EX-1.1 2 tm264510d1_ex1-1.htm EXHIBIT 1.1

 

Exhibit 1.1

 

NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION

 

Medium-Term Notes, Series D 

AMENDMENT NO. 1 TO AGENCY AGREEMENT

 

January 28, 2026

 

RBC Capital Markets, LLC 

BMO Capital Markets Corp. 

FNB America Securities LLC 

Huntington Securities, Inc. 

J.P. Morgan Securities LLC 

KeyBanc Capital Markets Inc. 

Mizuho Securities USA LLC 

MUFG Securities Americas Inc. 

M&T Securities, Inc. 

PNC Capital Markets LLC 

Regions Securities LLC 

Truist Securities, Inc. 

U.S. Bancorp Investments, Inc. 

 

c/o RBC Capital Markets, LLC 

Brookfield Place 

200 Vesey Street, 8th Floor 

New York, New York 10281 

 

Ladies & Gentlemen:

 

Reference is made to the Agency Agreement, dated as of October 27, 2023 (the “Agreement”), by and among National Rural Utilities Cooperative Finance Corporation, a District of Columbia cooperative association (the “Company”), on the one hand, and J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, Regions Securities LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc. (each, an “Agent” and collectively, the “Agents” and together with the Company, the “Parties”) related to the issuance and sale by the Company of its Medium-Term Notes, Series D, pursuant to the terms thereof. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

 

In light of the Company’s desire to add BMO Capital Markets Corp., FNB America Securities LLC, Huntington Securities, Inc. and M&T Securities, Inc., as Agents and remove Scotia Capital (USA) Inc. as an Agent, the Parties wish to amend the Agreement through this Amendment No. 1 to Agency Agreement (this “Amendment”) to add such new Agents, to modify the definition of certain defined terms set forth in the Agreement and used therein and to make certain other changes to the Agreement with effect on and after the date hereof (the “Effective Date”).

 

 

 

 

SECTION 1. Amendments to the Agreement. The Parties agree, from and after the Effective Date, that:

 

  a. The definitions of the terms “Agent” and “Agents” are hereby amended to read as follows: “RBC Capital Markets, LLC, BMO Capital Markets Corp., FNB America Securities LLC, Huntington Securities, Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., M&T Securities, Inc., PNC Capital Markets LLC, Regions Securities LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc.”
     
  b. The definitions of the term “Statutory Prospectus” is hereby amended so that clause (ii) of such definition reads as follows “the prospectus supplement and any additional supplement(s) to such prospectus supplement relating to the Securities, filed by the Company with the Commission pursuant to Rule 424(b) prior to the offer and acceptance of the Securities of a particular tranche, and”
     
  c. Section 13 of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“RBC Capital Markets, LLC 

Brookfield Place 

200 Vesey Street, 8th Floor 

New York, NY 10281 

Attention: DCM Transaction Management/Scott Primrose

 

BMO Capital Markets Corp. 

151 West 42nd Street 

New York, New York 10036 

Attention: U.S. Investment Grade Debt Capital Markets

 

FNB America Securities LLC 

First National Bank of Pennsylvania 

FNB Financial Center 

626 Washington Place, 13th Fl 

Pittsburgh, Pennsylvania 15219 

Attention: Debt Capital Markets

 

Huntington Securities, Inc. 

41 South High Street, HC0520 

Columbus, Ohio 43287 

Attention: Investment Grade Debt Capital Markets

 

J.P. Morgan Securities LLC 

270 Park Avenue
New York, New York 10017 

Attention: Medium-Term Note Desk, Third Floor

 

KeyBanc Capital Markets Inc.
127 Public Square 

Cleveland, OH 44114 

Attention: Debt Capital Markets, 8th Floor

 

Mizuho Securities USA LLC
1271 Avenue of the Americas 

New York, NY 10020

Attention: Debt Capital Markets

 

2

 

 

MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor 

New York, New York 10020
Attention: Capital Markets Group
Fax: (646) 434-3455

 

M&T Securities, Inc. 

1 Light Street, 13th Floor 

Baltimore, Maryland 21202 

Attention: Investment Banking Group

 

PNC Capital Markets LLC
300 Fifth Ave. 

Pittsburgh, PA 15222
Attention: Debt Capital Markets

 

Regions Securities LLC 

1180 West Peachtree St. NW, Suite 1400 

Atlanta, GA 30309 

Attention: Debt Capital Markets

 

Trust Securities, Inc.
3333 Peachtree Road N.E.
Atlanta, GA 30326 

Attention: Investment Grade Capital Markets

 

U.S. Bancorp Investments, Inc.
214 N. Tryon St. 26th Floor
Charlotte, NC 28202 

Attention: Investment Grade Syndicate

 

Notices to the Company shall be directed to it as follows:

 

National Rural Utilities Cooperative 

Finance Corporation
20701 Cooperative Way
Dulles, VA 20166-6691 

Attention: Senior Vice President and Chief Financial Officer”

 

3

 

 

  d.

The first paragraph of the Administrative Procedures attached to the Agreement as Exhibit B is hereby deleted in its entirety and replaced with the following:

 

“Medium-Term Notes, Series D, with maturities of nine months or more from date of issue (the “Notes”) are to be offered on a continuing basis by National Rural Utilities Cooperative Finance Corporation (the “Company”). RBC Capital Markets, LLC, BMO Capital Markets Corp., FNB America Securities LLC, Huntington Securities, Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., M&T Securities, Inc., PNC Capital Markets LLC, Regions Securities LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as agents (each an “Agent” and, collectively, the “Agents”), have agreed to use their reasonable best efforts to solicit offers to purchase the Notes. The Notes are being sold pursuant to an Agency Agreement between the Company and the Agents dated October 27, 2023, as amended by Amendment No. 1 to Agency Agreement dated January 28, 2026 (as it may be further supplemented or amended from time to time, the “Agency Agreement”), to which these administrative procedures are attached as an exhibit. The Company has also reserved the right to sell Notes directly on its own behalf. The Notes will be issued pursuant to an Indenture, dated as of December 15, 1987 (as supplemented by a First Supplemental Indenture dated as of October 1, 1990 and as it may be supplemented or amended from time to time, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”). The Notes will rank equally with all other unsecured and unsubordinated indebtedness of the Company and will have been registered with the Securities and Exchange Commission (the “Commission”). Unless otherwise defined herein, terms defined in the Agency Agreement or Indenture shall have the same meaning when used in this exhibit.”

 

  e. The form of Letter of Hogan Lovells US LLP, counsel to the Company attached to the Agreement as Exhibit E-2 is replaced in its entirety with the form thereof attached hereto as Exhibit A.
     
  f. Schedule A to the form of Purchase Agreement attached to the Agreement as Exhibit C is replaced in its entirety with the form thereof attached hereto as Exhibit B.
     
  g. The form of Pricing Supplement for Fixed Rate Notes attached to the Agreement as Exhibit G-1 is replaced in its entirety with the form thereof attached hereto as Exhibit C.
     
  h. The form of Pricing Supplement for Floating Rate Notes attached to the Agreement as Exhibit G-2 is replaced in its entirety with the form thereof attached hereto as Exhibit D.

 

SECTION 2. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment.

 

SECTION 3. Counterparts. This Amendment may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or any other rapid transmission device designed to produce a written record of the communication transmitted shall be as effective as delivery of a manually executed counterpart thereof.

 

4

 

 

The words “execution,” “executed,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

 

SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of New York.

 

SECTION 5. Successors and Assigns. This Amendment shall be binding upon each Agent and the Company and their respective successors and assigns and any successor or assign of any substantial portion of the Company’s or such Agent’s respective businesses and/or assets.

 

[Signature Page Follows]

 

5

 

 

  Very truly yours,
   
 

NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE

CORPORATION

     
  By: /s/ Yu Ling Wang
    Name: Yu Ling Wang
    Title: Senior Vice President and Chief Financial Officer

 

[Signature Page to Amendment No. 1 to Agency Agreement]

 

6

 

 

CONFIRMED AND ACCEPTED as

of the date first above written:

 

RBC CAPITAL MARKETS, LLC   M&T Securities, Inc.
             
  by       by  
    /s/ John M. Sconzo       /s/ Michael Newcomb
    Name: John M. Sconzo       Name: Michael Newcomb
    Title: Managing Director       Title: Managing Director
             
BMO Capital Markets Corp.   PNC CAPITAL MARKETS LLC
             
  by       by  
    /s/ Steven Mages       /s/ Valerie Shadeck
    Name: Steven Mages       Name: Valerie Shadeck
    Title: Director       Title: Managing Director
         
HUNTINGTON SECURITIES, INC.       REGIONS SECURITIES LLC
             
  by       by  
    /s/ Nicholas Muzychak       /s/ Nicole Black
    Name: Nicholas Muzychak       Name: Nicole Black
    Title: Managing Director       Title: Managing Director
             
J.P. MORGAN SECURITIES LLC   TRUIST SECURITIES, INC.
             
  by       by  
    /s/ Robert Bottamedi       /s/ Rob Nordlinger
    Name: Robert Bottamedi       Name: Rob Nordlinger
    Title: Executive Director       Title: Managing Director
             
KEYBANC CAPITAL MARKETS INC.   U.S. BANCORP INVESTMENTS, INC.
             
  by       by  
    /s/ Eamon McDermott       /s/ Brent Kreissl
    Name: Eamon McDermott       Name: Brent Kreissl
    Title: Managing Director       Title: Managing Director
             
MIZUHO SECURITIES USA LLC   FNB America Securities LLC
             
  by       by  
    /s/ W. Scott Trachsel       /s/ David Diez
    Name: W. Scott Trachsel       Name: David Diez
    Title: Managing Director       Title: Managing Director
             
MUFG SECURITIES AMERICAS INC.        
             
  by          
    /s/ Maheen Baig        
    Name: Maheen Baig        
    Title: Managing Director        

 

[Signature Page to Amendment No. 1 to Agency Agreement]

 

 

 

 

 

Exhibit B

 

SCHEDULE A

 

Purchase Agreement dated                     , 202

 

NATIONAL RURAL UTILITIES 

COOPERATIVE FINANCE CORPORATION

 

Agent    $[          ]
Principal Amount of
Medium Term Notes
to be Purchased
RBC Capital Markets, LLC  $  
BMO Capital Markets Corp.     
FNB America Securities LLC     
Huntington Securities, Inc.     
J.P. Morgan Securities LLC     
KeyBanc Capital Markets Inc.     
Mizuho Securities USA LLC     
MUFG Securities Americas Inc.     
M&T Securities, Inc.     
PNC Capital Markets LLC     
Regions Securities LLC     
Truist Securities, Inc.     
U.S. Bancorp Investments, Inc.     
    Total  $  

 

B-1

 

 

Exhibit C

 

FORM OF PRICING SUPPLEMENT FOR FIXED RATE NOTES

 

Rule 424(b)(3)

Registration No. 333-275151

 

CUSIP#:__

 

TRADE DATE: ________ 

SETTLEMENT DATE: ________

PRICING SUPPLEMENT NO. ____ DATED ________
TO PROSPECTUS SUPPLEMENT DATED OCTOBER 27, 2023
AS SUPPLEMENTED BY THE SUPPLEMENT TO PROSPECTUS SUPPLEMENT DATED JANUARY 28, 2026
AND BASE PROSPECTUS DATED OCTOBER 24, 2023

 

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series D

 

Due Nine Months or More from Date of Issue

 

Fixed Rate Notes

 

Principal Amount:1 $ ___________________

 

Issue Price: ______________% of Principal Amount

 

Original Issue Date: ________________

 

Maturity Date: ____________________

 

Interest Rate:______________________% per annum

 

Regular Record Dates: Each January 1 and July 1

 

Interest Payment Dates: Each January 15 and July 15

 

Redemption Date: ____________________

 

Basis: _________________ Agency Basis _____________As Principal

 

Agent(s) (if any): ________________________

 

Agent’s Commission (if any): ___________________

 

Form of Note (Book-Entry or Certificated): ______________________

 

 

1 NTD: To the extent there are multiple agents, include a distribution table, which includes allocation of MTNs to each agent.

 

C-1

 

 

Other Terms:  
     
     
     
     

 

Medium-Term Notes, Series D, may be issued by the Company, subject to the limitation described under “Restriction on Indebtedness” on page 16 of the Prospectus.

 

C-2

 

 

Exhibit D

 

FORM OF PRICING SUPPLEMENT FOR FLOATING RATE NOTES

 

Rule 424 (b) (3)

File No. 333-275151

 

CUSIP#:__

 

TRADE DATE: ____________ 

SETTLEMENT DATE: _____________ 

PRICING SUPPLEMENT NO. _____DATED_____________
TO PROSPECTUS SUPPLEMENT DATED OCTOBER 27, 2023
AS SUPPLEMENTED BY THE SUPPLEMENT TO PROSPECTUS SUPPLEMENT DATED JANUARY 28, 2026
AND BASE PROSPECTUS DATED OCTOBER 24, 2023

 

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

 

Medium-Term Notes, Series D 

With Maturities of Nine Months or More from Date of Issue 

Floating Rate Notes

 

Principal Amount:2 $ _________________

 

Issue Price: ____% of Principal Amount

 

Original Issue Date: ___________________

 

Maturity Date: ___________________

 

Initial Interest Rate: ___________________

 

Base Rate: ___________________

 

Spread: ___________________

 

Index Maturity: ___________________

 

Interest Payment Dates: ___________________

 

Reset Period: ___________________

 

Interest Reset Dates: ___________________

 

Redemption Date: ___________________

 

 

2 NTD: To the extent there are multiple agents, include a distribution table, which includes allocation of MTNs to each agent.

 

D-1

 

 

Basis: ___________Agency Basis ________As Principal _____________

 

Agent(s) (if any): _________________

 

Agent’s Commission (if any): _________________

 

Capacity: _________________

 

Form of Note (Book-Entry or Certificated): _________________

 

Other Terms: _________________

 

Medium-Term Notes, Series D, may be issued by the Company, subject to the limitation described under “Restriction on Indebtedness” on page 16 of the Prospectus.

 

D-2