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Exhibit 4.1
FEDERAL HOME LOAN MORTGAGE
CORPORATION
GLOBAL DEBT FACILITY
AGREEMENT
AGREEMENT
, dated as of
April 3, 2009, among the Federal Home Loan Mortgage
Corporation (“ Freddie Mac” ) and Holders of
Debt Securities (each as hereinafter defined).
Whereas:
(a) Freddie Mac is
a corporation duly organized and existing under and by virtue of
the laws of the United States (Title III of the Emergency Home
Finance Act of 1970, as amended (the “Freddie Mac
Act” )) and has full corporate power and authority to
enter into this Agreement and to undertake the obligations
undertaken by it herein;
(b) Pursuant to
Section 306(a) of the Freddie Mac Act, Freddie Mac is
authorized, upon such terms and conditions as it may prescribe, to
borrow, to pay interest or other return, and to issue notes, bonds
or other obligations or securities; and
(c) To provide
funds to permit Freddie Mac to engage in activities consistent with
its statutory purposes, Freddie Mac has established a Global Debt
Facility (the “Facility” ) and authorized the
issuance, from time to time, pursuant to this Agreement, of
unsecured general obligations of Freddie Mac or, if so provided in
the applicable Supplemental Agreement (as hereinafter defined),
secured obligations of Freddie Mac (“ Debt
Securities” ).
NOW,
THEREFORE ,
in consideration of the premises and mutual covenants herein
contained, it is hereby agreed that the following terms and
conditions of this Agreement (including, as to each issue of the
Debt Securities, the applicable Supplemental Agreement) shall
govern the Debt Securities and the rights and obligations of
Freddie Mac and Holders with respect to the Debt
Securities.
ARTICLE I
Definitions
Whenever used in this
Agreement, the following words and phrases shall have the following
meanings, unless the context otherwise requires.
Additional Debt
Securities: Debt Securities issued
by Freddie Mac with the same terms (other than Issue Date, interest
commencement date and issue price) and conditions as Debt
Securities for which settlement has previously occurred so as to
form a single series of Debt Securities as specified in the
applicable Supplemental Agreement.
Agreement:
This Global
Debt Facility Agreement dated as of April 3, 2009, as it may
be amended or supplemented from time to time, and successors
thereto pursuant to which Freddie Mac issues the Debt
Securities.
Amortizing Debt
Securities: Debt Securities on which
Freddie Mac makes periodic payments of principal during the terms
of such Debt Securities as described in the related Supplemental
Agreement.
Beneficial
Owner: The entity or individual
that beneficially owns a Debt Security.
Bonds:
Callable or
non-callable Debt Securities with maturities of more than ten
years.
Book-Entry
Rules: The Department of
Housing and Urban Development regulations (24 C.F.R.
Part 81, Subpart H) applicable to Freddie
Mac’s book-entry securities and such procedures as to which
Freddie Mac and the FRBNY may agree.
Business
Day: (i) With respect to
Fed Book-Entry Debt Securities, any day other than (a) a
Saturday, (b) a Sunday, (c) a day on which the FRBNY is
closed, (d) as to any Holder of a Fed Book-Entry Debt
Security, a day on which the Federal Reserve Bank that maintains
the Holder’s account is closed, or (e) a day on which
Freddie Mac’s offices are closed; and (ii) with respect
to Registered Debt Securities, any day other than (a) a
Saturday, (b) a Sunday, (c) a day on which banking
institutions are closed in (1) the City of New York or
(2) if the Specified Payment Currency is other than
U.S. dollars or euros, the Principal Financial Center of the
country of such Specified Payment Currency, (d) if the
Specified Payment Currency is euros, a day on which the TARGET
system is not open for settlements, or a day on which payments in
euros cannot be settled in the international interbank market as
determined by the Global Agent, (e) for any required payment,
a day on which banking institutions are closed in the place of
payment, or (f) a day on which Freddie Mac’s offices are
closed.
Calculation
Agent: Freddie Mac or a bank or
broker-dealer designated by Freddie Mac in the applicable
Supplemental Agreement as the entity responsible for determining
the interest rate on a Variable Rate Debt Security.
Calculation
Date: In each year, each of
those days in the calendar year that are specified in the
applicable Supplemental Agreement as being the scheduled Interest
Payment Dates regardless, for this purpose, of whether any such
date is in fact an Interest Payment Date and, for the avoidance of
doubt, a “Calculation Date” may occur prior to the
Issue Date or after the last Principal Payment Date.
Callable Reference
Notes: U.S. dollar
denominated, callable Reference Securities with maturities of more
than one day.
Cap:
A maximum
interest rate at which interest may accrue on a Variable Rate Debt
Security during any Interest Reset Period.
Citibank —
London: Citibank, N.A., London
office, the Global Agent for Registered Debt Securities.
Citigroup —
Frankfurt: Citigroup Global Markets
Deutschland AG & Co. KGaA, the Registrar for
Registered Debt Securities.
Clearstream,
Luxembourg: Clearstream Banking,
societe anonyme, which holds securities for its participants and
facilitates the clearance and settlement of securities transactions
between its participants through electronic book-entry changes in
accounts of its participants.
CMS Determination
Date: The second New York
Banking Day preceding the applicable Reset Date.
CMS Rate:
The rate
determined by the Calculation Agent in accordance with
Section 2.07(i)(N).
CMT Determination
Date: The second New York
Banking Day preceding the applicable Reset Date.
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CMT Rate:
The rate
determined by the Calculation Agent in accordance with
Section 2.07(i)(M).
Code:
The
Internal Revenue Code of 1986, as amended.
Common
Depositary: The common depositary
for Euroclear, Clearstream, Luxembourg and/or any other applicable
clearing system, which will hold Other Registered Debt Securities
on behalf of Euroclear, Clearstream, Luxembourg and/or any such
other applicable clearing system.
Currency Exchange
Bank: The currency exchange
bank specified in the applicable Supplemental Agreement that will
convert any amounts paid by Freddie Mac in a Specified Payment
Currency on DTC Registered Debt Securities to U.S. Holders
into U.S. dollars.
CUSIP
Number: A unique nine-character
designation assigned to each Debt Security by the CUSIP Service
Bureau and used to identify each issuance of Debt Securities on the
records of the Federal Reserve Banks or DTC, as
applicable.
Day Rate:
The
arithmetic mean for each day in a Seven-Day Period as determined by
the Calculation Agent in accordance with
Section 2.07(i)(P)(2).
Dealers:
Firms that
engage in the business of dealing or trading in debt securities as
agents, brokers or principals.
Debt
Securities: Unsecured subordinated
or unsubordinated notes, bonds and other debt securities issued
from time to time by Freddie Mac under the Facility, or if so
provided in the applicable Supplemental Agreement, secured
obligation issued from time to time by Freddie Mac under the
facility.
Deleverage
Factor: A Multiplier of less
than one by which an applicable Index is multiplied.
Depository: DTC or any
successor.
Deposits:
Deposits
commencing on the applicable Reset Date.
Designated EURIBOR
Reuters Page: The display on Reuters
Page 248 or any successor page or such other page (or any
successor page) on that service or any successor service specified
in the applicable Supplemental Agreement for the purpose of
displaying rates for Deposits in euros.
Designated EUR-LIBOR
Reuters Page: The display on Reuters
Page LIBOR01 or any successor page or such other page (or any
successor page) on that service or any successor service specified
in the applicable Supplemental Agreement for the purpose of
displaying rates for Deposits in euros.
Designated Reuters
Page: The display on Reuters
Page LIBOR01 (or where the Index Currency is Australian
dollars, Swiss francs or Yen, Page LIBOR02) or any successor
page or such other page (or any successor page) on that service or
any successor service specified in the applicable Supplemental
Agreement for the purpose of displaying British Bankers’
Association interest settlement rates for Deposits in the Index
Currency.
Determination
Date: The date as of which the
rate of interest applicable to an Interest Reset Period is
determined.
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Determination
Period: The period from, and
including, one Calculation Date to, but excluding, the next
Calculation Date.
DTC:
The
Depository Trust Company, a limited-purpose trust company,
which holds securities for DTC participants and facilitates the
clearance and settlement of transactions between DTC participants
through electronic book-entry changes in accounts of DTC
participants.
DTC Registered Debt
Securities: Registered Debt
Securities registered in the name of a nominee of DTC, which will
clear and settle through the system operated by DTC.
EC:
The
European Community.
EURIBOR:
The rate
determined by the Calculation Agent in accordance with
Section 2.07(i)(J.
EURIBOR Determination
Date: The second TARGET
Business Day preceding the applicable Reset Date, unless EURIBOR is
determined in accordance with Section 2.07(i)(J)(3), in which
case it means the applicable Reset Date.
EUR-LIBOR:
The rate
determined by the Calculation Agent in accordance with
Section 2.07(i)(I).
EUR-LIBOR
Determination Date: The second TARGET
Business Day preceding the applicable Reset Date, unless EUR-LIBOR
is determined in accordance with Section 2.07(i)(I)(3), in
which case it means the applicable Reset Date.
Euroclear:
Euroclear
System, a depositary that holds securities for its participants and
clears and settles transactions between its participants through
simultaneous electronic book-entry delivery against
payment.
Euro Representative
Amount: A principal amount of
not less than the equivalent of U.S. $1,000,000 in euros that,
in the Calculation Agent’s sole judgment, is representative
for a single transaction in the relevant market at the relevant
time.
Euro-Zone:
The region
consisting of member states of the European Union that adopt the
single currency in accordance with the Treaty.
EMU:
European
Monetary Union; the convergence of key features of the economies of
certain participating European countries, including the adoption of
a common monetary unit called the euro.
Facility:
The Global
Debt Facility described in the Offering Circular dated
April 3, 2009 under which Freddie Mac issues the Debt
Securities.
Fed Book-Entry Debt
Securities: U.S. dollar
denominated Debt Securities issued and maintained in book-entry
form on the Fed Book-Entry System.
Fed Book-Entry
System: The book-entry system of
the Federal Reserve Banks which provides book-entry holding and
settlement for U.S. dollar denominated securities issued by
the U.S. Government, certain of its agencies,
instrumentalities, government-sponsored enterprises and
international organizations of which the United States is a
member.
Federal Funds Rate
(Daily): The rate determined by
the Calculation Agent in accordance with
Section 2.07(i)(O).
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Federal Funds Rate
(Daily) Determination Date: The applicable Reset
Date; provided, however, that if the Reset Date is not a Business
Day, then the Federal Funds Rate (Daily) Determination Date means
the Business Day immediately following the applicable Reset
Date.
Federal Funds Rate
(Weekly Average): The rate determined by
the Calculation Agent in accordance with
Section 2.07(i)(P).
Federal
Reserve: The Board of Governors
of the Federal Reserve System.
Federal Reserve
Bank: Each U.S. Federal
Reserve Bank that maintains Debt Securities in book-entry
form.
Federal Reserve
Banks: Collectively, the
Federal Reserve Banks.
Fiscal Agency
Agreement: The Uniform Fiscal
Agency Agreement between Freddie Mac and the FRBNY.
Fiscal
Agent: The FRBNY is fiscal
agent for Fed Book-Entry Debt Securities.
Fixed Principal
Repayment Amount: An amount equal to 100%
of the principal amount of a Debt Security, payable on the
applicable Maturity Date or earlier date of redemption or repayment
or a specified amount above or below such principal amount, as
provided in the applicable Supplemental Agreement.
Fixed Rate Debt
Securities: Debt Securities that
bear interest at a single fixed rate.
Fixed/Variable Rate
Debt Securities: Debt Securities that
bear interest at a single fixed rate during one or more specified
periods and at a variable rate determined by reference to one or
more Indices, or otherwise, during one or more other periods. As to
any such fixed rate period, the provisions of this Agreement
relating to Fixed Rate Debt Securities shall apply, and, as to any
such variable rate period, the provisions of this Agreement
relating to Variable Rate Debt Securities shall apply.
Floor:
A minimum
interest rate at which interest may accrue on a Debt Security
during any Interest Reset Period.
Freddie
Mac: Federal Home Loan
Mortgage Corporation, a stockholder-owned company chartered by
Congress pursuant to the Freddie Mac Act.
Freddie Mac
Act: Title III of the
Emergency Home Finance Act of 1970, as amended, 12 U.S.C.
§ 1451-1459.
FRBNY:
The Federal
Reserve Bank of New York.
Global Agency
Agreement: The agreement between
Freddie Mac, the Global Agent and the Registrar.
Global
Agent: The entity selected by
Freddie Mac to act as its fiscal, transfer and paying agent for
Registered Debt Securities.
H.15(519):
The weekly statistical
release entitled “Statistical Release H.15(519), Selected
Interest Rates” as published by the Federal Reserve, or any
successor publication of the Federal Reserve available on its
website at http://www.federalreserve.gov/releases/h15/or any
successor site.
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H.15 Daily
Update: The
daily update of H.15(519), available on the website of the Federal
Reserve at http://www.federalreserve.gov/releases/h15/update, or
any successor site or publication.
Holder:
In the case
of Fed Book-Entry Debt Securities, the entity whose name appears on
the book-entry records of a Federal Reserve Bank as Holder; in the
case of Registered Debt Securities in global registered form, the
depository, or its nominee, in whose name the Registered Debt
Securities are registered on behalf of a related clearing system;
and, in the case of Registered Debt Securities in definitive
registered form, the person or entity in whose name such Debt
Securities are registered in the Register.
Holding
Institutions: Entities eligible to
maintain book-entry accounts with a Federal Reserve
Bank.
Index:
LIBOR,
EUR-LIBOR, EURIBOR, Prime Rate, Treasury Rate, CMT Rate, CMS Rate,
Federal Funds Rate (Daily), or Federal Funds (Weekly Average) or
other specified interest rate, exchange rate or other index, as the
case may be.
Index
Currency: The currency or currency
unit specified in the applicable Supplemental Agreement with
respect to which an Index will be calculated for a Variable Rate
Debt Security; provided, however, that if euros are substituted for
such currency or currency unit, the Index Currency will be euros
and, with respect to LIBOR, the determination provisions for
EUR-LIBOR will apply to such Debt Securities upon such
substitution. If no such currency or currency unit is specified in
the applicable Supplemental Agreement, the Index Currency will be
U.S. dollars.
Index
Maturity: The period with respect
to which an Index will be calculated for a Variable Rate Debt
Security that is specified in the applicable Supplemental
Agreement.
Interest
Component: Each future interest
payment, or portion thereof, due on or prior to the Maturity Date,
or if the Debt Security is subject to redemption or repayment prior
to the Maturity Date, the first date on which such Debt Security is
subject to redemption or repayment.
Interest Payment
Date: The date or dates on
which interest on Debt Securities will be payable in
arrears.
Interest Payment
Period: Unless otherwise
provided in the applicable Supplemental Agreement, the period
beginning on (and including) the Issue Date or the most recent
Interest Payment Date, as the case may be, and ending on (but
excluding) the earlier of the next Interest Payment Date or the
Principal Payment Date.
Interest Reset
Period: The period beginning on
the applicable Reset Date and ending on the calendar day preceding
the next Reset Date.
Issue
Date: The date on which
Freddie Mac wires an issue of Debt Securities to Holders or other
date specified in the applicable Supplemental Agreement.
Leverage
Factor: A Multiplier of greater
than one by which an applicable Index is multiplied.
LIBOR:
The rate
determined by the Calculation Agent in accordance with
Section 2.07(i)(H).
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LIBOR Determination
Date: The second London
Banking Day preceding the applicable Reset Date unless the Index
Currency is Sterling, in which case it means the applicable Reset
Date.
London Banking
Day: Any day on which
commercial banks are open for business (including dealings in
foreign exchange and deposits in the Index Currency) in
London.
Maturity
Date: The date, one day or
longer from the Issue Date, on which a Debt Security will mature
unless redeemed or repaid prior thereto.
Multiplier: A constant or variable
number (which may be greater than or less than one) to be
multiplied by the relevant Index for a Variable Rate Debt
Security.
Non-U.S. Currency:
Specified
Currency other than U.S. dollars.
Notes:
Callable or
non-callable Debt Securities with maturities of more than one
day.
New York Banking
Day: Any day other than
(a) a Saturday, (b) a Sunday, (c) a day on which
banking institutions in the City of New York are required or
permitted by law or executive order to close, or (d) a day on
which the FRBNY is closed.
Offering
Circular: The Freddie Mac Global
Debt Facility Offering Circular dated April 3, 2009 (including
any related Offering Circular Supplement) and successors
thereto.
OID Determination
Date: The last day of the last
accrual period ending prior to the date of the meeting of Holders
(or, for consents not at a meeting, prior to a date established by
Freddie Mac). The accrual period will be the same as the accrual
period used by Freddie Mac to determine its deduction for accrued
original issue discount under section 163 (e) of the
Code.
Other Registered Debt
Securities: Registered Debt
Securities that are not DTC Registered Debt Securities, that are
deposited with a Common Depositary and that will clear and settle
through the systems operated by Euroclear, Clearstream, Luxembourg
and/or any such other applicable clearing system other than
DTC.
Pricing
Supplement: A supplement to the
Offering Circular that describes the specific terms, of, and
provides pricing information and other information for, an issue of
Debt Securities or which otherwise amends, modifies or supplements
the terms of the Offering Circular.
Prime
Rate: The rate determined by
the Calculation Agent in accordance with
Section 2.07(i)(K).
Prime Rate
Determination Date: The New York Banking Day
preceding the applicable Reset Date.
Principal
Component: The principal payment
plus any interest payments that are either due after the date
specified in, or are specified as ineligible for stripping in, the
applicable Supplemental Agreement.
Principal Financial
Center: The capital city of the
country of the Specified Payment Currency, or solely with respect
to the calculation of LIBOR, the Index Currency, as the case may
be, as specified in the applicable Supplemental Agreement except
that with respect to U.S. dollars, Sterling, Yen, the euro and
Swiss francs, the Principal Financial Center shall be the City of
New York, London, Tokyo, Brussels and Zurich,
respectively.
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Principal Payment
Date: The Maturity Date, or
the earlier date of redemption or repayment, if any (whether such
redemption or repayment is in whole or in part).
Range Accrual Debt
Securities: Debt Securities on which
no interest may accrue during periods when the applicable index is
outside a specified range as described in the related Supplemental
Agreement.
Record
Date: As to Registered Debt
Securities, the fifteenth calendar day preceding an Interest
Payment Date. Interest on a Registered Debt Security will be paid
to the Holder of such Registered Debt Security as of the close of
business on the Record Date.
Reference
Bonds: U.S. dollar
denominated, non-callable Reference Securities with maturities of
more than ten years.
Reference
Notes: U.S. dollar
denominated, non-callable Reference Securities with maturities of
more than one day.
Reference
Securities: Scheduled
U.S. dollar denominated issues of Debt Securities in large
principal amounts, which may be either Callable Reference Notes,
Reference Bonds or Reference Notes.
Register:
A register
of the Holders of Registered Debt Securities maintained by the
Registrar.
Registered Debt
Securities: Debt Securities issued
and maintained in global registered or definitive registered form
on the books and records of the Registrar.
Registrar:
The entity
selected by Freddie Mac to maintain the Register.
Representative
Amount: A principal amount of
not less than U.S. $1,000,000 (or, if the Index Currency is
other than U.S. dollars, a principal amount not less than the
equivalent in the Index Currency) that, in the Calculation
Agent’s sole judgment, is representative for a single
transaction in the relevant market at the relevant time.
Reset
Date: The date on which a new
rate of interest on a Debt Security becomes effective.
Reuters:
Reuters
Group PLC or any successor service.
Reuters USAUCTION10
Page: The display designated
as “USAUCTION10” (or any successor page) provided by
Reuters.
Reuters USAUCTION11
Page: The display designated
as “USAUCTION11” (or any successor page) provided by
Reuters.
Reuters US PRIME1
Page: The display designated
as page “USPRIME1”’ (or any successor page)
provided by Reuters
Seven-Day
Period: As defined in
Section 2.07(i)(P)(1).
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Specified
Currency: The currency or currency
unit in which a Debt Security may be denominated and in which
payments of principal of and interest on a Debt Security may be
made.
Specified Interest
Currency: The Specified Currency
provided for the payment of interest on Debt Securities.
Specified Payment
Currency: The term to which the
Specified Interest Currency and Specified Principal Currency are
referred collectively.
Specified Principal
Currency: The Specified Currency
provided for the payment of principal on Debt
Securities.
Spread:
A constant
or variable number to be added to or subtracted from the relevant
Index for a Variable Rate Debt Security.
Step Debt
Securities: Debt Securities that
bear interest at different fixed rates during different specified
periods.
Sterling:
British
pounds sterling.
Supplemental
Agreement: An agreement which, as
to the related issuance of Debt Securities, supplements the other
provisions of this Agreement and identifies and establishes the
particular offering of Debt Securities issued in respect thereof. A
Supplemental Agreement may be documented by a supplement to this
Agreement, a Pricing Supplement, a confirmation or a terms sheet. A
Supplemental Agreement may, as to any particular issuance of Debt
Securities, modify, amend or supplement the provisions of this
Agreement in any respect whatsoever. A Supplemental Agreement shall
be effective and binding as of its publication, whether or not
executed by Freddie Mac.
TARGET:
The
Trans-European Automated Real-Time Gross Settlement Express
Transfer system.
TARGET Business
Day: A day on which the
TARGET system is operating.
Targeted Registered
Debt Securities: Debt Securities
“targeted to foreign markets” under Treasury Department
regulations and offered or sold solely to persons outside the
United States or its territories or possessions.
Treaty:
The treaty
establishing the EC, as amended by the treaty on European
Union.
Treasury
Auction: The most recent auction
of Treasury Bills prior to a given Reset Date.
Treasury
Bills: Direct obligations of
the United States.
Treasury
Department: United States Department
of the Treasury.
Treasury
Rate: The rate determined by
the Calculation Agent in accordance with
Section 2.07(i)(L).
Treasury Rate
Determination Date: The day of the week in
which the Reset Date falls on which Treasury Bills would normally
be auctioned or, if no auction is held for a particular week, the
first Business Day of that week. Treasury Bills are normally sold
at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the
following Tuesday, except that the auction may be held on the
preceding Friday; provided, however, that if an auction is held on
the Friday of the week preceding the Reset Date, the
9
Treasury Rate Determination Date
will be that preceding Friday; and provided, further, that if the
Treasury Rate Determination Date would otherwise fall on the Reset
Date, that Reset Date will be postponed to the next succeeding
Business Day.
Variable Principal
Repayment Amount: The principal amount
determined by reference to one or more Indices or otherwise,
payable on the applicable Maturity Date or date of redemption or
repayment of a Debt Security, as specified in the applicable
Supplemental Agreement.
Variable Rate Debt
Securities: Debt Securities that
bear interest at a variable rate, and reset periodically,
determined by reference to one or more Indices or
otherwise.
Yen:
Japanese
yen.
Zero Coupon Debt
Securities: Debt Securities that do
not bear interest and are issued at a discount to their principal
amount.
ARTICLE II
Authorization; Certain
Terms
Section 2.01.
Authorization.
Debt Securities shall be
issued by Freddie Mac in accordance with the authority vested in
Freddie Mac by Section 306(a) of the Freddie Mac Act. The
indebtedness represented by the Debt Securities shall be unsecured
general obligations of Freddie Mac, or, if so provided in the
applicable Supplemental Agreement, secured obligations of Freddie
Mac. Debt Securities shall be offered from time to time by Freddie
Mac in an unlimited amount and shall be known by the designation
given them, and have the Maturity Dates stated, in the applicable
Supplemental Agreement. Freddie Mac, in its discretion and at any
time, may offer Additional Debt Securities having the same terms
and conditions as Debt Securities previously offered. The Debt
Securities may be issued as Reference Securities, which includes
Callable Reference Notes, Reference Notes and Reference Bonds, or
may be issued as any other Debt Securities, denominated in
U.S. dollars or other currencies, with maturities of one day
or longer and may be in the form of Notes or Bonds or otherwise.
Issuances may consist of new issues of Debt Securities or
reopenings of an existing issue of Debt Securities.
Section 2.02.
Other Debt Securities Issued Hereunder.
Freddie Mac may from
time to time create and issue Debt Securities hereunder which
contain terms and conditions not specified in this Agreement. Such
Debt Securities shall be governed by the applicable Supplemental
Agreement and, to the extent that the terms of this Agreement are
not inconsistent with Freddie Mac’s intent in creating and
issuing such Debt Securities, by the terms of this Agreement. Such
Debt Securities shall be secured or unsecured obligations of
Freddie Mac. If the Debt Securities are secured obligations of
Freddie Mac, the provisions of Article V hereof shall apply to
such Debt Securities.
Section 2.03.
Specified Currencies and Specified Payment
Currencies.
(a) Each Debt
Security shall be denominated and payable in such Specified
Currency as determined by Freddie Mac. Fed Book-Entry Debt
Securities will be denominated and payable in U.S. dollars
only.
(b) Except under
the circumstances provided in Section 2.03(c)(i) and
(ii) and Article VI hereof, Freddie Mac shall make
payments of any interest on Debt Securities in the
Specified
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Interest Currency and shall make
payments of the principal of Debt Securities in the Specified
Principal Currency. The Specified Currency for the payment of
interest and principal with respect to any Debt Security shall be
set forth in the applicable Supplemental Agreement.
(c) European
Economic and Monetary Union and Unavailability
(i) European
Economic and Monetary Union. The Treaty
contemplated that EMU would occur in three stages. On
January 1, 1999 the third and final stage of the EMU commenced
with the irrevocable fixing of the exchange rates of the currencies
of the initial 11 participating member states for interbank
transfers in a single currency, the “euro” .
Complete replacement of member currencies was completed in 2002. As
of the date of this Agreement, the participating member states in
the EMU are Austria, Belgium, Cyprus, Finland, France, Germany,
Greece, Ireland, Italy, Luxembourg, Malta, the Netherlands,
Portugal, Slovakia, Slovenia and Spain.
(ii)
Unavailability. Except as set forth below, if the principal
of, premium, if any, or interest on, any Debt Security is payable
in a Specified Currency other than U.S. dollars and such
Specified Currency is not available to Freddie Mac for making
required payments due to the imposition of exchange controls, its
replacement or disuse or other circumstances beyond the control of
Freddie Mac, then Freddie Mac shall be entitled to satisfy its
obligations to Holders of the Debt Securities by making such
payments in U.S. dollars on the basis of the noon
U.S. dollar buying rate in New York City for cable transfers
for such Specified Currency published by the FRBNY on the date of
such payment, or, if such currency exchange rate is not available
on such date, as of the most recent prior practicable date.
Notwithstanding the provisions of the preceding sentence, if euros
have replaced such Specified Currency as described under
Section 2.03(c)(i) above, Freddie Mac may, at its option (or
shall, if so required by applicable law) without the consent of the
Holders of such Debt Securities effect the payment of principal of,
premium, if any, or interest on, any Debt Security denominated in
such Specified Currency in euros in lieu of such Specified
Currency, in conformity with legally applicable measures taken
pursuant to, or by virtue of the Treaty or other applicable legal
or regulatory requirements.
Section 2.04.
Minimum Denominations.
The Debt Securities
shall be issued and maintained in the minimum denominations of
U.S. $1,000 and additional increments of U.S. $1,000 for
U.S. dollar denominated Debt Securities, unless otherwise
provided in the applicable Supplemental Agreement and as may be
allowed or required from time to time by the relevant regulatory
authority or any laws or regulations applicable to the relevant
Specified Currency. In the case of Zero Coupon Debt Securities,
denominations will be expressed in terms of the principal amount
payable on the Maturity Date.
Section 2.05.
Maturity.
(a) Each Debt
Security shall mature on its Maturity Date, as provided in the
applicable Supplemental Agreement, unless redeemed at the option of
Freddie Mac or repaid at the option of the Holder prior thereto in
accordance with the provisions described under Section 2.06.
Debt Securities may be issued with minimum or maximum maturities or
variable maturities allowed or required from time to time by the
relevant regulatory or stock exchange authority or clearing systems
or any laws or regulations applicable to the Specified
Currency.
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(b) The principal
amount payable on the Maturity Date of a Debt Security shall be a
Fixed Principal Repayment Amount or a Variable Principal Repayment
Amount, in each case as provided in the applicable Supplemental
Agreement.
Section 2.06.
Optional Redemption and Optional Repayment.
(a) The
Supplemental Agreement for any particular issue of Debt Securities
shall provide whether such Debt Securities may be redeemed at
Freddie Mac’s option or repayable at the Holder’s
option, in whole or in part, prior to their Maturity Date. If so
provided in the applicable Supplemental Agreement, an issue of Debt
Securities shall be subject to redemption at the option of Freddie
Mac, or repayable at the option of the Holders, in whole or in
part, on one or more specified dates, at any time on or after a
specified date, or during one or more specified periods of time.
The redemption or repayment price for such Debt Securities (or such
part of such Debt Securities as is redeemed or repaid) shall be an
amount provided in, or determined in a manner provided in, the
applicable Supplemental Agreement, together with accrued and unpaid
interest to the date fixed for redemption or repayment.
(b) Unless
otherwise provided in the applicable Supplemental Agreement, notice
of optional redemption shall be given to Holders of the related
Debt Securities not less than 5 Business Days nor more than 60
calendar days prior to the date of redemption in the manner
provided in Section 8.07.
(c) In the case of
a partial redemption of an issue of Fed Book-Entry Debt Securities
by Freddie Mac, such Fed Book-Entry Debt Securities shall be
redeemed pro rata. In the case of a partial redemption of an issue
of Registered Debt Securities by Freddie Mac, one or more of such
Registered Debt Securities shall be reduced by the Global Agent in
the amount of such redemption, subject to the principal amount of
such Registered Debt Securities after redemption remaining in an
authorized denomination. The effect of any partial redemption of an
issue of Registered Debt Securities on the Beneficial Owners of
such Registered Debt Securities will depend on the procedures of
the applicable clearing system and, if such Beneficial Owner is not
a participant therein, on the procedures of the participant through
which such Beneficial Owner owns its interest.
(d) If so provided
in the applicable Supplemental Agreement, certain Debt Securities
shall be repayable, in whole or in part, by Freddie Mac at the
option of the relevant Holders thereof, on one or more specified
dates, at any time on or after a specified date, or during one or
more specified periods of time, upon terms and procedures provided
in the applicable Supplemental Agreement. Unless otherwise provided
in the applicable Supplemental Agreement, in the case of a
Registered Debt Security, to exercise such option, the Holder shall
deposit with the Global Agent (i) such Registered Debt
Security; and (ii) a duly completed notice of optional
repayment in the form obtainable from the Global Agent, in each
case not more than the number of days nor less than the number of
days specified in the applicable Supplemental Agreement prior to
the date fixed for repayment. Unless otherwise specified in the
applicable Supplemental Agreement, no such Registered Debt Security
(or notice of repayment) so deposited may be withdrawn without the
prior consent of Freddie Mac or the Global Agent. Unless otherwise
provided in the applicable Supplemental Agreement, in the case of a
Fed Book-Entry Debt Security, if the Beneficial Owner wishes to
exercise such option, then the Beneficial Owner shall give notice
thereof to Freddie Mac through the relevant Holding Institution as
provided in the applicable Supplemental Agreement.
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(e) The principal
amount payable upon redemption or repayment of a Debt Security
shall be a Fixed Principal Repayment Amount or a Variable Principal
Repayment Amount, in each case as provided in the applicable
Supplemental Agreement.
Section 2.07.
Payment Terms of the Debt Securities.
(a) Debt Securities
shall bear interest at one or more fixed rates or variable rates or
may not bear interest. If so provided in the applicable
Supplemental Agreement, Debt Securities may be separated by a
Holder into one or more Interest Components and Principal
Components. The Offering Circular or the applicable Supplemental
Agreement for such Debt Securities shall specify the procedure for
stripping such Debt Securities into such Interest and Principal
Components.
(b) The applicable
Supplemental Agreement shall specify the frequency with which
interest, if any, is payable on the related Debt Securities.
Interest on Debt Securities shall be payable in arrears on the
Interest Payment Dates specified in the applicable Supplemental
Agreement and on each Principal Payment Date.
(c) Each issue of
interest-bearing Debt Securities shall bear interest during each
Interest Payment Period. No interest on the principal of any Debt
Security will accrue on or after the Principal Payment Date on
which such principal is repaid.
(d) The
determination by the Calculation Agent of the interest rate on, or
any Index in relation to, a Variable Rate Debt Security and the
determination of any payment on any Debt Security (or any interim
calculation in the determination of any such interest rate, index
or payment) shall, absent manifest error, be final and binding on
all parties. If a principal or interest payment error occurs,
Freddie Mac may correct it by adjusting payments to be made on
later Interest Payment Dates or Principal Payment Dates (as
appropriate) or in any other manner Freddie Mac considers
appropriate. If the source of an Index changes in format, but the
Calculation Agent determines that the Index source continues to
disclose the information necessary to determine the related
interest rate substantially as required, the Calculation Agent will
amend the procedure for obtaining information from that source to
reflect the changed format. All Index values used to determine
principal or interest payments are subject to correction within
30 days from the applicable payment. The source of a corrected
value must be the same source from which the original value was
obtained. A correction might result in an adjustment on a later
date to the amount paid to the Holder.
(e) Payments on
Debt Securities shall be rounded, in the case of U.S. dollars,
to the nearest cent or, in the case of a Specified Payment Currency
other than U.S. dollars, to the nearest smallest transferable
unit (with one-half cent or unit being rounded upwards).
(f) In the event
that any jurisdiction imposes any withholding or other tax on any
payment made by Freddie Mac (or our agent or any other person
potentially required to withhold) with respect to a Debt Security,
Freddie Mac (or our agent or such other person) will deduct the
amount required to be withheld from such payment, and Freddie Mac
(or our agent or such other person) will not be required to pay
additional interest or other amounts, or redeem or repay the Debt
Securities prior to maturity, as a result.
(g) Fixed Rate
Debt Securities
Fixed Rate Debt
Securities shall bear interest at a single fixed interest rate. The
applicable Supplemental Agreement shall specify the fixed interest
rate per annum on a Fixed
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Rate Debt Security. Unless
otherwise specified in the applicable Supplemental Agreement,
interest on a Fixed Rate Debt Security shall be computed on the
basis of a 360-day year consisting of twelve 30-day
months.
(h) Step Debt
Securities
Step Debt Securities
shall bear interest from their Issue Date to a specified date at
their initial fixed interest rate and from that date to their
Maturity Date at one or more different fixed interest rates that
shall be prescribed as of the Issue Date. A Step Debt Security will
have one or more step periods. The applicable Supplemental
Agreement shall specify the fixed interest rate per annum payable
on Step Debt Securities for each related period from issuance to
maturity. Unless otherwise specified in the applicable Supplemental
Agreement, interest on a Step Debt Security shall be computed on
the basis of a 360-day year consisting of twelve 30-day
months.
(i) Variable
Rate Debt Securities
(A) Variable Rate Debt
Securities shall bear interest at a variable rate determined on the
basis of a direct or an inverse relationship to one or more
specified Indices or otherwise, (x) plus or minus a Spread, if
any, or (y) multiplied by one or more Leverage or Deleverage
Factors, if any, as specified in the applicable Supplemental
Agreement. Variable Rate Debt Securities also may bear interest in
any other manner described in the applicable Supplemental
Agreement.
(B) Variable Rate Debt
Securities may have a Cap and/or a Floor.
(C) The applicable
Supplemental Agreement shall specify the accrual method (i.e., the
day count convention) for calculating interest or any relevant
accrual factor on the related Variable Rate Debt Securities. The
accrual method may incorporate one or more of the following defined
terms:
“Actual/360”
shall mean that interest
or any other relevant accrual factor shall be calculated on the
basis of the actual number of days elapsed in a year of
360 days.
“Actual/365
(fixed)” shall mean that interest or any
other relevant accrual factor shall be calculated on the basis of
the actual number of days elapsed in a year of 365 days,
regardless of whether accrual or payment occurs during a calendar
leap year.
“Actual/Actual”
shall mean, unless
otherwise indicated in the applicable Supplemental Agreement, that
interest or any other relevant accrual factor shall be calculated
on the basis of (x) the actual number of days elapsed in the
Interest Payment Period divided by 365, or (y) if any portion
of the Interest Payment Period falls in a calendar leap year,
(A) the actual number of days in that portion divided by 366
plus (B) the actual number of days in the remaining portion
divided by 365. If so indicated in the applicable Supplemental
Agreement, “Actual/Actual” shall mean interest or any
other relevant accrual factor shall be calculated in accordance
with the definition of “Actual/Actual” adopted by the
International Securities Market Association
(“Actual/Actual (ISMA)” ), which means a
calculation on the basis of the following:
(1) where the number of days
in the relevant Interest Payment Period is equal to or shorter than
the Determination Period during which such Interest Payment Period
ends, the number of days in such Interest Payment Period divided by
the
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product of (A) the number of
days in such Determination Period and (B) the number of
Interest Payment Dates that would occur in one calendar
year; or
(2) where the Interest Payment
Period is longer than the Determination Period during which the
Interest Payment Period ends, the sum of (A) the number of
days in such Interest Payment Period falling in the Determination
Period in which the Interest Payment Period begins divided by the
product of (X) the number of days in such Determination Period
and (Y) the number of Interest Payment Dates that would occur
in one calendar year; and (B) the number of days in such
Interest Payment Period falling in the next Determination Period
divided by the product of (X) the number of days in such
Determination Period and (Y) the number of Interest Payment
Dates that would occur in one calendar year.
(D) The applicable
Supplemental Agreement shall specify the frequency with which the
rate of interest on the related Variable Rate Debt Securities shall
reset. The applicable Supplemental Agreement also shall specify the
Reset Date. If the interest rate will reset within an Interest
Payment Period, then the interest rate in effect on the sixth
Business Day preceding an Interest Payment Date will be the
interest rate for the remainder of that Interest Payment Period and
the first day of each Interest Payment Period also will be a Reset
Date. Variable Rate Debt Securities may bear interest prior to the
initial Reset Date at an initial interest rate, if any, specified
in the applicable Supplemental Agreement. If so, then the first day
of the first Interest Payment Period will not be a Reset Date. The
rate of interest applicable to each Interest Reset Period shall be
determined as provided below or in the applicable Supplemental
Agreement.
Except for a Variable Rate Debt
Security as to which the rate of interest thereon is determined by
reference to LIBOR, EUR-LIBOR, EURIBOR, Prime Rate, Treasury Rate,
CMT Rate, CMS Rate, Federal Funds Rate (Daily), or Federal Funds
Rate (Weekly Average) or as otherwise set forth in the applicable
Supplemental Agreement, the Determination Date for a Variable Rate
Debt Security means the second Business Day preceding the Reset
Date applicable to an Interest Reset Period.
(E) If the rate of interest on
a Variable Rate Debt Security is subject to adjustment within an
Interest Payment Period, accrued interest shall be calculated by
multiplying the principal amount of such Variable Rate Debt
Security by an accrued interest factor. Unless otherwise specified
in the applicable Supplemental Agreement, this accrued interest
factor shall be computed by adding the interest factor calculated
for each Interest Reset Period in such Interest Payment Period and
rounding the sum to nine decimal places. The interest factor for
each such Interest Reset Period shall be computed by
(1) multiplying the number of days in the Interest Reset
Period by the interest rate (expressed as a decimal) applicable to
such Interest Reset Period; and (2) dividing the product by
the number of days in the year referred to in the accrual method
specified in the applicable Supplemental Agreement.
(F) If and so long as an issue
of Variable Rate Debt Securities is admitted for trading on the
Euro MTF Market and listed on the Official List of the Luxembourg
Stock Exchange and such stock exchange so requires, the Calculation
Agent shall cause the interest rate for the applicable Interest
Reset Period and the amount of interest on the minimum denomination
in respect of such issue that would accrue through the last day
of
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such Interest Reset Period, as well
as the last day of such Interest Reset Period, to be provided to
such stock exchange as soon as practicable, but in no event later
than the applicable Reset Date.
(G) For each issue of Variable
Rate Debt Securities, the Calculation Agent shall also cause the
interest rate for the applicable Interest Reset Period and the
amount of interest accrued on the minimum denomination specified
for such issue to be made available to Holders as soon as
practicable after its determination but in no event later than two
Business Days thereafter. Such interest amounts so made available
may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without notice in the event
of an extension or shortening of the Interest Reset
Period.
(H) If the applicable
Supplemental Agreement specifies LIBOR as the applicable Index for
determining the rate of interest for the related Variable Rate Debt
Security, the following provisions shall apply (unless otherwise
specified in the applicable Supplemental Agreement):
“LIBOR”
shall mean, with
respect to any Reset Date (in the following order of
priority):
(1) the rate (expressed as a
percentage per annum) for Deposits in the Index Currency having the
Index Maturity that appears on the Designated Reuters Page at
11:00 a.m. (London time) on such LIBOR Determination
Date;
(2) if such rate does not so
appear pursuant to clause (1) above, the Calculation Agent
shall request the principal London offices of four leading banks in
the London interbank market selected by the Calculation Agent
(after consultation with Freddie Mac, if Freddie Mac is not then
acting as Calculation Agent) to provide such banks’ offered
quotations (expressed as a percentage per annum) to prime banks in
the London interbank market for Deposits in the Index Currency
having the Index Maturity at 11:00 a.m. (London time) on such
LIBOR Determination Date and in a Representative Amount. If at
least two quotations are provided, LIBOR shall be the arithmetic
mean (if necessary rounded upwards) of such quotations;
(3) if fewer than two such
quotations are provided as requested in clause (2) above, the
Calculation Agent shall request four major banks in the applicable
Principal Financial Center selected by the Calculation Agent (after
consultation with Freddie Mac, if Freddie Mac is not then acting as
Calculation Agent) to provide such banks’ offered quotations
(expressed as a percentage per annum) to leading European banks for
a loan in the Index Currency for a period of time corresponding to
the Index Maturity, commencing on such Reset Date, at approximately
11:00 a.m. in the Principal Financial Center on such LIBOR
Determination Date and in a Representative Amount. If at least two
such quotations are provided, LIBOR shall be the arithmetic mean
(if necessary rounded upwards) of such
quotations; and
(4) if fewer than two such
quotations are provided as requested in clause (3) above,
LIBOR shall be LIBOR determined with respect to the Reset Date
immediately preceding such Reset Date or, in the case of the first
Reset Date,
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shall be the rate for Deposits in
the Index Currency having the Index Maturity at 11:00 a.m.
(London time) on the most recent London Banking Day preceding the
related LIBOR Determination Date for which such rate shall have
been displayed on the Designated Reuters Page with respect to
Deposits commencing on the second London Banking Day following such
date (or, if the Index Currency is Sterling, commencing on such
date).
(I) If the applicable
Supplemental Agreement specifies EUR-LIBOR as the applicable Index
for determining the rate of interest for the related Variable Rate
Debt Security, the following provisions shall apply (unless
otherwise specified in the applicable Supplemental
Agreement):
“EUR-LIBOR”
shall mean, with respect
to any Reset Date (in the following order of priority):
(1) the rate (expressed as a
percentage per annum) for Deposits in euros having the Index
Maturity that appears on the Designated EUR-LIBOR Reuters Page at
11:00 a.m. (London time) on the related EUR-LIBOR
Determination Date;
(2) if such rate does not so
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