preamble and shall also include the Company’s successors.


 


“Dealer Manager” shall
have the meaning set forth in the preamble.


 


“Dealer Manager Agreement”
shall have the meaning set forth in the preamble.


 


“Depositary” shall mean
The Depository Trust Company, or any other depositary appointed by the Company, provided, however, that such depositary
must have an address in the Borough of Manhattan, in the City of New York.


 


“Effectiveness Period”
shall have the meaning set forth in Section 2.2 hereof.


 


“Event Date” shall mean
the date effected pursuant to Section 2.5 hereof.


 


“Exchange Offer” shall
mean the exchange offer by the Company of Exchange Notes for Transfer Restricted Securities pursuant to Section 2.1 hereof


 




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“Exchange Offer Registration”
shall mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof.


 


“Exchange Offer Registration Statement”
shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments
and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents
incorporated by reference therein.


 


“Exchange Period” shall
have the meaning set forth in Section 2.1 hereof.


 


“Exchange Notes” shall
mean the 4.023% Collateral Trust Bonds due 2032 issued by the Company under the Indenture containing terms identical to the Securities
in all material respects (except for references to certain interest rate provisions, restrictions on transfers and restrictive
legends), to be offered to Holders of Securities in exchange for Transfer Restricted Securities pursuant to the Exchange Offer.


 


“Holder” shall mean any
Person for so long as it owns any Transfer Restricted Securities, and each of its successors, assigns and direct and indirect transferees
who become registered owners of Transfer Restricted Securities under the Indenture and each Participating Broker-Dealer that holds
Exchange Notes for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of
the 1933 Act in connection with any resale of such Exchange Notes.


 


“Indenture” shall mean
the Indenture relating to the Securities, dated as of October 25, 2007 between the Company and U.S. Bank National Association,
as trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms
thereof.


 


“Majority Holders” shall
mean the Holders of a majority of the aggregate principal amount of Outstanding (as defined in the Indenture) Transfer Restricted
Securities; provided that whenever the consent or approval of Holders of a specified percentage of Transfer Restricted Securities
is required hereunder, Transfer Restricted Securities held by the Company or any Affiliate (as defined in the Indenture) of the
Company shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage
amount.


 


“Participating Broker-Dealer”
shall mean J.P. Morgan Securities LLC and any other broker-dealer which makes a market in the Securities and exchanges Transfer
Restricted Securities in the Exchange Offer for Exchange Notes.


 


“Person” shall mean an
individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.


 


“Prospectus” shall mean
the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of
any portion of the Transfer Restricted Securities covered by a Shelf


 




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Registration Statement, and by all other amendments
and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by reference
therein.


 


“Registration Expenses”
shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without
limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority (“FINRA”) registration and
filing fees, including, if applicable, the fees and expenses of any “qualified independent underwriter” (and the reasonable
fees and disbursements of its counsel) that is required to be retained by any holder of Transfer Restricted Securities in accordance
with the rules and regulations of FINRA, (ii) all fees and expenses incurred in connection with compliance with state securities
or blue sky laws and compliance with the rules of FINRA (including reasonable fees and disbursements of counsel for any underwriters
or Holders in connection with blue sky qualification of any of the Exchange Notes or Transfer Restricted Securities and any filings
with FINRA), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales
agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred
in connection with the listing, if any, of any of the Transfer Restricted Securities on any securities exchange or exchanges, (v)
all rating agency fees, (vi) the fees and disbursements of counsel for the Company and of the independent registered public accounting
firm of the Company, including the expenses of any special audits or “comfort” letters required by or incident to such
performance and compliance, (vii) the fees and expenses of the Trustee, and any escrow agent or custodian, (viii) the reasonable
fees and disbursements of one counsel representing the Holders of Transfer Restricted Securities (the “Special Counsel”)
and (ix) any fees and disbursements of the underwriters customarily required to be paid by issuers or sellers of securities and
the fees and expenses of any special experts retained by the Company in connection with any Registration Statement, but excluding
underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Transfer Restricted Securities
by a Holder.


 


“Registration Statement”
shall mean any registration statement of the Company which covers any of the Exchange Notes or Transfer Restricted Securities pursuant
to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference
therein.


 


“SEC” shall mean the
United States Securities and Exchange Commission or any successor agency or government body performing the functions currently
performed by the United States Securities and Exchange Commission.


 


“Securities” shall mean
the 4.023% Collateral Trust Bonds due November 1, 2032, acquired as restricted securities in connection with the exchange effected
by the Company on May 23, 2014.


 


“Shelf Registration”
shall mean a registration effected pursuant to Section 2.2 hereof.


 




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“Shelf Registration Statement”
shall mean a “shelf” registration statement of the Company pursuant to the provisions of Section 2.2 of this Agreement
which covers all of the Transfer Restricted Securities or all of the Private Exchange Securities on an appropriate form under Rule
415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated by reference therein.


 


“Transfer Restricted Securities”
shall mean the Securities; provided, however, that Securities shall cease to be Transfer Restricted Securities on
the earliest to occur of (i) the date on which such Securities have been exchanged by a Person other than a broker-dealer
for an Exchange Note in the Exchange Offer, (ii) following the exchange by a broker-dealer in the Exchange Offer of a Security
for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior
to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which
such Securities have been effectively registered under the 1933 Act and disposed of in accordance with the Shelf Registration Statement
or (iv) the date on which such Securities are distributed to the public pursuant to Rule 144 under the 1933 Act.


 


“Trust Indenture Act”
shall mean the Trust Indenture Act of 1939, as amended.


 


“Trustee” shall mean
the trustee with respect to the Securities under the Indenture.


 


2.          Registration
Under the 1933 Act.


 


2.1           Exchange
Offer. The Company shall, for the benefit of the Holders, at the Company’s cost, (A) prepare and file with the SEC an
Exchange Offer Registration Statement, within 120 days of the Closing Date, on an appropriate form under the 1933 Act with respect
to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Transfer Restricted Securities,
of a like principal amount of Exchange Notes, (B) use all commercially reasonable efforts to cause the Exchange Offer Registration
Statement to be declared effective under the 1933 Act within 210 days of the Closing Date (unless the Exchange Offer Registration
Statement (including documents incorporated by reference) is reviewed by the SEC, in which case within 270 days of the Closing
Date), (C) use all commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing
of the Exchange Offer and (D) use all commercially reasonable efforts to issue on or prior to 60 days, or longer, if required by
United States federal securities laws, after the date on which the Exchange Offer Registration Statement was declared effective
by the SEC, Exchange Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer.


 


The Exchange Notes will be issued under
the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange
Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Transfer Restricted
Securities for Exchange Notes (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405
under the 1933 Act, (b) is not a broker-dealer tendering Transfer Restricted Securities acquired directly from the Company for
its own account, (c) acquired the Exchange Notes in the ordinary course


 




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of such Holder’s business and (d) has
no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange
Notes) to transfer such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Act
and under state securities or blue sky laws.


 


In connection with the Exchange Offer, the
Company shall:


 


(a)          make
available as promptly as practicable to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;


 


(b)          keep
the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to
the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”);


 


(c)          utilize
the services of the Depositary for the Exchange Offer;


 


(d)          permit
Holders to withdraw tendered Transfer Restricted Securities at any time prior to 5:00 p.m. (Eastern Time), on the last business
day of the Exchange Period, by sending to the institution specified in the notice, a facsimile transmission or letter setting forth
the name of such Holder, the principal amount of Transfer Restricted Securities delivered for exchange, and a statement that such
Holder is withdrawing such Holder’s election to have such Securities exchanged;


 


(e)          notify
each Holder that any Transfer Restricted Security not tendered will remain outstanding and continue to accrue interest, but will
not retain any rights under this Agreement (except in the case of the Participating Broker-Dealers as provided herein); and


 


(f)          otherwise
comply in all respects with all applicable laws relating to the Exchange Offer.


 


The Exchange Notes shall be issued under
(i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been
qualified under the Trust Indenture Act, or is exempt from such qualification and shall provide that the Exchange Notes shall not
be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange
Notes and the Securities shall vote and consent together on all matters as one class and that none of the Exchange Notes or the
Securities will have the right to vote or consent as a separate class on any matter.


 


As soon as practicable after the close of
the Exchange Offer, the Company shall:


 


(i)          accept
for exchange all Transfer Restricted Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance
with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto;


 


(ii)         deliver
to the Trustee for cancellation all Transfer Restricted Securities so accepted for exchange; and


 




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(iii)        cause
the Trustee promptly to authenticate and deliver Exchange Notes to each Holder of Transfer Restricted Securities so accepted for
exchange in a principal amount equal to the principal amount of the Transfer Restricted Securities of such Holder so accepted for
exchange.


 


Interest on each Exchange Note will accrue
from the last date on which interest was paid on the Transfer Restricted Securities surrendered in exchange therefor or, if no
interest has been paid on such Transfer Restricted Securities, from the date of original issuance. The Exchange Offer shall not
be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate
applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Transfer Restricted Securities
in accordance with the Exchange Offer, (iii) that each Holder of Transfer Restricted Securities exchanged in the Exchange Offer
shall have represented that all Exchange Notes to be received by it shall be acquired in the ordinary course of its business and
that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate
in the distribution (within the meaning of the 1933 Act) of the Exchange Notes and shall have made such other representations as
may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate
form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or
by or before any governmental agency with respect to the Exchange Offer which, in the Company’s judgment, would reasonably
be expected to impair the ability of the Company to proceed with the Exchange Offer. Upon request, the Company shall inform the
Dealer Manager of the names and addresses of the Holders to whom the Exchange Offer is made, and the Dealer Manager shall have
the right to contact such Holders and otherwise facilitate the tender of Transfer Restricted Securities in the Exchange Offer.


 


2.2           Shelf
Registration. If (i) the Company is not (A) required to file the Exchange Offer Registration Statement or (B) permitted to
consummate the Exchange Offer contemplated by Section 2.1 hereof because the Exchange Offer is not permitted by applicable law
or SEC policy, or (ii) any Holder of Transfer Restricted Securities notifies the Company prior to the 20th business day following
consummation of the Exchange Offer that (A) it is prohibited by law or SEC policy from participating in the Exchange Offer, (B)
it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is
a broker-dealer and owns Transfer Restricted Securities acquired directly from the Company or an Affiliate of the Company’s,
the Company will:


 


(a)          use
all commercially reasonable efforts to cause to be filed with the SEC, within 60 days after such filing obligation arises, file
with the SEC a Shelf Registration Statement to cover resales of Transfer Restricted Securities by the Holders of such Transfer
Restricted Securities from time to time who satisfy the conditions set forth in Section 3(v) hereof relating to the provision of
information in connection with the Shelf Registration Statement.


 




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(b)          use
all commercially reasonable efforts to cause the Shelf Registration to be declared effective by the SEC no later than 180 days
after such obligation arises (unless the Shelf Registration Statement (including documents incorporated by reference) is reviewed
by the SEC, in which case within 270 days of the Closing Date).


 


(c)          use
all commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus
forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared
effective by the SEC, or for such shorter period that will terminate when all Transfer Restricted Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be
Transfer Restricted Securities (the “Effectiveness Period”); provided, however, that the Effectiveness
Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with
the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein.


 


(d)          Notwithstanding
any other provisions hereof, use all commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any
amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the
1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when
it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement,
and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which
they were made, not misleading.


 


The Company shall not permit any securities
other than Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary,
to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Transfer
Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.


 


2.3           Expenses.
The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2.1 or 2.2. Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s
Transfer Restricted Securities pursuant to the Shelf Registration Statement.


 


2.4           Effectiveness.
(a) The Company will be deemed not have used all commercially reasonable efforts to cause the Exchange Offer Registration Statement
or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if the
Company voluntarily takes any action that would, or omits to take any action which omission would, result in any such Registration
Statement not being declared effective or in the Holders of Transfer Restricted Securities covered thereby not being able to


 




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exchange or offer and sell such Transfer Restricted
Securities during that period as and to the extent contemplated hereby, unless such action is required by applicable law.


 


(b)          An
Exchange Offer Registration Statement pursuant to Section 2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2
hereof will not be deemed to have become effective unless it has been declared effective by the SEC or, if applicable, became automatically
effective; provided, however, that if, after it has been declared or automatically became effective, the offering
of Transfer Restricted Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered
with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration
Statement will be deemed not to have become effective during the period of such interference, until the offering of Transfer Restricted
Securities pursuant to such Registration Statement may legally resume.


 


2.5           Additional
Interest. If (a) the Company fails to file any of the registration statements required by this Agreement on or before the date
specified for such filing, (b) the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, has
not been declared effective by the SEC on or prior to the deadlines for effectiveness specified in Section 2.1 and Section 2.2
of this Agreement (the “Effectiveness Target Date”), (c) the Company fails to consummate the Exchange Offer
within 60 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (d) the Shelf Registration
Statement or the Exchange Offer Registration Statement, as applicable, is declared effective but thereafter ceases to be effective
or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement (each such
event referred to in clauses (a) through (d) above, a “Registration Default”), the interest rate borne by the
Securities shall be increased (“Additional Interest”) by one-quarter of one percent per annum, which rate will
increase by one quarter of one percent each 90-day period that such Additional Interest continues to accrue under any such circumstance,
provided that the maximum aggregate increase in the interest rate will in no event exceed one half of one percent per annum. Following
the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate will revert to the original
rate.


 


The Company shall notify the Trustee within
three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be
paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the
benefit of the Holders of Transfer Restricted Securities, on or before the applicable semiannual interest payment date, immediately
available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each
interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set
forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following
the applicable Event Date.


 


3.          Registration
Procedures.


 


In connection with the obligations of the
Company with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company shall:


 




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(a)          prepare
and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (i) shall be selected by
the Company, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Transfer Restricted Securities by
the selling Holders thereof, (iii) shall comply as to form in all material respects with the requirements of the applicable form
and include or incorporate by reference all financial statements required by the SEC to be filed therewith or incorporated by reference
therein, and (iv) shall comply in all material respects with the requirements of Regulation S-T under the 1933 Act, and use
all commercially reasonable efforts to cause such Registration Statement to become effective and remain effective in accordance
with Section 2 hereof;


 


(b)          prepare
and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary under applicable
law to keep such Registration Statement effective for the applicable period; and cause each Prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force)
under the 1933 Act and comply with the provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable
to them with respect to the disposition of all securities covered by each Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the selling Holders thereof (including sales by any Participating
Broker-Dealer);


 


(c)          in
the case of a Shelf Registration, (i) notify each Holder of Transfer Restricted Securities, at least five business days prior to
filing, that a Shelf Registration Statement with respect to the Transfer Restricted Securities is being filed and advising such
Holders that the distribution of Transfer Restricted Securities will be made in accordance with the method selected by the Majority
Holders participating in the Shelf Registration; (ii) furnish to each Holder of Transfer Restricted Securities and to each underwriter
of an underwritten offering of Transfer Restricted Securities, if any, without charge, as many copies of each Prospectus, including
each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or underwriter may
reasonably request, including financial statements and schedules and, if the Holder so requests, all exhibits in order to facilitate
the public sale or other disposition of the Transfer Restricted Securities; and (iii) hereby consent to the use of the Prospectus
or any amendment or supplement thereto by each of the selling Holders of Transfer Restricted Securities in connection with the
offering and sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;


 


(d)          use
all commercially reasonable efforts to register or qualify the Transfer Restricted Securities under all applicable state securities
or “blue sky” laws of such jurisdictions as any Holder of Transfer Restricted Securities covered by a Registration
Statement and each underwriter of an underwritten offering of Transfer Restricted Securities shall reasonably request by the time
the applicable Registration Statement is declared effective by the SEC, and do any and all other acts and things which may be reasonably
necessary or advisable to enable each such Holder and underwriter to consummate the disposition in each such jurisdiction of such
Transfer Restricted Securities owned by such Holder; provided, however, that the Company shall not be required to
(i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(d),


 




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or (ii) take any action which would subject
it to general service of process or taxation in any such jurisdiction where it is not then so subject;


 


(e)          notify
promptly each Holder of Transfer Restricted Securities under a Shelf Registration or any Participating Broker-Dealer who has notified
the Company that it is utilizing the Exchange Offer Registration Statement as provided in paragraph (f) below and, if requested
by such Holder or Participating Broker-Dealer, confirm such advice in writing promptly (i) when a Registration Statement has become
effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any
state securities authority for post-effective amendments and supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority
of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose,
(iv) in the case of a Shelf Registration, if, between the effective date of a Registration Statement and the closing of any sale
of Transfer Restricted Securities covered thereby, the representations and warranties of the Company contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct
in all material respects, (v) of the happening of any event or the discovery of any facts during the period a Shelf Registration
Statement is effective which makes any statement made in such Registration Statement untrue in any material respect or which requires
the making of any changes in such Registration Statement in order to make the statements therein not misleading, (vi) of the happening
of any event or the discovery of any facts during the period a Shelf Registration Statement is effective which makes any statement
in the related Prospectus untrue in any material respect or which requires the making of any changes in such Prospectus in order
to make the statements therein, in light of the circumstances under which they were made, not misleading, (vii) of the receipt
by the Company of any notification with respect to the suspension of the qualification of the Transfer Restricted Securities or
the Exchange Notes, as the case may be, for sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose and (viii) of any determination by the Company that a post-effective amendment to such Registration Statement would be
appropriate;


 


(f)          (A)
in the case of the Exchange Offer Registration Statement (i) include in the Exchange Offer Registration Statement a section entitled
“Plan of Distribution” which section shall be reasonably acceptable to the Dealer Manager on behalf of the Participating
Broker-Dealers, and which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with
respect to the potential “underwriter” status of any broker-dealer that holds Transfer Restricted Securities acquired
for their own account as a result of market-making activities or other trading activities and that will be the beneficial owner
(as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes to be received by such broker-dealer in the Exchange Offer,
whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the
reasonable judgment of the Dealer Manager on behalf of the Participating Broker-Dealers and its counsel, represent the prevailing
views of the staff of the SEC, including a statement that any such broker-dealer who receives Exchange Notes for Transfer Restricted
Securities pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Notes, (ii) furnish to each Participating


 




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Broker-Dealer who has delivered to the Company
the notice referred to in Section 3(e), without charge, as many copies of each Prospectus included in the Exchange Offer Registration
Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such Participating Broker-Dealer may
reasonably request, (iii) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement
or any amendment or supplement thereto, by any Person subject to the prospectus delivery requirements of the SEC, including all
Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Notes covered by the Prospectus or any amendment
or supplement thereto, and (iv) include in the transmittal letter or similar documentation to be executed by an exchange offeree
in order to participate in the Exchange Offer (x) the following provision:


 


“If the exchange offeree is a broker-dealer holding
Transfer Restricted Securities acquired for its own account as a result of market-making activities or other trading activities,
it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of Exchange Notes received
in respect of such Transfer Restricted Securities pursuant to the Exchange Offer:” and


 


(y) a statement to the effect that by a broker-dealer making
the acknowledgment described in clause (x) and by delivering a Prospectus in connection with the exchange of Transfer Restricted
Securities, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the 1933 Act;


 


(g)          (i)
in the case of an Exchange Offer, furnish counsel for the Dealer Manager and (ii) in the case of a Shelf Registration, furnish
Special Counsel copies of any comment letters received from the SEC or any other request by the SEC or any state securities authority
for amendments or supplements to a Registration Statement and Prospectus or for additional information;


 


(h)          use
all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement
at the earliest possible moment;


 


(i)          in
the case of a Shelf Registration, furnish to each Holder of Transfer Restricted Securities, and each underwriter, if any, without
charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto, including financial
statements and schedules (without documents incorporated therein by reference and all exhibits thereto, unless requested);


 


(j)          in
the case of a Shelf Registration, cooperate with the selling Holders of Transfer Restricted Securities to facilitate the timely
preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive
legends; and enable such Transfer Restricted Securities to be in such denominations (consistent with the provisions of the Indenture)
and registered in such names as the selling Holders or the underwriters, if any, may reasonably request at least three business
days prior to the closing of any sale of Transfer Restricted Securities;


 




    	- 11 -



    	 



    

  


(k)          in
the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Sections
3(e)(v), 3(e)(vi) and 3(e)(vii) hereof, as promptly as practicable after the occurrence of such an event, use all commercially
reasonable efforts to prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers
of the Transfer Restricted Securities or Participating Broker-Dealers, such Prospectus will not contain at the time of such delivery
any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading or will remain so qualified. At such time as such public disclosure
is otherwise made or the Company determines that such disclosure is not necessary, in each case to correct any misstatement of
a material fact or to include any omitted material fact, the Company agrees promptly to notify each Holder of such determination
and to furnish each Holder such number of copies of the Prospectus as amended or supplemented, as such Holder may reasonably request;


 


(l)          in
the case of a Shelf Registration, a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment
to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference
into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document
to Special Counsel; and make representatives of the Company as shall be reasonably requested by the Holders of Transfer Restricted
Securities, or Special Counsel, available for discussion of such document;


 


(m)          obtain
a CUSIP number for all Exchange Notes or Transfer Restricted Securities, as the case may be, not later than the effective date
of a Registration Statement, and provide the Trustee with printed certificates for the Exchange Notes or the Transfer Restricted
Securities, as the case may be, in a form eligible for deposit with the Depositary;


 


(n)          (i)
cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Notes or
Transfer Restricted Securities, as the case may be, (ii) cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act and (iii)
execute, and use all commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect
such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner;


 


(o)          in
the case of a Shelf Registration, enter into agreements (including underwriting agreements) and take all other customary and appropriate
actions in order to expedite or facilitate the disposition of such Transfer Restricted Securities and in such connection whether
or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration:


 


(i)          make
such representations and warranties to the Holders of such Transfer Restricted Securities and the underwriters, if any, in form,
substance and


 




    	- 12 -



    	 



    

  


scope as are customarily made by issuers
to underwriters in similar underwritten offerings as may be reasonably requested by them;


 


(ii)         obtain
opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriters, if any, and the holders of a majority in principal amount of the Transfer Restricted
Securities being sold) addressed to each selling Holder and the underwriters, if any, covering the matters customarily covered
in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by
such Holders and underwriters;


 


(iii)        obtain
“comfort” letters and updates thereof from the Company’s independent registered public accounting firm (and,
if necessary, any other independent registered public accounting firm of any subsidiary of the Company or of any business acquired
by the Company for which financial statements are, or are required to be, included in the Registration Statement) addressed to
the underwriters, if any, and use all commercially reasonable efforts to have such letter addressed to the selling Holders of Transfer
Restricted Securities (in accordance with Statement on Auditing Standards No. 72 of the American Institute of Certified Public
Accounts), such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters
to underwriters in connection with similar underwritten offerings;


 


(iv)        enter
into a securities sales agreement with the Holders and an agent of the Holders providing for, among other things, the appointment
of such agent for the selling Holders for the purpose of soliciting purchases of Transfer Restricted Securities, which agreement
shall be in form, substance and scope customary for similar offerings;


 


(v)         if
an underwriting agreement is entered into, cause the same to set forth indemnification provisions and procedures substantially
equivalent to the indemnification provisions and procedures set forth in Section 4 hereof with respect to the underwriters and
all other parties to be indemnified pursuant to said Section or, at the request of any underwriters, in the form customarily provided
to such underwriters in similar types of transactions; and


 


(vi)        deliver
such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the Holders
of a majority in principal amount of the Transfer Restricted Securities being sold and the managing underwriters, if any.


 


The above shall be done at (i) the effectiveness of such Registration
Statement (and each post-effective amendment thereto) and (ii) each closing under any underwriting or similar agreement as and
to the extent required thereunder;


 




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(p)          in
the case of a Shelf Registration or if a Prospectus is required to be delivered by any Participating Broker-Dealer in the case
of an Exchange Offer, make available for inspection by representatives of the Holders of the Transfer Restricted Securities, any
underwriters participating in any disposition pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and any
counsel or accountant retained by any of the foregoing, all financial and other records, pertinent corporate documents and properties
of the Company reasonably requested by any such persons, and cause the respective officers, directors, employees, and any other
agents of the Company to supply all information reasonably requested by any such representative, underwriter, special counsel or
accountant in connection with a Registration Statement, and make such representatives of the Company available for discussion of
such documents as shall be reasonably requested; provided that information which the Company determines in good faith, to
be confidential and which it notifies such parties is confidential shall not be disclosed by such parties unless (i) such parties
reasonably determine that the disclosure of such information is necessary to avoid or correct a material misstatement or omission
in the Shelf Registration Statement or the related Prospectus, (ii) such party reasonably determines, based on the advice of counsel,
that disclosure of such information is required pursuant to a subpoena or other order for a court of competent jurisdiction or
any other administrative agency or is otherwise required by applicable law, in which case each such party shall promptly notify,
if permitted by applicable law, the Company or (iii) such information has been made generally available to the public;


 


(q)          (i)
in the case of an Exchange Offer Registration Statement, a reasonable time prior to the filing of any Exchange Offer Registration
Statement, any Prospectus forming a part thereof, any amendment to an Exchange Offer Registration Statement or amendment or supplement
to such Prospectus, provide copies of such document to the Dealer Manager and make such changes in any such document prior to the
filing thereof as the Dealer Manager may reasonably request and, except as otherwise required by applicable law, not file any such
document in a form to which the Holders of Transfer Restricted Securities and counsel to the Holders of Transfer Restricted Securities
shall not have previously been advised and furnished a copy of or to which the Holders of Transfer Restricted Securities or counsel
to the Holders of Transfer Restricted Securities shall reasonably object, and make the representatives of the Company available
for discussion of such documents as shall be reasonably requested by the Holders: and


 


(ii)          in
the case of a Shelf Registration, a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a
part thereof, any amendment to such Shelf Registration Statement or amendment or supplement to such Prospectus, provide copies
of such document to the Holders of Transfer Restricted Securities, to counsel for the Holders and to the underwriter or underwriters
of an underwritten offering of Transfer Restricted Securities, if any, make such changes in any such document prior to the filing
thereof as the counsel to the Holders or the underwriter or underwriters reasonably request and not file any such document in a
form to which the Majority Holders, counsel for the Holders of Transfer Restricted Securities or any underwriter shall not have
previously been advised and furnished a copy of or to which the Majority Holders, counsel to the Holders of Transfer Restricted
Securities or any underwriter shall reasonably object, and make the representatives of the Company available for discussion of


 




    	- 14 -



    	 



    

  


such document as shall be reasonably
requested by the Holders of Transfer Restricted Securities, counsel for the Holders of Transfer Restricted Securities or any underwriter;


 


(r)          in
the case of a Shelf Registration, use all commercially reasonable efforts to cause all Transfer Restricted Securities to be listed
on any securities exchange on which similar debt securities issued by the Company are then listed if requested by the Majority
Holders, or if requested by the underwriter or underwriters of an underwritten offering of Transfer Restricted Securities, if any;


 


(s)          in
the case of a Shelf Registration, use all commercially reasonable efforts to cause the Transfer Restricted Securities to be rated
by the appropriate rating agencies, if so requested by the Majority Holders, or if requested by the underwriter or underwriters
of an underwritten offering of Transfer Restricted Securities, if any;


 


(t)          otherwise
comply with all applicable rules and regulations of the SEC and make available to its security holders, as soon as reasonably practicable,
an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule
158 thereunder; and


 


(u)          cooperate
and assist in any filings required to be made with FINRA and, in the case of a Shelf Registration, in the performance of any due
diligence investigation by any underwriter and its counsel (including any “qualified independent underwriter” that
is required to be retained in accordance with the rules and regulations of FINRA).


 


In the case of a Shelf Registration Statement,
the Company may (as a condition to such Holder’s participation in the Shelf Registration) require each Holder of Transfer
Restricted Securities to furnish to the Company such information regarding the Holder and the proposed distribution by such Holder
of such Transfer Restricted Securities as the Company may from time to time reasonably request in writing.


 


In the case of a Shelf Registration Statement,
each Holder agrees that, upon receipt of any notice from the Company of (i) the happening of any event or the discovery of any
facts, each of the kind described in Section 3(e)(v) or 3(e)(vi) hereof, or (ii) the good faith determination of the Board of Directors
or the Chief Executive Officer and Chief Financial Officer of the Company that the continued effectiveness of the Shelf Registration
Statement and use of the Prospectus would require disclosure of confidential information related to a material acquisition or divestiture
of assets or a material corporate transaction, event or development, such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented
or amended Prospectus contemplated by Section 3(k) hereof, and, if so directed by the Company, such Holder will deliver to the
Company (at its expense) all copies in such Holder’s possession, other than permanent file copies then in such Holder’s
possession, of the Prospectus covering such Transfer Restricted Securities current at the time of receipt of such notice; provided
that the Company shall not allow the Shelf Registration Statement to fail or cease to be effective or allow the Prospectus to be
unusable pursuant to the provisions of this paragraph for more than 45 days during any year of effectiveness contemplated by Section
2 hereof.


 




    	- 15 -



    	 



    

  


It is understood and agreed that the provisions
of this paragraph shall not affect the Company’s obligations under Section 2.5 of this Agreement.


 


If any of the Transfer Restricted Securities
covered by any Shelf Registration Statement are to be sold in an underwritten offering, the underwriter or underwriters and manager
or managers that will manage such offering will be selected by the Majority Holders of such Transfer Restricted Securities included
in such offering and shall be acceptable to the Company. No Holder of Transfer Restricted Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided
in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms
of such underwriting arrangements.


 


4.          Indemnification;
Contribution.


 


(a)          The
Company agrees to indemnify and hold harmless the Dealer Manager, each Holder, each Participating Broker-Dealer, each Person who
participates as an underwriter (any such Person being an “Underwriter”) and the affiliates, directors, officers,
agents, representatives and employees of the Dealer Manager, any Holder, Participating Broker-Dealer or Underwriter and each Person,
if any, who controls the Dealer Manager, any Holder, Participating Broker-Dealer or Underwriter (each an “Indemnified
Person”) with respect to the Securities and Exchange Notes as follows:


 


(i)          from
and against any and all losses, actions, claims, damages or liabilities, and will reimburse any Indemnified Person for all costs
and expenses (including, but not limited to, reasonable counsel fees) as they are incurred by such Indemnified Person in connection
with investigating, preparing to defend or defending any such action or claim insofar as such losses, actions, claims, damages
or liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Notes or Transfer Restricted
Securities were registered under the 1933 Act, or the omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (or any amendment or supplement thereto) pursuant to which Exchange Notes or Transfer
Restricted Securities were registered under the 1933 Act, or the omission or alleged omission therefrom of a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and


 


(ii)         from
and against any and all actions, claims, damages, liabilities or expenses whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or


 




    	- 16 -



    	 



    

  


omission, or any such alleged untrue
statement or omission; provided that (subject to Section 4(c) below) any such settlement is effected with the written consent of
the Company;


 


provided, however, that the Company will not be
liable to any Indemnified Person to the extent that any claims, liabilities, losses, damages, costs or expenses (A) are finally
determined by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct
of such Indemnified Person or (B) arise out of or are based upon (x) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or any Prospectus, (y) any omission or alleged omission to state in any Registration
Statement a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any
omission or alleged omission to state in any Prospectus a material fact in any Prospectus necessary to make the statements therein,
in the light of the circumstances in which they were made, not misleading, if in either such case such statement or omission relates
solely to a Holder, Participating Broker-Dealer, Underwriter or the Dealer Manager and was made in reliance upon and in conformity
with information furnished in writing by such Holder, Participating Broker-Dealer, Underwriter or the Dealer Manager to the Company
expressly for use therein. The Company shall not be liable under this Section 4 for any settlement of any claim or action effected
without its prior written consent, which shall not be unreasonably withheld.


 


(b)          Each
Holder severally, but not jointly, agrees to indemnify and hold harmless the Company, each Underwriter and the other selling Holders,
and each of their affiliates, directors, officers, agents, representatives and employees and each Person, if any, who controls
the Company, any Underwriter or any other selling Holder, against any and all losses, actions, claims, damages, liabilities and
expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto) or any
Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information
with respect to such Holder furnished to the Company by or on behalf of such Holder expressly for use in the Shelf Registration
Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however,
that no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from
the sale of Transfer Restricted Securities pursuant to such Shelf Registration Statement.


 


(c)          The
Company will not, without the prior written consent of a Holder, Participating Broker-Dealer, Underwriter or the Dealer Manager,
as the case may be, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit
or proceeding in respect of which indemnification or contribution may be sought by an Indemnified Person hereunder (when an Indemnified
Person is or could have been a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent
(i) includes an unconditional written release (in form and substance reasonably satisfactory to the Indemnified Persons) of the
Indemnified Persons from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement
as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Person.


 




    	- 17 -



    	 



    

  


(d)          Promptly
after receipt by an Indemnified Person under this Section 4 of notice of the commencement of any action, such Indemnified Person
will, if a claim in respect thereof is to be made against the Company under this Section 4, notify the Company in writing of the
commencement thereof; but the omission so to notify the Company (i) will not relieve the Company from any liability which it may
have to any Indemnified Person otherwise than under this Section 4 unless and to the extent such failure results in the forfeiture
by the Company of substantial rights and defenses and (ii) will not, in any event, relieve the Company from any obligations to
any Indemnified Person other than the indemnification obligation provided in this Section 4. In case any such action is brought
against any Indemnified Person, and it notifies the Company of the commencement thereof, the Company will be entitled to participate
therein and, to the extent they may wish to, may assume the defense thereof, with counsel satisfactory to such Indemnified Person;
provided, however, that if the defendants in any such action include both the Indemnified Person and the Company
and the Indemnified Person shall have concluded that there may be one or more legal defenses available to it and/or other Indemnified
Persons that are different from or additional to those available to the Company, then the Company shall not have the right to direct
the defense of such action on behalf of such Indemnified Person(s) and such Indemnified Person(s) shall have the right to select
separate counsel to defend such action on behalf of such Indemnified Person(s). After notice from the Company to such Indemnified
Person of its election so to assume the defense thereof, approval by such Indemnified Person of counsel appointed to defend such
action, which approval shall not be unreasonably withheld, the retention of such counsel by the Company in a timely manner, the
Company will not be liable to such Indemnified Person under this Section 4 for any legal or other expenses, other than reasonable
costs of investigation subsequently incurred by such Indemnified Person in connection with the Company’s defense thereof,
unless (i) the Indemnified Person shall have employed separate counsel in accordance with the proviso to the immediately preceding
sentence (it being understood, however, that in connection with such action the Company shall not be liable for the expenses of
more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in
the same jurisdiction arising out of the same general allegations or circumstances representing the Indemnified Persons who are
parties to such action or actions) or (ii) the Company has authorized the employment of counsel for the Indemnified Person at the
expense of the Company. After such notice from the Company to such Indemnified Person, approved by such Indemnified Person and
retention of such counsel by the Company, the Company will not be liable for the losses, costs and expenses of any settlement of
such action effected by such Indemnified Person without the consent of the Company, unless such Indemnified Person waives all of
its rights under this Section 4, in which case the Indemnified Person may effect such a settlement without such consent.


 


(e)          In
circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 4 is unavailable or insufficient
to hold harmless an Indemnified Person in respect of any losses, claims, damages or liabilities (or actions in respect thereof),
the Company, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect (i) the relative benefits received by the Company on the one hand and the Indemnified Person(s) on the other hand or
(ii) if the allocation provided by the foregoing clause (i) is not permitted by


 




    	- 18 -



    	 



    

  


applicable law, not only such relative benefits
but also the relative fault of the Company on the one hand and the Indemnified Person(s) on the other hand in connection with such
losses, claims, damages or liabilities (or actions in respect thereof). The relative benefits received by the Company on the one
hand and the Indemnified Person(s) on the other hand shall be deemed to be in the same proportion as (i) the relative benefits
received by the Company from the initial offering and sale of the Securities, on one hand, bears to (ii) the relative benefit received
by a Holder from receiving securities registered under the 1933 Act, on the other.


 


The relative fault of the Company on the
one hand and the Holders on the other hand shall be determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied
by the Company, the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.


 


The indemnity, reimbursement and contribution
obligations of the Company under this Agreement shall be in addition to any rights that a Holder or any other Indemnified Person
may have at common law or otherwise, including any other agreements by and among the parties hereto. The Company and the Holders
agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita
allocation (even if the Company on the one hand and the Indemnified Person(s) on the other hand were treated as one entity for
such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in
this Section 4. Notwithstanding the provisions of this Section 4, no Holder shall be required to contribute any amount in excess
of the amount by which the net proceeds received by such Holder from the exchange of the Transfer Restricted Securities exceeds
the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission with respect to the Securities or Exchange Notes from the exchange of the Transfer Restricted Securities,
and no person guilty of fraudulent misrepresentation shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


 


For purposes of this Section 4, each Person,
if any, who controls the Dealer Manager, any Holder, each Participating Broker-Dealer or Underwriter within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Dealer Manager, such Holder,
each Participating Broker-Dealer or Underwriter and each director of the Company, and each Person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the
Company.


 


5.          Miscellaneous.


 


5.1           Rule
144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act,
the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of
the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such
reports, the Company covenants that it will upon the request of


 




    	- 19 -



    	 



    

  


any Holder of Transfer Restricted Securities
(a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver
such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will
take such further action as any Holder of Transfer Restricted Securities may reasonably request, and (c) take such further action
that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its
Transfer Restricted Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i)
Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may
be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder
of Transfer Restricted Securities, the Company will deliver to such Holder a written statement as to whether it has complied with
such requirements.


 


5.2           No
Inconsistent Agreements. The Company has not entered into and the Company will not after the date of this Agreement enter into
any agreement which is inconsistent with the rights granted to the Holders of Transfer Restricted Securities in this Agreement
or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not and will not for the term
of this Agreement in any way conflict with the rights granted to the holders of the Company’s other issued and outstanding
securities under any such agreements.


 


5.3           Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent
of Holders of at least a majority in aggregate principal amount of the outstanding Transfer Restricted Securities affected by such
amendment, modification, supplement, waiver or departure.


 


5.4           Notices.
All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (a) if to a Holder, at the most current address
given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 5.4, which address
initially is the address set forth in the security records of the Company as of the date hereof; (b) if to the Company, initially
at the Company’s address set forth in the Dealer Manager Agreement, and thereafter at such other address of which notice
is given in accordance with the provisions of this Section 5.4; or (c) if the Dealer Manager, the address set forth in the Dealer
Manager Agreement.


 


All such notices and communications shall
be deemed to have been duly given: at the time delivered by hand, if personally delivered; two business days after being deposited
in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered
to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands, or
other communications shall be concurrently delivered by the person giving the same to the Trustee under the Indenture, at the address
specified in such Indenture.


 




    	- 20 -



    	 



    

  


5.5           Successor
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms of the Dealer Manager Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer
Restricted Securities, in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such person shall
be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including
the restrictions on resale set forth in this Agreement and, if applicable, the Dealer Manager Agreement, and such person shall
be entitled to receive the benefits hereof.


 


5.6           Third
Party Beneficiaries. The Dealer Manager (even if the Dealer Manager is not a Holder of Transfer Restricted Securities) shall
be a third party beneficiary to the agreements made hereunder between the Company, on the one hand, and the Holders, on the other
hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable
to protect its rights or the rights of Holders hereunder. Each Holder of Transfer Restricted Securities shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one hand, and the Dealer Manager, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect
its rights hereunder.


 


5.7           Specific
Enforcement. Without limiting the remedies available to the Dealer Manager and the Holders, the Company acknowledges that any
failure by the Company to comply with its obligations under Sections 2.1 through 2.4 hereof may result in material irreparable
injury to the Dealer Manager or Holders for which there is no adequate remedy at law, that it would not be possible to measure
damages for such injuries precisely and that, in the event of any such failure, the Dealer Manager or any Holder may obtain such
relief as may be required to specifically enforce the Company’s obligations under Sections 2.1 through 2.4 hereof.


 


5.8           Restriction
on Resales. The Company will not, and will cause their “affiliates” (as such term is defined in Rule 144(a)(1)
under the 1933 Act) not to, resell any Securities which are “restricted securities” (as such term is defined under
Rule 144(a)(3) under the 1933 Act) that have been reacquired by any of them and shall immediately upon any purchase of any such
Securities submit such Securities to the Trustee for cancellation.


 


5.9           Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


5.10         Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 




    	- 21 -



    	 



    

  


5.11         GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.


 


5.12         Severability.
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.


 




    	- 22 -



    	 



    

  


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


	 	National Rural Utilities 
	 	Cooperative Finance Corporation
	 	 	 	 
	 	By:	/s/ J. Andrew Don
	 	 	Name:	J. Andrew Don
	 	 	Title:	Senior Vice President and
	 	 	 	Chief Financial Officer


 


	Confirmed and accepted as	 
	of the date first above written:	 
	 	 
	J.P. MORGAN SECURITIES LLC	 
	 	 	 	 
	By:	/s/ Robert Bottamedi	 
	 	Name:	Robert Bottamedi	 
	 	Title: 	Vice President	 


 





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