AMENDMENT TO AMENDED AND
RESTATED
SENIOR PREFERRED STOCK PURCHASE AGREEMENT
AMENDMENT dated as
of May 6, 2009, to the AMENDED AND RESTATED SENIOR PREFERRED
STOCK PURCHASE AGREEMENT dated as of September 26, 2008,
between the UNITED STATES DEPARTMENT OF THE TREASURY (“
Purchaser ”), and FEDERAL NATIONAL MORTGAGE
ASSOCIATION (“ Seller ”), acting through the
Federal Housing Finance Agency (the “ Agency ”)
as its duly appointed conservator (the Agency in such capacity,
“ Conservator ”).
A. Purchaser
and Seller have heretofore entered into the Amended and Restated
Senior Preferred Stock Purchase Agreement dated as of
September 26, 2008 (the “ Amended and Restated
Agreement ”).
B. In the
Amended and Restated Agreement, Purchaser committed itself to
provide to Seller, on the terms and conditions provided in the
Amended and Restated Agreement, immediately available funds in an
amount as determined from time to time as provided in the Amended
and Restated Agreement, but in no event in an aggregate amount
exceeding $100,000,000,000.
C. Purchaser
and Seller now desire to enter into an amendment to the Amended and
Restated Agreement for the purpose of increasing to
$200,000,000,000 the maximum aggregate amount permitted to be
provided to Seller under the Amended and Restated Agreement, and
for the purpose of amending the terms of the Amended and Restated
Agreement in certain other respects.
D. Purchaser
and Seller are each authorized to enter into this Amendment to the
Amended and Restated Agreement (“ this Amendment
”) increasing to $200,000,000,000 the maximum aggregate
amount permitted to be provided to Seller under the Amended and
Restated Agreement, and amending the terms of the Amended and
Restated Agreement in certain other respects.
THEREFORE, for and
in consideration of the mutual agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Purchaser and Seller agree as
follows:
Capitalized terms
used and not defined in this Amendment shall have the respective
meanings given such terms in the Amended and Restated
Agreement.
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2.
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Amendment to Section 1
(Relating to Definition of New Defined Term “Executive
Officer”) .
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Section 1 of
the Amended and Restated Agreement is hereby amended to insert the
following new defined term and corresponding definition after the
definition of the term “Exchange Act”:
“Executive Officer” has the meaning given to
such term in Exchange Act Rule 3b-7, as in effect on the date
hereof.
3.
Amendment to Section 1 (Relating to Definition of
“Indebtedness”) .
The definition of
“Indebtedness” in Section 1 of the Amended and
Restated Agreement is hereby amended to read as follows:
“Indebtedness” of any Person means, for purposes
of Section 5.5 only, without duplication, (a) all
obligations of such Person for money borrowed by such Person, (b)
all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such
Person under conditional sale or other title retention agreements
relating to property or assets purchased by such Person,
(d) all obligations of such Person issued or assumed as the
deferred purchase price of property or services, other than trade
accounts payable, (e) all Capital Lease Obligations of such
Person, (f) obligations, whether contingent or liquidated, in
respect of letters of credit (including standby and commercial),
bankers’ and similar instruments, and (g) any obligation
of such Person, contingent or otherwise, guaranteeing or having the
economic effect of guaranteeing and Indebtedness of the types set
forth in clauses (a) throu
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