Exhibit
10.11.1

       

    

    AMENDMENT
NO. 1 TO

    AMENDED
AND RESTATED

    MASTER
CENTRAL SERVICING AGREEMENT

    


    This
Amendment No. 1 by and
between the Federal Agricultural Mortgage Corporation (“Farmer Mac”), a
corporation organized and existing under the laws of the United States of
America, and Zions First National Bank, a national bank (the “Central Servicer”)
to the Amended and Restated Master Central Servicing Agreement dated as of
May 1, 2004 (the “Agreement”) is made and entered into as of June 1,
2009.

    


    WHEREAS,
Farmer Mac and the Central Servicer wish to identify certain agricultural real
estate mortgage loans to be serviced by the Central Servicer under the Agreement
as to which the Central Servicer will be compensated based on a different
Servicing Fee Rate compared to the rate currently set forth in the Agreement;
and

    


    WHEREAS,
capitalized terms used but not defined herein have the meanings given to them in
the Agreement.

    


    NOW,
THEREFORE, in consideration of the mutual covenants and undertakings set forth
in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Farmer Mac and the Central
Servicer agree as follows:

    


    Section
1.             
The following defined term is added to Section 1.01 of the Agreement after the
defined term “Qualified Loans”:

    


    “[name omitted]
Loans”: the portfolio of Qualified Loans whose servicing rights the
Central Servicer acquired pursuant to a Mortgage Servicing Assignment Agreement
between the Central Servicer and [material omitted pursuant to a request for
confidential treatment and filed separately with the SEC], which Qualified Loans
are identified in Exhibit A to this Amendment No. 1.

    


    Section
2.              The
defined term “Servicing Fee Rate” in Section 1.01 of the Agreement is amended in
its entirety as follows:

    


    “Servicing Fee Rate”:
[material omitted pursuant to a request for confidential treatment and filed
separately with the SEC]

    


    Section
3.             
With respect to each [name omitted] Loan that was current as of June 1,
2009, the Central Servicer agrees to pay to Farmer Mac the difference between
(i) the new Servicing Fee Rate [material omitted pursuant to a request for
confidential treatment and filed separately with the SEC] and (ii) the current
Servicing Fee Rate previously negotiated with [name omitted], from the last
interest paid date to June 1, 2009.  Such payment shall be made upon
completion of all transfer agreements and consents with respect to the [name
omitted] Loans.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Section
4.               No
more than three (3) days after the Central Servicer acquires the servicing
rights to the [name omitted] Loans from [name omitted], the Central Servicer
shall, at its own expense, mail to each Borrower related to a [name omitted]
Loan a letter of introduction setting forth contact information for the Central
Servicer and its designees and setting forth instructions for the remittance of
all future loan payments and loan compliance information.

    


    Section
5.              Within
seven (7) days after receipt from [name omitted] of a list of all Borrowers
related to the [name omitted] Loans with past due amounts, the Central Servicer
shall use its best efforts to make contact, by phone or in person, with each
past due borrower for the purpose of directing payment of any past due amounts
to the Central Servicer.

    


    Section
6.              Farmer
Mac acknowledges and agrees that the Central Servicer shall have no liability
for any servicing actions taken, or the failure to perform any required
servicing action, by [name omitted] with respect to the [name omitted] Loans
prior to June 1, 2009.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the
Agreement to be duly executed by their duly authorized officers or
representatives as of the date above first written.

    


    
      
        	
                Federal Agricultural Mortgage
      Corporation

              
	 
      	 
      
	
                By:

              	
                /s/ Tom Stenson

              
	 
      	
                Name:
      Tom Stenson

              
	
                 

              	
                Title:  
       EVP

              
	 
      	 
      
	
                Zions
      First National Bank

              
	 
      	 
      
	
                By:

              	
                /s/ Rodney Avey

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    [information
about agricultural mortgage loans omitted pursuant to a request for confidential
treatment and filed separately with the SEC]