[Federal Register Volume 76, Number 211 (Tuesday, November 1, 2011)]
[Notices]
[Pages 67440-67451]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-28250]


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FARM CREDIT ADMINISTRATION


Market Access Agreement

AGENCY: Farm Credit Administration.

ACTION: Notice of Draft Second Amended and Restated Market Access 
Agreement; request for comments.

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SUMMARY: The Farm Credit Administration (FCA or we) is publishing for 
comment the Draft Second Amended and Restated Market Access Agreement 
(Draft Second Restated MAA) proposed to be entered into by all of the 
banks of the Farm Credit System (System or FCS) and the Federal Farm 
Credit Banks Funding Corporation (Funding Corporation). This Draft 
Second Restated MAA is an update to and would replace the Amended and 
Restated MAA (Amended and Restated MAA) approved by the FCA on January 
9, 2003, and published in the Federal Register on January 15, 2003 (68 
FR 2037). The Draft Second Restated MAA sets forth the rights and 
responsibilities of each of the parties when the condition of a bank 
falls below pre-established financial thresholds.

DATES: You may send comments on or before December 1, 2011.

ADDRESSES: There are several methods for you to submit your comments. 
For accuracy and efficiency reasons, commenters are encouraged to 
submit comments by email or through the FCA's Web site. As facsimiles 
(faxes) are difficult for us to process and achieve compliance with 
section 508 of the Rehabilitation Act, we are no longer accepting 
comments submitted by fax. Regardless of the method you use, please do 
not submit your comment multiple times via different methods. You may 
submit comments by any of the following methods:
     Email: Send us an email at [email protected].
     FCA Web site: http://www.fca.gov. Select ``Public 
Commenters,'' then ``Public Comments,'' and follow the directions for 
``Submitting a Comment.''
     Federal E-Rulemaking Web site: http://www.regulations.gov. 
Follow the instructions for submitting comments.
     Mail: Send mail to Gary K. Van Meter, Director, Office of 
Regulatory Policy, Farm Credit Administration, 1501 Farm Credit Drive, 
McLean, VA 22102-5090.
    You may review copies of comments we receive at our office in 
McLean, Virginia, or on our Web site at http://www.fca.gov. Once you 
are in the Web site, select ``Public Commenters,'' then ``Public 
Comments,'' and follow the directions for ``Reading Submitted Public 
Comments.'' We will show your comments as submitted, but for technical 
reasons we may omit items such as logos and special characters. 
Identifying information that you provide, such as phone numbers and 
addresses, will be publicly available. However, we will attempt to 
remove

[[Page 67441]]

email addresses to help reduce Internet spam.

FOR FURTHER INFORMATION CONTACT:

Thomas R. Risdal, Senior Policy Analyst, Office of Regulatory Policy, 
Farm Credit Administration, McLean, VA 22102-5090, (703) 883-4257, TTY 
(703) 883-4434, or
Rebecca S. Orlich, Senior Counsel, Office of General Counsel, Farm 
Credit Administration, McLean, VA 22102-5090, (703) 883-4020, TTY (703) 
883-4020.

SUPPLEMENTARY INFORMATION: System banks and the Funding Corporation 
entered into the original Market Access Agreement (original MAA) on 
September 1, 1994, to help control the risk of each System bank by 
outlining each party's respective rights and responsibilities in the 
event the condition of a System bank fell below certain financial 
thresholds. As part of the original MAA, System banks and the Funding 
Corporation agreed to periodic reviews of the terms of the MAA to 
consider whether any amendments were appropriate. The original MAA was 
updated by the parties in 2003 in the Amended and Restated MAA and 
received FCA approval following notice and request for public comments 
in the Federal Register.\1\
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    \1\ 68 FR 19539 (April 21, 2003).
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    On December 3, 2010, the FCA Board approved amendments to the 
Amended and Restated MAA that would conform its provisions to the 
System banks' proposed Joint and Several Liability Reallocation 
Agreement (Reallocation Agreement) to ensure that the MAA provisions 
did not impede operation of the Reallocation Agreement; the amendments 
also provided that the MAA and the Reallocation Agreement are separate 
agreements, and invalidation of one does not affect the other. The FCA 
published these amendments in the Federal Register.\2\ The proposed 
Reallocation Agreement is an agreement among the banks and the Funding 
Corporation that establishes a procedure for non-defaulting banks to 
pay maturing System-wide debt on behalf of defaulting banks prior to a 
statutory joint and several call by the FCA under section 4.4 of the 
Farm Credit Act of 1971, as amended (Act).\3\ The FCA Board approved 
the proposed Reallocation Agreement on October 14, 2010, and notice of 
the approval was published in the Federal Register.\4\ The System banks 
have approved the Reallocation Agreement but have not yet executed it.
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    \2\ 75 FR 76729 (December 9, 2010).
    \3\ 12 U.S.C. 2155.
    \4\ 75 FR 64727 (October 20, 2010).
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    The Amended and Restated MAA has a termination date of December 31, 
2011. The System banks and the Funding Corporation have requested the 
FCA to approve the Draft Second Restated MAA at this time in order to 
have it approved by the parties and in place when the current agreement 
terminates. The FCA seeks public comment on the proposed agreement.
    The Amended and Restated MAA establishes certain financial 
thresholds at which conditions are placed on the activities of a bank 
or restrictions are placed on a bank's access to participation in 
System-wide and consolidated obligations. The MAA establishes three 
categories, which are based on each bank's net collateral ratio, 
permanent capital ratio, and scores under the Contractual Inter-bank 
Performance Agreement, which is an agreement among the banks and the 
Funding Corporation that establishes certain financial performance 
criteria.
    The proposed Second Restated MAA retains the same general framework 
and most of the provisions of the Restated and Amended MAA, updated as 
necessary. An important change is to section 1.05, which revises the 
level of the net collateral ratio that would place a bank in Category 
I. The revision takes into account that the FCA has increased the 
minimum net collateral ratio for some banks to an amount higher than 
the 103 percent stated in FCA regulation 12 CFR 615.5335. Revisions to 
the sections that refer to the Reallocation Agreement clarify that such 
agreement has not been executed. In addition, certain voting and quorum 
procedures in Article II and Article VI of the proposed Second Restated 
MAA will require consent or approval of all banks rather than a 
majority of banks; this change recognizes that there are now only five 
System banks and are likely to be only four System banks as of January 
1, 2012.\5\
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    \5\ CoBank, ACB and U.S. Agbank, FCB plan to merge as of January 
1, 2012. The FCA has preliminarily approved the merger, and the 
boards and stockholders of both banks have voted to approve the 
merger.
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    The Second Restated MAA, together with the recitals to the 
amendment, is as follows:

Second Amended and Restated Market Access Agreement Among AgFirst Farm 
Credit Bank, AgriBank, FCB, CoBank, ACB, Farm Credit Bank of Texas, 
U.S. AgBank, FCB and Federal Farm Credit Banks Funding Corporation

    This Second Amended and Restated Market Access Agreement (the 
``Restated MAA'') is entered into among AgFirst Farm Credit Bank, 
AgriBank, FCB, CoBank, ACB, the Farm Credit Bank of Texas, U.S. AgBank, 
FCB (collectively, the ``Banks'') and the Federal Farm Credit Banks 
Funding Corporation (``Funding Corporation'').
    Whereas, the Banks and the Funding Corporation entered into that 
certain Market Access Agreement dated September 1, 1994 and effective 
as of November 23, 1994, (the ``Original Agreement'') for the reasons 
stated therein; and
    Whereas, the Original Agreement was subsequently amended by that 
certain Amended and Restated Market Access Agreement, dated July 1, 
2003, referred to herein as the ``First Restated MAA,'' for the reasons 
stated therein; and
    Whereas, pursuant to Sections 7.04 and 7.05 of the First Restated 
MAA, the Banks and the Funding Corporation have reviewed the First 
Restated MAA to consider whether an extension and any amendments to it 
are appropriate; and
    Whereas, representatives of the Banks and the Funding Corporation 
met various times in connection with such review and recommended an 
extension of the First Restated MAA and certain amendments for 
presentation to the Committee; and
    Whereas, the Committee met various times in connection with the 
review and recommended an extension of the First Restated MAA and 
certain amendments for presentation to the Banks and the Funding 
Corporation; and
    Whereas, the boards of directors of the Banks and of the Funding 
Corporation approved this Restated MAA in principle; and
    Whereas, thereafter, this Restated MAA was submitted to FCA for 
approval and to the Insurance Corporation for an expression of support; 
and
    Whereas, FCA published this Restated MAA in the Federal Register 
and sought comments thereon; and
    Whereas, FCA approved this Restated MAA, subject to approval of 
this Restated MAA by the boards of directors of the Banks and the 
Funding Corporation, and a notice of such approval was published in the 
Federal Register; and
    Whereas, the Insurance Corporation expressed its support of this 
Restated MAA; and
    Whereas, the Parties are mindful of FCA's independent authority 
under Section 5.17(a)(10) of the Act to ensure the safety and soundness 
of Banks, FCA's independent authority under Sections 4.2 and 4.9 of the 
Act to approve the terms of specific issuances

[[Page 67442]]

of Debt Securities, the Insurance Corporation's independent authority 
under Section 5.61 of the Act to assist troubled Banks, and the Banks' 
independent obligations under Section 4.3(c) of the Act to maintain 
necessary collateral levels for Debt Securities; and
    Whereas, the Banks are entering into this Restated MAA pursuant to, 
inter alia, Section 4.2(c) and (d) of the Act; and
    Whereas, the Funding Corporation is prepared to adopt as the 
``conditions of participation'' that it understands to be required by 
Section 4.9(b)(2) of the Act each Bank's compliance with the terms and 
conditions of this Restated MAA; and
    Whereas, the Funding Corporation believes the execution and 
implementation of this Restated MAA will materially accomplish the 
objectives which it has concluded are appropriate for a market access 
program under Section 4.9(b)(2) of the Act; and
    Whereas, prior to the adoption of the Original Agreement, the 
Funding Corporation adopted and maintained in place a Market Access and 
Risk Alert Program designed to fulfill what it understood to be its 
responsibilities under Section 4.9(b)(2) of the Act with respect to 
determining ``conditions of participation,'' which Program was 
discontinued by the Funding Corporation in accordance with the terms of 
the Original Agreement; and
    Whereas, the Funding Corporation is entering into this Restated MAA 
pursuant to, inter alia, Section 4.9(b)(2) of the Act; and
    Whereas, the Parties believe that the execution and implementation 
of this Restated MAA will accomplish the objectives intended to be 
achieved by the Original Agreement,
    Now therefore, in consideration of the foregoing, the mutual 
promises and agreements herein contained, and other good and valuable 
consideration, receipt of which is hereby acknowledged, the Parties, 
intending to be legally bound hereby, agree as follows:

Article I--Categories

    Section 1.01. Scorekeeper. The Scorekeeper, for purposes of this 
Restated MAA, shall be the Funding Corporation.
    Section 1.02. CIPA Oversight Body. The CIPA Oversight Body, for 
purposes of this Restated MAA, shall be the same as the Oversight Body 
under Section 5.1 of CIPA.
    Section 1.03. CIPA Scores. Net Composite Scores and Average Net 
Composite Scores, for purposes of this Restated MAA, shall be the same 
as those determined under Article II of CIPA and the Model referred to 
therein, as in effect on June 30, 2011, and as amended under CIPA or 
replaced by successor provisions under CIPA in the future, to the 
extent such future amendments or replacements are by agreement of all 
the Banks.
    Section 1.04. Net Collateral and Permanent Capital Ratios. Each 
Bank shall report to the Scorekeeper within fifteen days after the end 
of each month its Net Collateral Ratio and Permanent Capital Ratio as 
of the last day of that month. Should any Bank later correct or revise, 
or be required to correct or revise, any past financial data in a way 
that would cause any Net Collateral Ratio or Permanent Capital Ratio 
previously reported hereunder to have been different, the Bank shall 
promptly report a revised Ratio to the Scorekeeper. Should the 
Scorekeeper consider it necessary to verify any Net Collateral Ratio or 
Permanent Capital Ratio, it shall so report to the Committee, or, if 
the Committee is not in existence, to the CIPA Oversight Body, and the 
Committee or the CIPA Oversight Body, as the case may be, may verify 
the Ratios as it deems appropriate, through reviews of Bank records by 
its designees (including experts or consultants retained by it) or 
otherwise. The reporting Bank shall cooperate in any such verification, 
and the other Banks shall provide such assistance in conducting any 
such verification as the Committee or the CIPA Oversight Body, as the 
case may be, may reasonably request.
    Section 1.05. Category I. A Bank shall be in Category I if it (a) 
has an Average Net Composite Score of 50.0 or more, but less than 60.0, 
for the most recent calendar quarter for which an Average Net Composite 
Score is available, (b) has a Net Composite Score of 45.0 or more, but 
less than 60.0, for the most recent calendar quarter for which a Net 
Composite Score is available, (c) has a Net Collateral Ratio of 103.00% 
or more, but less than the greater of: (i) 104.00%, or (ii) 50 basis 
points above the minimum set by FCA for the last day of the most recent 
month, or (d) has a Permanent Capital Ratio of 7.00% or more, but less 
than 8.00%, for the period ending on the last day of the most recent 
month.
    Section 1.06. Category II. A Bank shall be in Category II if it (a) 
Has an Average Net Composite Score of 35.0 or more, but less than 50.0, 
for the most recent calendar quarter for which an Average Net Composite 
Score is available, (b) has a Net Composite Score of 30.0 or more, but 
less than 45.0, for the most recent calendar quarter for which a Net 
Composite Score is available, (c) has a Net Collateral Ratio of 102.00% 
or more, but less than 103.00%, for the last day of the most recent 
month, (d) has a Permanent Capital Ratio of 5.00% or more, but less 
than 7.00%, for the period ending on the last day of the most recent 
month, or (e) is in Category I and has failed to provide information to 
the Committee as required by Article III within two Business Days after 
receipt of written notice from the Committee of such failure.
    Section 1.07. Category III. A Bank shall be in Category III if it 
(a) has an Average Net Composite Score of less than 35.0 for the most 
recent calendar quarter for which an Average Net Composite Score is 
available, (b) has a Net Composite Score of less than 30.0 for the most 
recent calendar quarter for which a Net Composite Score is available, 
(c) has a Net Collateral Ratio of less than 102.00% for the last day of 
the most recent month, (d) has a Permanent Capital Ratio of less than 
5.00% for the period ending on the last day of the most recent month, 
or (e) is in Category II and has failed to provide information to the 
Committee as required by Article III within two Business Days after 
receipt of written notice from the Committee of such failure.
    Section 1.08. Highest Category. If a Bank would come within more 
than one Category by reason of the various provisions of Sections 1.05 
through 1.07, it shall be considered to be in the highest-numbered 
Category for which it qualifies (e.g., Category III rather than 
Category II).
    Section 1.09. Notice by Scorekeeper. Within twenty days of the end 
of each month, after receiving the reports due under Section 1.04 
within fifteen days of the end of the prior month, the Scorekeeper 
shall provide to all Banks, all Associations discounting with or 
otherwise receiving funding from a Bank that is in Category I, Category 
II or Category III, FCA, the Insurance Corporation, the Funding 
Corporation, and either the CIPA Oversight Body or, if it is in 
existence, the Committee a notice identifying the Banks, if any, that 
are in Categories I, II and III, or stating that no Banks are in such 
Categories.

Article II--The Committee

    Section 2.01. Formation. A Monitoring and Advisory Committee (the 
``Committee'') shall be formed at the instance of the CIPA Oversight 
Body within seven days of the date that it receives a notice from the 
Scorekeeper under Section 1.09 that any Bank is in Category I, Category 
II or Category III (unless such a Committee is already in existence). 
The Committee shall remain

[[Page 67443]]

in existence thereafter for so long as the most recent notice from the 
Scorekeeper under Section 1.09 indicates that any Bank is in Category 
I, Category II or Category III. If not already in existence, the 
Committee may also be formed (a) At the instance of the CIPA Oversight 
Body at any other time, in order to consider a Continued Access Request 
that has been submitted or is expected to be submitted, (b) for 
purposes of preparing the reports described in Section 7.05, and (c) as 
provided for in Section 8.04(b).
    Section 2.02. Composition. The Committee shall be made up of two 
representatives of each Bank and two representatives of the Funding 
Corporation. One of the representatives of each Bank shall be that 
Bank's representative on the CIPA Oversight Body. The other 
representative of each Bank shall be an individual designated by the 
Bank's board of directors, who may be a member of the Bank's board of 
directors or a senior officer of the Bank, in the discretion of the 
Bank's board. One of the representatives of the Funding Corporation 
shall be an outside director of the Funding Corporation designated by 
the Funding Corporation board of directors. The other representative of 
the Funding Corporation shall be designated by the board of directors 
of the Funding Corporation from among the members of its board and/or 
its senior officers. The removal and replacement of the Committee 
members designated directly by Bank boards of directors and by the 
Funding Corporation shall be in the sole discretion of each Bank board 
and of the Funding Corporation, respectively. A replacement for a 
member of the CIPA Oversight Body shall automatically replace such 
member on the Committee.
    Section 2.03. Authority and Responsibilities. The Committee shall 
have the authority and responsibilities specified in this Article II, 
in Sections 1.04, 3.01, 3.02, 3.05, 3.06, 4.02, 7.05, 8.04, and 8.08, 
and in Article VI, and such incidental powers as are necessary and 
appropriate to effectuating such authority and responsibilities.
    Section 2.04. Meetings. Notwithstanding anything herein to the 
contrary, at all times, the Banks entitled to vote on Committee 
business shall be all Banks other than (i) Those in Category II and 
Category III, as indicated in the most recent notice from the 
Scorekeeper under Section 1.09, and (ii) in the case of a Bank 
requesting a Continued Access Decision, such Bank. The initial meeting 
of the Committee shall be held at the call of the Chairman of the CIPA 
Oversight Body or a majority of the Parties entitled to vote on 
Committee business. Thereafter, the Committee shall meet at such times 
and such places at the call of the Chairman of the Committee or a 
majority of the Parties entitled to vote on Committee business. For all 
voting and quorum purposes each Party entitled to vote on Committee 
business shall act through at least one of its representatives. Written 
notice of each meeting shall be given to each member by the Chairman or 
his or her designee not less than 48 hours prior to the time of the 
meeting. A meeting may be held without such notice upon the signing of 
a waiver of notice by all of the Parties entitled to vote on Committee 
business. All of the Parties entitled to vote on Committee business 
shall constitute a quorum for the conduct of business. A meeting may be 
held by a telephone conference arrangement or similar communication 
method allowing each speaker to be heard by all others in attendance at 
the same time.
    Section 2.05. Action Without a Meeting. Action may be taken by the 
Committee without a meeting if each Bank and the Funding Corporation 
consent in writing to consideration of a matter without a meeting and 
all of the Parties entitled to vote on Committee business approve the 
action in writing, which writings shall be kept with the minutes of the 
Committee.
    Section 2.06. Voting. The Funding Corporation and each Bank 
entitled to vote on Committee business shall have one vote on Committee 
business. Voting on Committee business (including recommendations on 
Continued Access Decisions, but not the ultimate vote on Continued 
Access Decisions, which is addressed in Article VI) shall be by 
unanimity of the Parties entitled to vote on Committee business that 
are present (physically, by telephone conference or similar 
communication method allowing each speaker to be heard by all others in 
attendance at the same time) through at least one representative. If a 
Bank or the Funding Corporation has two representatives present, they 
shall agree in casting the vote of the Bank or the Funding Corporation, 
and if they cannot agree on a particular matter, that Bank or the 
Funding Corporation shall not cast a vote on that matter, and, in 
determining unanimity, shall not be counted as a Party entitled to vote 
on that matter.
    Section 2.07. Officers. The Committee shall elect from among its 
members a Chairman, a Vice Chairman, a Secretary and such other 
officers as it shall from time to time deem appropriate. The Chairman 
shall chair the meetings of the Committee and have such other duties as 
the Committee may delegate to him or her. The Vice Chairman shall 
perform such duties of the Chairman as the Chairman is unable or fails 
to perform, and shall have such other duties as the Committee may 
delegate to him or her. The Secretary shall keep the minutes and 
maintain the minute book of the Committee. Other officers shall have 
such duties as the Committee may delegate to them. Should the Chairman 
be a representative of either a Category II or Category III Bank, such 
individual will no longer be eligible to serve as Chairman. The Vice 
Chairman will thereafter perform the duties of Chairman, and if the 
Vice Chairman is unable, the Committee may elect a new Chairman from 
among its members.
    Section 2.08. Retention of Staff, Consultants, and Experts. The 
Committee shall be authorized to retain staff, consultants, and experts 
as it deems necessary and appropriate in its sole discretion.
    Section 2.09. Expenses. Any compensation of each member of the 
Committee for time spent on Committee business and for his or her out-
of-pocket expenses, such as travel, shall be paid by the Party that 
designated that member to the Committee or to the CIPA Oversight Body. 
All other expenses incurred by the Committee shall be borne by the 
Banks and assessed by the Funding Corporation based on the formula then 
used by the Funding Corporation to allocate its operating expenses.
    Section 2.10. Custody of Records. All information received by the 
Committee pursuant to this Restated MAA, and all Committee minutes, 
shall be lodged, while not in active use by the Committee, at the 
Funding Corporation, and shall be deemed records of the Funding 
Corporation for purposes of FCA examination. The Parties agree that 
documents in active use by the Committee may also be examined by FCA.

Article III--Provision of Information

    Section 3.01. Information To Be Provided By All Banks in Categories 
I, II, and III. If a Bank is in Category I, Category II, or Category 
III, as indicated in the most recent notice from the Scorekeeper under 
Section 1.09, and if the prior monthly notice by the Scorekeeper did 
not indicate that the Bank was in any Category, then the Bank shall 
within thirty days of receipt of the latest notice provide to the 
Committee: (a) A detailed explanation of the causes of its being in 
that Category, (b) an action plan to improve its financial situation so 
that it is no longer in any of the three Categories, (c) a timetable 
for achieving that result, (d) at

[[Page 67444]]

the discretion of the Committee, the materials and information listed 
in Attachment 1 hereto (in addition to fulfilling the other obligations 
specified in Attachment 1 hereto), and (e) such other pertinent 
materials and information as the Committee shall, within seven days of 
receiving notice from the Scorekeeper, request in writing from the 
Bank. Such Bank shall summarize, aggregate, or analyze data, as well as 
provide raw data, in such manner as the Committee may request. Such 
information shall be promptly updated (without any need for a request 
by the Committee) whenever the facts significantly change, and shall 
also be updated or supplemented as the Committee so requests in writing 
of the Bank by such deadlines as the Committee may reasonably specify.
    Section 3.02. Additional Information To Be Provided By Banks in 
Categories II and III. If a Bank is in Category II or Category III, as 
indicated in the most recent notice from the Scorekeeper under Section 
1.09, and if the prior monthly notice by the Scorekeeper did not 
indicate that the Bank was in Category II or Category III, then the 
Bank shall within thirty days of receipt of the latest notice provide 
to the Committee, in addition to the information required by Section 
3.01, at the discretion of the Committee, the materials and information 
listed in Attachment 2 hereto (in addition to fulfilling the other 
obligations specified in Attachment 2 hereto). Such information shall 
be promptly updated (without any need for a request by the Committee) 
whenever the facts significantly change, and shall also be updated or 
supplemented as the Committee so requests in writing of the Bank by 
such deadlines as the Committee may reasonably specify.
    Section 3.03. Documents or Information Relating to Communications 
With FCA or the Insurance Corporation. Notwithstanding Sections 3.01 
and 3.02, a Bank shall not disclose to the Committee any communications 
between the Bank and FCA or the Insurance Corporation, as the case may 
be, or documents describing such communications, except as consented to 
by, and subject to such restrictive conditions as may be imposed by, 
FCA or the Insurance Corporation, as the case may be. However, facts 
regarding the Bank's condition or plans that pre-existed a 
communication with FCA or the Insurance Corporation and then were 
included in such a communication are not barred from disclosure by this 
section. The Committee shall decide on a case-by-case basis whether to 
request copies of such communications and documents from FCA or the 
Insurance Corporation, as the case may be. Each Bank hereby consents to 
the disclosure of such communications and documents to the Committee if 
consented to by FCA or the Insurance Corporation, as the case may be. 
Nothing in this section shall preclude a Bank from making disclosures 
to the System Disclosure Agent necessary to allow the System Disclosure 
Agent to comply with its obligations under the securities laws or other 
applicable law or regulations with regard to disclosure to investors.
    Section 3.04. Sources of Information; Certification. Information 
provided to the Committee under Sections 3.01 and 3.02 shall, to the 
extent applicable, be data used in the preparation of financial 
statements in accordance with generally accepted accounting principles, 
or data used in the preparation of call reports submitted to FCA 
pursuant to 12 CFR part 621, as amended from time to time, or any 
successor thereto. A Bank shall certify, through its chief executive 
officer or, if there is no chief executive officer, a senior executive 
officer, the completeness and accuracy of all information provided to 
the Committee under Sections 3.01 and 3.02.
    Section 3.05. Failure to Provide Information. If a Bank fails to 
provide information to the Committee as and when required under 
Sections 3.01 and 3.02, and does not correct such failure within two 
Business Days of receipt of the written notice by the Committee of the 
failure, then the Committee shall so advise the Scorekeeper.
    Section 3.06. Provision of Information to Banks. Any information 
provided to the Committee under Sections 3.01 and 3.02 shall be 
provided by the Committee to any Bank upon request. A Bank shall not 
have the right under this Restated MAA to obtain information directly 
from another Bank.
    Section 3.07. Cessation of Obligations. A Bank's obligation to 
provide information to the Committee under Section 3.01 shall cease as 
soon as the Bank is no longer in Category I, Category II, or Category 
III, as indicated in the most recent notice from the Scorekeeper under 
Section 1.09. A Bank's obligation to provide to the Committee 
information under Section 3.02 shall cease as soon as the Bank is no 
longer in Category II or Category III, as indicated in the most recent 
notice from the Scorekeeper under Section 1.09.

Article IV--Restrictions on Market Access

    Section 4.01. Final Restrictions. As of either,
    (i) The tenth day after a Bank receives a notification from the 
Scorekeeper that it is in Category II, as indicated in the most recent 
notice from the Scorekeeper under Section 1.09, if it has not by said 
tenth day submitted a Continued Access Request to the Committee; or
    (ii) If the Bank has submitted a Continued Access Request to the 
Committee by the tenth day after its receipt of notice from the 
Scorekeeper that it is in Category II, the seventh day following the 
day a submitted Continued Access Request is denied, a Bank in Category 
II, as indicated in the most recent notice from the Scorekeeper under 
Section 1.09, (a) shall be permitted to participate in issues of Debt 
Securities only to the extent necessary to roll over the principal (net 
of any original issue discount) of maturing debt, and (b) shall comply 
with the Additional Restrictions.
    Section 4.02. Category II Interim Restrictions. From the day that a 
Bank receives a notice from the Scorekeeper that it is in Category II 
until: (a) Ten days thereafter, if the Bank does not by that day submit 
a Continued Access Request to the Committee, or (b) if the Bank by such 
tenth day after it has received a notice from the Scorekeeper that it 
is in Category II does submit a Continued Access Request to the 
Committee, the seventh day following the day that notice is received by 
the Bank that the Continued Access Request is granted or denied, the 
Bank (i) May participate in issues of Debt Securities only to the 
extent necessary to roll over the principal (net of any original issue 
discount) of maturing debt unless the Committee, taking into account 
the criteria in Section 6.03, shall specifically authorize 
participation to a greater extent, and (ii) shall comply with the 
Additional Restrictions. Notwithstanding the foregoing, the Category II 
Interim Restrictions shall not go into effect if a Continued Access 
Request has already been granted in anticipation of the formal notice 
that the Bank is in Category II.
    Section 4.03. FCA Action. The Final Restrictions and the Category 
II Interim Restrictions shall go into effect without the need for case-
by-case approval by FCA.
    Section 4.04. Cessation of Restrictions. The Final Restrictions and 
the Category II Interim Restrictions shall cease as soon as the Bank is 
no longer in Category II, as indicated in the most recent notice from 
the Scorekeeper under Section 1.09. The Bank shall continue, however, 
to be subject to such other obligations under this Restated MAA as may 
apply to it by reason of its being in another Category.
    Section 4.05. Relationship to the Joint and Several Liability 
Reallocation

[[Page 67445]]

Agreement. A Category II Bank shall not be subject to the Final 
Restrictions and Category II Interim Restrictions, to the extent that 
the Final Restrictions and Category II Interim Restrictions would 
prohibit such Category II Bank from issuing debt required to fund such 
Category II Bank's liabilities and obligations under the Joint and 
Several Liability Reallocation Agreement, if and when the Joint and 
Several Liability Reallocation Agreement is in effect among the 
Parties.

Article V--Prohibition of Market Access

    Section 5.01. Final Prohibition. As of either,
    (i) The tenth day after a Bank receives a notification from the 
Scorekeeper that it is in Category III, as indicated in the most recent 
notice from the Scorekeeper under Section 1.09, if it has not by said 
tenth day submitted a Continued Access Request to the Committee; or
    (ii) If the Bank has submitted a Continued Access Request to the 
Committee by the tenth day after its receipt of notice from the 
Scorekeeper that it is in Category III, the seventh day following the 
day a submitted Continued Access Request is denied, a Bank in Category 
III, as indicated in the most recent notice from the Scorekeeper under 
Section 1.09, (a) Shall be prohibited from participating in issues of 
Debt Securities, and (b) shall comply with the Additional Restrictions.
    Section 5.02. Category III Interim Restrictions. From the day that 
a Bank receives a notice from the Scorekeeper that it is in Category 
III until: (a) Ten days thereafter, if the Bank does not by that day 
submit a Continued Access Request to the Committee, or (b) if the Bank 
by such tenth day after it has received a notice from the Scorekeeper 
that it is in Category III does submit a Continued Access Request to 
the Committee, the seventh day following the day that notice is 
received by the Bank that the Continued Access Request is granted or 
denied, the Bank (i) May participate in issues of Debt Securities only 
to the extent necessary to roll over the principal (net of any original 
issue discount) of maturing debt, and (ii) shall comply with the 
Additional Restrictions. Notwithstanding the foregoing, the Category 
III Interim Restrictions shall not go into effect if a Continued Access 
Request has already been granted in anticipation of the formal notice 
that the Bank is in Category III.
    Section 5.03. FCA Action. The Category III Interim Restrictions 
shall go into effect without the need for case-by-case approval by FCA. 
The Parties agree that the Final Prohibition shall go into effect 
without the need for approval by FCA; provided, however, that FCA may 
override the Final Prohibition, for such time period up to 60 days as 
FCA may specify (or, if FCA does not so specify, for 60 days), by so 
ordering before the date upon which the Final Prohibition becomes 
effective pursuant to Section 5.01, and may renew such an override once 
only, for such time period up to 60 additional days as FCA may specify 
(or, if FCA does not so specify, for 60 days), by so ordering before 
the expiration of the initial override period. If the Final Prohibition 
is overridden by FCA, the Category III Interim Restrictions shall 
remain in effect.
    Section 5.04. Cessation of Restrictions. The Final Prohibition and 
the Category III Interim Restrictions shall cease as soon as the Bank 
is no longer in Category III, as indicated in the most recent notice 
from the Scorekeeper under Section 1.09. The Bank shall continue, 
however, to be subject to such other obligations under this Restated 
MAA as may apply to it by reason of its being in another Category.
    Section 5.05. Relationship to the Joint and Several Liability 
Reallocation Agreement. A Category III Bank shall not be subject to the 
Final Prohibition or Category III Interim Restrictions, to the extent 
that the Final Prohibition or Category III Interim Restrictions would 
prohibit such Category III Bank from issuing debt required to fund such 
Category III Bank's liabilities and obligations under the Joint and 
Several Liability Reallocation Agreement, if and when the Joint and 
Several Liability Reallocation Agreement is in effect among the 
Parties.

Article VI--Continued Access Decisions

    Section 6.01. Process. The process for action on Continued Access 
Requests shall be as follows:
    (a) Submission of Request. A Bank may submit a Continued Access 
Request for consideration by the Committee at any time, including (i) 
Prior to formal notice from the Scorekeeper that it is in Category II 
or Category III, if the Bank anticipates such notice, and (ii) prior to 
the tenth day after a Bank receives a notification from the Scorekeeper 
that it is in Category II or the tenth day after a Bank receives a 
notification from the Scorekeeper that it is in Category III.
    (b) Committee Recommendation. After a review of the Request, the 
supporting information and any other pertinent information available to 
the Committee, the Committee shall arrive at a recommendation regarding 
the Request (including, if the recommendation is to grant the Request, 
recommendations as to the expiration date of the Continued Access 
Decision and as to any conditions to be imposed on the Decision). The 
Funding Corporation, drawing upon its expertise and specialized 
knowledge, shall provide to the Committee all pertinent information in 
its possession (and the Banks authorize the Funding Corporation to 
provide such information to the Committee for its use as provided 
herein, and, to that limited extent only, waive their right to require 
the Funding Corporation to maintain the confidentiality of such 
information). The Committee shall send its recommendation and a 
statement of the reasons therefor, including a description of any 
considerations that were expressed for and against the recommendation 
by members of the Committee during its deliberations, together with the 
Request, the supporting information, a report of how the members of the 
Committee voted on the recommendation, a report by the Funding 
Corporation concerning its position on the recommendation, and any 
other material information that was considered by the Committee, to all 
Banks and the Funding Corporation by a nationally recognized overnight 
delivery service within fourteen days after receiving the Request. If 
the Committee fails to act within such fourteen-day period, the 
Continued Access Request shall be deemed forwarded to all Banks 
entitled to vote thereon for their consideration. If the Committee has 
failed to act, the Funding Corporation shall send to all Banks, within 
two days following the deadline for Committee action, a report 
concerning the position of the Funding Corporation on the Continued 
Access Request.
    (c) Vote on the Request. Unless otherwise expressly stated herein, 
the Banks entitled to vote on the Request shall be all Banks other than 
those in Category II and Category III, as indicated in the most recent 
notice from the Scorekeeper under Section 1.09, and other than the Bank 
requesting the Continued Access Decision. Within ten days of receiving 
the Committee's recommendation and the accompanying materials (or, if 
the Committee failed to act within fourteen days, within ten days 
following the fourteenth day), the board of directors of each Bank 
entitled to vote on the Request, or its designee, after review of the 
recommendation, the accompanying materials, the report of the Funding 
Corporation, and any other pertinent information, shall vote to grant 
or deny the Request (as modified or supplemented by any

[[Page 67446]]

recommendations of the Committee as to the expiration date of the 
Continued Access Decision and as to conditions to be imposed on the 
Decision), and shall provide written notice of its vote to the 
Committee. If the Committee has recommended in favor of a Continued 
Access Decision, the vote of a Bank shall be either to accept or reject 
the Committee's recommendation, including the recommended expiration 
date and conditions; if the Committee has recommended against a 
Continued Access Decision or has failed to act, the vote of a Bank 
shall be either to grant the Continued Access Request on the terms 
requested by the requesting Bank, or to deny it. Failure to vote within 
the ten-day period shall be considered a ``no'' vote. A Continued 
Access Request shall be granted only upon a 100% Vote within the ten-
day period, and shall be considered denied if a 100% Vote is not 
forthcoming by that day.
    (d) Notice. The Committee shall promptly provide written notice to 
the Parties, FCA and the Insurance Corporation of the granting or 
denial of the Continued Access Request, and, if the Continued Access 
Request was granted, of all the particulars of the Continued Access 
Decision.
    Section 6.02. Provision of Information to FCA and the Insurance 
Corporation. FCA and the Insurance Corporation shall be advised by the 
Committee of the submission of a Continued Access Request, shall be 
provided by the Committee with appropriate materials relating to the 
Request, and shall be advised by the Committee of the recommendation 
made by the Committee concerning the Request.
    Section 6.03. Criteria. The Committee, in arriving at its 
recommendation on a Continued Access Request, and the voting Banks, in 
voting on a Continued Access Request, shall consider (a) The present 
financial strength of the Bank in issue, (b) the prospects for 
financial recovery of the Bank in issue, (c) the probable costs of 
particular courses of action to the Banks and the Insurance Fund, (d) 
any intentions expressed by the Insurance Corporation with regard to 
assisting or working with the Bank in issue, (e) any existing lending 
commitments and any particular high-quality new lending opportunities 
of the Bank, (f) seasonal variations in the borrowing needs of the 
Bank, (g) whether the Bank's independent public accountants have 
included a Going Concern Qualification in the most recent combined 
financial statements of the Bank and its constituent Associations, and 
(h) any other matters deemed pertinent.
    Section 6.04. Expiration Date. A Continued Access Decision shall 
have such expiration date as the Committee recommends and is approved 
by a 100% Vote. If the Committee recommends against or fails to act on 
a Continued Access Request, and it is subsequently approved by a 100% 
Vote, the expiration date of the Continued Access Decision shall be the 
earlier of the date requested by the Bank or 180 days from the date the 
Request is granted. A Continued Access Decision may be terminated prior 
to that date, or renewed for an additional term, upon a new 
recommendation by the Committee and 100% Vote.
    Section 6.05. Conditions. A Continued Access Decision shall be 
subject to such conditions as the Committee recommends and are approved 
by a 100% Vote. If specifically approved by a 100% Vote, administration 
of the details of the conditions and ongoing refinement of the 
conditions to take account of changing circumstances can be left to the 
Committee or such subcommittee as it may establish for that purpose. 
Among the conditions that may be imposed on a Continued Access Decision 
are (a) A requirement of remedial action by the Bank, failing which the 
Continued Access Decision will terminate, (b) a requirement of other 
appropriate conduct on the part of the Bank (such as compliance with 
the Additional Restrictions), failing which the Continued Access 
Decision will terminate, and (c) specific restrictions on continued 
borrowing by the Bank, such as a provision allowing a Bank in Category 
II to borrow only for specified types of business in addition to 
rolling over the principal of maturing debt, or allowing such a Bank 
only to roll over interest on maturing debt in addition to rolling over 
the principal of maturing debt, or a provision allowing a Bank in 
Category III to roll over a portion of its maturing debt. The Committee 
shall be responsible for monitoring and determining compliance with 
conditions, and shall promptly advise the Parties of any failure by a 
Bank to comply with conditions. The Committee's determination with 
respect to compliance with conditions shall be final, until and unless 
overturned or modified in arbitration pursuant to Section 7.08.
    Section 6.06. FCA Action. The Parties agree that a Continued Access 
Decision shall go into effect without the need for approval by FCA, but 
that FCA may override the Continued Access Decision, for such time 
period as FCA may specify (or, if FCA does not so specify, until a new 
Continued Access Decision is made pursuant to a recommendation of the 
Committee and a 100% Vote, in which case it is again subject to 
override by FCA), by so ordering at any time.
    Section 6.07. Notice to FCA of Intent to File Continued Access 
Request. A Bank that receives notice that it is in Category III shall 
advise FCA, within ten days of receiving such notice, whether it 
intends to file a Continued Access Request.

Article VII--Other

    Section 7.01. Conditions Precedent. This Restated MAA shall go into 
effect on January 1, 2012, provided, however, that on or before January 
15, 2012 each Party has executed a certificate in substantially the 
form of Attachment 3 hereto that all of the following conditions 
precedent have been satisfied: (a) The delivery to the Banks of an 
opinion by an outside law firm reasonably acceptable to all of the 
Parties and in substantially the form of Attachment 4 hereto, (b) the 
delivery to the Funding Corporation of an opinion by an outside law 
firm reasonably acceptable to all of the Parties and in substantially 
the form of Attachment 5 hereto, (c) adoption by each of the Banks and 
the Funding Corporation of a resolution in substantially the form of 
Attachment 6 hereto, (d) action by the Insurance Corporation, through 
its board, expressing its support for this Restated MAA, and (e) action 
by FCA, through its board, approving this Restated MAA pursuant to 
Section 4.2(c) and Section 4.2(d) of the Act, and (without necessarily 
expressing any view as to the proper interpretation of Section 
4.9(b)(2) of the Act) approving this Restated MAA pursuant to Section 
4.9(b)(2) of the Act insofar as such approval may be required, which 
action shall (i) Indicate that the entry into and compliance with this 
Restated MAA by the Funding Corporation fully satisfy such obligations 
as the Funding Corporation may have with respect to establishing 
``conditions of participation'' for market access under Section 
4.9(b)(2), and (ii) contain no reservations or other conditions or 
qualifications except for those which may be specifically agreed to by 
the Funding Corporation's board of directors and the other Parties.
    Upon execution of its certificate, each Party shall forward a copy 
to the Funding Corporation, attn. General Counsel, which shall advise 
all other Parties when a complete set of certificates is received.
    If this Restated MAA becomes effective in accordance with this 
Section 7.01, the First Restated MAA shall be amended and restated by 
this Restated MAA as of that date without further

[[Page 67447]]

action of the Parties. If any term, provision, covenant or restriction 
of this Restated MAA is held by a court of competent jurisdiction or 
other authority to be invalid, void or unenforceable, the remainder of 
the terms, provisions, covenants and restrictions of this Restated MAA 
shall remain in full force and effect and shall in no way be affected, 
impaired or invalidated. If any term, provision, covenant or 
restriction of this Restated MAA that purports to amend a term, 
provision, covenant or restriction of the Original Agreement or the 
First Restated MAA is held by a court of competent jurisdiction or 
other authority to be invalid, void or unenforceable, such term, 
provision, covenant or restriction of the Original Agreement or the 
First Restated MAA shall be considered to have continued and to be 
continuing in full force and effect at all times since this Restated 
MAA has purported to be in effect. The Parties agree that 
notwithstanding the occurrence of any of the foregoing events they will 
treat, to the maximum extent permitted by law, all actions theretofore 
taken pursuant to this Restated MAA as valid and binding actions of the 
Parties.
    Section 7.02. Representations and Warranties. Each Party represents 
and warrants to the other Parties that (a) It has duly executed and 
delivered this Restated MAA, (b) its performance of this Restated MAA 
in accordance with its terms will not conflict with or result in the 
breach of or violation of any of the terms or conditions of, or 
constitute (or with notice or lapse of time or both constitute) a 
default under any order, judgment or decree applicable to it, or any 
instrument, contract or other agreement to which it is a party or by 
which it is bound, (c) it is duly constituted and validly existing 
under the laws of the United States, (d) it has the corporate and other 
authority, and has obtained all necessary approvals, to enter into this 
Restated MAA and perform all of its obligations hereunder, and (e) its 
performance of this Restated MAA in accordance with its terms will not 
conflict with or result in the breach of or violation of any of the 
terms or conditions of, or constitute (or with notice or lapse of time 
or both constitute) a default under its charter (with respect to the 
Banks), or its bylaws.
    Section 7.03. Additional Covenants.
    (a) Each Bank agrees to notify the other Parties and the 
Scorekeeper if, at any time, it anticipates that within the following 
three months it will come to be in Category I, Category II or Category 
III, or will move from one Category to another.
    (b) Whenever a Bank is subject to Final Restrictions, a Final 
Prohibition, Category II Interim Restrictions, Category III Interim 
Restrictions, or a Continued Access Decision, the Committee shall 
promptly so notify the Funding Corporation, and the Funding Corporation 
shall take all necessary steps to ensure that the Bank participates in 
issues of Debt Securities only to the extent permitted thereunder. The 
Funding Corporation may rely on the determination of the Committee as 
to whether a Bank has complied with a condition to a Continued Access 
Decision.
    (c) Each Bank agrees that it will not at any time that it is in 
Category I, Category II or Category III, as indicated in the most 
recent notice from the Scorekeeper under Section 1.09, and will not 
without twelve months' prior notice to all other Banks and the Funding 
Corporation at any other time, either (i) Withdraw, or (ii) modify, in 
a fashion that would impede the issuance of Debt Securities, the 
funding resolution it has adopted pursuant to Section 4.4(b) of the 
Act. Should a violation of this covenant be asserted, and should the 
Bank deny same, the funding resolution shall be deemed still to be in 
full effect, without modification, until arbitration of the matter is 
completed, and each Bank, by entering into this Restated MAA, consents 
to emergency injunctive relief to enforce this provision. Nothing in 
this Restated MAA shall be construed to restrict any Party's ability to 
take the position that a Bank's withdrawal or modification of its 
funding resolution is not authorized by law.
    (d) Each Bank agrees that it will not at any time that it is in 
Category I, Category II or Category III, as indicated in the most 
recent notice from the Scorekeeper under Section 1.09, and will not 
without twelve months' prior notice to all other Banks and the System 
Disclosure Agent at any other time, fail to report information to the 
System Disclosure Agent pursuant to the Disclosure Program for the 
issuance of Debt Securities and for the System Disclosure Agent to have 
a reasonable basis for making disclosures pursuant to the Disclosure 
Program. Should the System Disclosure Agent assert a violation of this 
covenant, and should the Bank deny same, the Bank shall furnish such 
information as the System Disclosure Agent shall request until 
arbitration of the matter is completed, and each Bank, by entering into 
this Restated MAA, consents to emergency injunctive relief to enforce 
this provision. Nothing in this Restated MAA shall be construed to 
restrict the ability of the System Disclosure Agent to comply with its 
obligations under the securities laws or other applicable law or 
regulations with regard to disclosure to investors.
    (e) Without implying that suit may be brought on any other matter, 
each Bank and the Funding Corporation specifically agree not to bring 
suit to challenge this Restated MAA or to challenge any Final 
Prohibition, Final Restrictions, Category II Interim Restrictions, 
Category III Interim Restrictions, Continued Access Decision, denial of 
a Continued Access Request or recommendation of the Committee with 
respect to a Continued Access Request arrived at in accordance with 
this Restated MAA. This provision shall not be construed to preclude 
judicial actions under the U.S. Arbitration Act, 9 U.S.C. sections 1-
15, to enforce or vacate arbitration decisions rendered pursuant to 
Section 7.08, or for an order that arbitration proceed pursuant to 
Section 7.08.
    (f) The Funding Corporation agrees that it will not reinstitute the 
Market Access and Risk Alert Program, or adopt a similar such program 
for so long as both (i) This Restated MAA is in effect and (ii) Section 
4.9(b)(2) of the Act is not amended in a manner which would require, 
nor is there any other change in applicable law or regulations which 
would require, the Funding Corporation to establish ``conditions of 
participation'' different from those contained in this Restated MAA. 
Should the condition described in (ii) no longer apply and the Funding 
Corporation adopt a market access program, this Restated MAA shall be 
deemed terminated. All Banks reserve the right to argue, if the 
conditions described in clauses (i) or (ii) of the preceding sentence 
should no longer apply and the Funding Corporation should adopt such a 
program, that any such program adopted by the Funding Corporation is 
contrary to law, either because Section 4.9(b)(2) of the Act does not 
authorize such a program, or for any other reason, and the entry by any 
Bank into this Restated MAA shall not be construed as waiving such 
right.
    (g) It is expressly agreed that the Original Agreement, FCA 
approval of the Original Agreement, the First Restated MAA and FCA 
approval of this Restated MAA do not provide any grounds for 
challenging FCA or Insurance Corporation actions with respect to the 
creation of or the conduct of receiverships or conservatorships. 
Without limiting the preceding statement, each Bank specifically and 
expressly agrees and acknowledges that it cannot, and agrees that it 
shall not,

[[Page 67448]]

attempt to challenge FCA's appointment of a receiver or conservator for 
itself or any other System institution or FCA's or the Insurance 
Corporation's actions in the conduct of any receivership or 
conservatorship (i) On the basis of this Restated MAA or FCA's approval 
of this Restated MAA; or (ii) on the grounds that Category II Interim 
Restrictions, Final Restrictions, Category III Interim Restrictions, or 
Final Prohibitions were or were not imposed, whether by reason of FCA's 
or the Insurance Corporation's action or inaction or otherwise. The 
Banks jointly and severally agree that they shall indemnify and hold 
harmless FCA and the Insurance Corporation against all costs, expenses, 
and damages, including without limitation, attorneys' fees and 
litigation costs, resulting from any such challenge by any Party.
    Section 7.04. Termination. This Restated MAA shall terminate upon 
the earliest of (i) December 31, 2025, (ii) an earlier date if so 
agreed in writing by 100% Vote of the Banks, or (iii) in the event that 
all Banks shall be in either Category II or Category III. Commencing a 
year before December 31, 2025, the Parties shall meet to consider its 
extension. Except as provided in Section 7.03(f), it is understood that 
the termination of this Restated MAA shall not affect (i) Any rights 
and obligations of the Funding Corporation under Section 4.9(b)(2) of 
the Act, and (ii) any Bank's rights pursuant to any Final Restrictions, 
a Final Prohibition, Category II Interim Restrictions, Category III 
Interim Restrictions, or a Continued Access Decision then-in-effect.
    Section 7.05. Periodic Review. Commencing every third anniversary 
of the effective date of this Restated MAA, beginning January 1, 2015, 
and at such more frequent intervals as the Parties may agree, the Banks 
and the Funding Corporation, through their boards of directors, shall 
conduct a formal review of this Restated MAA and consider whether any 
amendments to it are appropriate. In connection with such review, the 
Committee shall report to the boards on the operation of the Restated 
MAA and recommend any amendments it considers appropriate.
    Section 7.06. Confidentiality. The Parties may disclose this 
Restated MAA and any amendments to it and any actions taken pursuant to 
this Restated MAA to restrict or prohibit borrowing by a Bank. All 
other information relating to this Restated MAA shall be kept 
confidential and shall be used solely for purposes of this Restated 
MAA, except that, to the extent permitted by applicable law and 
regulations, such information may be disclosed by (a) The System 
Disclosure Agent under the Disclosure Program, (b) a Bank, upon 
coordination of such disclosure with the System Disclosure Agent, as 
the Bank deems appropriate for purposes of the Bank's disclosures to 
borrowers or shareholders; (c) a Bank as deemed appropriate for 
purposes of disclosure to transacting parties (subject, to the extent 
the Bank reasonably can obtain such agreement, to such a transacting 
party's agreeing to keep the information confidential) of material 
information relating to that Bank, or (d) any Party in order to comply 
with legal or regulatory obligations. Notwithstanding the preceding 
sentence, the Parties shall make every effort, to the extent consistent 
with legal requirements, securities disclosure obligations and other 
business necessities, to preserve the confidentiality of information 
provided to the Committee by a Bank and designated as ``Proprietary and 
Confidential.'' Any expert or consultant retained in connection with 
this Restated MAA shall execute a written undertaking to preserve the 
confidentiality of any information received in connection with this 
Restated MAA. Notwithstanding the foregoing, nothing in this Restated 
MAA shall prevent Parties from disclosing information to FCA or the 
Insurance Corporation.
    Section 7.07. Amendments. This Restated MAA may be amended only by 
the written agreement of all the Parties.
    Section 7.08. Dispute Resolution. All disputes between or among 
Parties relating to this Restated MAA shall be submitted to final and 
binding arbitration pursuant to the U.S. Arbitration Act, 9 U.S.C. 
sections 1-15, provided, however, that any recommendation by the 
Committee regarding a Continued Access Request (including, if the 
recommendation is to grant the Request, recommendations as to the 
expiration date of the Continued Access Decision and as to any 
conditions to be imposed on the Decision), and any vote by a Bank on a 
Continued Access Request, shall be final and not subject to 
arbitration. Arbitrations shall be conducted under the Commercial 
Arbitration Rules of the American Arbitration Association before a 
single arbitrator. An arbitrator shall be selected within fourteen days 
of the initiation of arbitration by any Party, and the arbitrator shall 
render a decision within thirty days of his or her selection, or as 
otherwise agreed to by the parties thereto.
    Section 7.09. Governing Law. This Restated MAA shall be governed by 
and construed in accordance with the Federal laws of the United States 
of America, and, to the extent of the absence of Federal law, in 
accordance with the laws of the State of New York excluding any 
conflict of law provisions that would cause the law of any jurisdiction 
other than New York to be applied; provided, however, that in the event 
of any conflict between the U.S. Arbitration Act and applicable Federal 
or New York law, the U.S. Arbitration Act shall control.
    Section 7.10. Notices. Any notices required or permitted under this 
Restated MAA shall be in writing and shall be deemed given if delivered 
in person, by email, by fax or by a nationally recognized overnight 
courier, in each case addressed as follows, unless such address is 
changed by written notice hereunder:
To AgFirst Farm Credit Bank: AgFirst Farm Credit Bank, Farm Credit Bank 
Building, 1401 Hampton Street, Columbia, SC 29201, Attention: President 
and Chief Executive Officer, Fax: (803) 254-1776, Email: [OMITTED].
To AgriBank, FCB: AgriBank, FCB, 375 Jackson Street, St. Paul, MN 
55101, Attention: President and Chief Executive Officer, Fax: (651) 
282-8494, Email: [OMITTED].
To CoBank, ACB: CoBank, ACB, 5500 South Quebec Street, Greenwood 
Village, CO 80111, Attention: President and Chief Executive Officer, 
Fax: (303) 740-4002, Email: [OMITTED].
To the Farm Credit Bank of Texas: Farm Credit Bank of Texas, 4801 Plaza 
on the Lake Drive, Austin, TX 78746, Attention: President and Chief 
Executive Officer, Fax: (512) 465-0775, Email: [OMITTED].
To U.S. AgBank, FCB: U.S. AgBank, FCB, Farm Credit Bank Building, 245 
North Waco, Wichita, KS 67202, Attention: President and Chief Executive 
Officer, Fax: (316) 266-5126, Email: [OMITTED].
To Federal Farm Credit Banks Funding Corporation: Federal Farm Credit 
Banks Funding Corporation, 10 Exchange Place, Suite 1401, Jersey City, 
NJ 07302, Attention: President and Chief Executive Officer, Fax: (201) 
200-8109, Email: [OMITTED].
To the Farm Credit System Insurance Corporation: Farm Credit System 
Insurance Corporation, 1501 Farm Credit Drive, McLean, Virginia 22102, 
Attention: Chairman, Fax: (703) 790-9088, Email: [OMITTED].
To the Farm Credit Administration: Farm Credit Administration, 1501 
Farm Credit Drive, McLean, Virginia 22102-5090, Attention: Chairman,

[[Page 67449]]

Fax: (703) 734-5784, Email: [OMITTED].
To the CIPA Oversight Body: At such address, fax number and email 
address as shall be supplied to the Parties from time to time by the 
Chairman of the CIPA Oversight Body.
To the Committee: At such address, fax number and email address as 
shall be supplied by the Committee, which the Committee shall promptly 
transmit to each Party.

    Any notice sent by the courier shall be deemed given one Business 
Day after depositing with the overnight courier. Any notice given in 
person, by email, or by fax shall be deemed given instantaneously.
    Section 7.11. Headings; Conjunctive/Disjunctive; Singular/Plural. 
The headings of any article or section of this Restated MAA are for 
convenience only and shall not be used to interpret any provision of 
the Restated MAA. Uses of the conjunctive include the disjunctive, and 
vice versa, unless the context clearly requires otherwise. Uses of the 
singular include the plural, and vice versa, unless the context clearly 
requires otherwise.
    Section 7.12. Successors and Assigns. Except as provided in the 
definitions of ``Bank'' and ``Banks'' in Article IX, this Restated MAA 
shall inure to the benefit of and be binding upon the successors and 
assigns of the Parties, including entities resulting from the merger or 
consolidation of one or more Banks.
    Section 7.13. Counterparts. This Restated MAA, and any document 
provided for hereunder, may be executed in one or more counterparts. 
Transmission by facsimile or other form of electronic transmission of 
an executed counterpart of this Restated MAA shall be deemed to 
constitute due and sufficient delivery of such counterpart.
    Section 7.14. Waiver. Any provision of this Restated MAA may be 
waived, but only if such waiver is in writing and is signed by all 
Parties to this Restated MAA.
    Section 7.15. Entire Agreement. Except as provisions of CIPA are 
cited in this Restated MAA (which provisions are expressly incorporated 
herein by reference), this Restated MAA sets forth the entire agreement 
of the Parties and supersedes all prior understandings or agreements, 
oral or written, among the Parties with respect to the subject matter 
hereof.
    Section 7.16. Relation to CIPA. This Restated MAA and CIPA are 
separate agreements, and invalidation of one does not affect the other. 
Should CIPA be invalidated or terminated, the Parties will take the 
necessary steps to maintain those aspects of CIPA that are referred to 
in Sections 1.01, 1.02 and 1.03 of this Restated MAA, and to replace 
the CIPA Oversight Body for purposes of continued administration of 
this Restated MAA.
    Section 7.17. Third Parties. Except as provided in Sections 2.10, 
3.03, 7.03(g), 7.21 and 7.22, this Restated MAA is for the benefit of 
the Parties and their respective successors and assigns, and no rights 
are intended to be, or are, created hereunder for the benefit of any 
third party.
    Section 7.18. Time Is Of The Essence. Time is of the essence in 
interpreting and performing this Restated MAA.
    Section 7.19. Statutory Collateral Requirement. Nothing in this 
Restated MAA shall be construed to permit a Bank to participate in 
issues of Debt Securities or other obligations if it does not satisfy 
the collateral requirements of Section 4.3(c) of the Act. For purposes 
of this Section, ``Bank'' shall include any System bank in 
conservatorship or receivership.
    Section 7.20. Termination of System Status. Nothing in this 
Restated MAA shall be construed to preclude a Bank from terminating its 
status as a System institution pursuant to Section 7.10 of the Act, or 
from at that time withdrawing, as from that time forward, the funding 
resolution it has adopted pursuant to Section 4.4(b) of the Act. A Bank 
that terminates its System status shall cease to have any rights or 
obligations under this Restated MAA, except that it shall continue to 
be subject to Article VIII with respect to claims accruing through the 
date of such termination of System status.
    Section 7.21. Restrictions Concerning Subsequent Litigation. It is 
expressly agreed by the Banks that (a) Characterization or 
categorization of Banks, (b) information furnished to the Committee or 
other Banks, and (c) discussions or decisions of the Banks or Committee 
under this Restated MAA shall not be used in any subsequent litigation 
challenging FCA's or the Insurance Corporation's action or inaction.
    Section 7.22. Effect of this Agreement. Neither this Restated MAA 
nor FCA approval hereof shall in any way restrict or qualify the 
authority of FCA or the Insurance Corporation to exercise any of the 
powers, rights, or duties granted by law to FCA or the Insurance 
Corporation.
    Section 7.23. Relationship to the Joint and Several Liability 
Reallocation Agreement. This Restated MAA and the Joint and Several 
Liability Reallocation Agreement are separate agreements, and 
invalidation of one does not affect the other.

Article VIII--Indemnification

    Section 8.01. Definitions. As used in this Article VIII:
    (a) ``Indemnified Party'' means any Bank, the Funding Corporation, 
the Committee, the Scorekeeper, or any of the past, present or future 
directors, officers, stockholders, employees or agents of the 
foregoing.
    (b) ``Damages'' means any and all losses, costs, liabilities, 
damages and expenses, including, without limitation, court costs and 
reasonable fees and expenses of attorneys expended in investigation, 
settlement and defense (at the trial and appellate levels and 
otherwise), which are incurred by an Indemnified Party as a result of 
or in connection with a claim alleging liability to any non-Party for 
actions taken pursuant to or in connection with this Restated MAA. 
Except to the extent otherwise provided in this Article VIII, Damages 
shall be deemed to have been incurred by reason of a final settlement 
or the dismissal with prejudice of any such claim, or the issuance of a 
final nonappealable order by a court of competent jurisdiction which 
ultimately disposes of such a claim, whether favorably or unfavorably.
    Section 8.02. Indemnity. To the extent consistent with governing 
law, the Banks, jointly and severally, shall indemnify and hold 
harmless each Indemnified Party against and in respect of Damages, 
provided, however, that an Indemnified Party shall not be entitled to 
indemnification under this Article VIII in connection with conduct of 
such Indemnified Party constituting gross negligence, willful 
misconduct, intentional tort or criminal act, or in connection with 
civil money penalties imposed by FCA. In addition, the Banks, jointly 
and severally, shall indemnify an Indemnified Party for all costs and 
expenses (including, without limitation, fees and expenses of 
attorneys) incurred reasonably and in good faith by an Indemnified 
Party in connection with the successful enforcement of rights under any 
provision of this Article VIII.
    Section 8.03. Advancement of Expenses. The Banks, jointly and 
severally, shall advance to an Indemnified Party, as and when incurred 
by the Indemnified Party, all reasonable expenses, court costs and 
attorneys' fees incurred by such Indemnified Party in defending any 
proceeding involving a claim against such Indemnified Party based upon 
or alleging any matter that constitutes, or if sustained would 
constitute, a matter

[[Page 67450]]

in respect of which indemnification is provided for in Section 8.02, so 
long as the Indemnified Party provides the Banks with a written 
undertaking to repay all amounts so advanced if it is ultimately 
determined by a court in a final nonappealable order or by agreement of 
the Banks and the Indemnified Party that the Indemnified Party is not 
entitled to be indemnified under Section 8.02.
    Section 8.04. Assertion of Claim.
    (a) Promptly after the receipt by an Indemnified Party of notice of 
the assertion of any claim or the commencement of any action against 
him, her or it in respect of which indemnity may be sought against the 
Banks hereunder (an ``Assertion''), such Indemnified Party shall 
apprise the Banks, through a notice to each of them, of such Assertion. 
The failure to so notify the Banks shall not relieve the Banks of 
liability they may have to such Indemnified Party hereunder, except to 
the extent that failure to give such notice results in material 
prejudice to the Banks.
    (b) Any Bank receiving a notice under paragraph (a) Shall forward 
it to the Committee (which, if not in existence, shall be formed at the 
instance of such Bank to consider the matter). The Banks, through the 
Committee, shall be entitled to participate in, and to the extent the 
Banks, through the Committee, elect in writing on thirty days' notice, 
to assume, the defense of an Assertion, at their own expense, with 
counsel chosen by them and satisfactory to the Indemnified Party. 
Notwithstanding that the Banks, through the Committee, shall have 
elected by such written notice to assume the defense of any Assertion, 
such Indemnified Party shall have the right to participate in the 
investigation and defense thereof, with separate counsel chosen by such 
Indemnified Party, but in such event the fees and expenses of such 
separate counsel shall be paid by such Indemnified Party and shall not 
be subject to indemnification by the Banks unless (i) The Banks, 
through the Committee, shall have agreed to pay such fees and expenses, 
(ii) the Banks shall have failed to assume the defense of such 
Assertion and to employ counsel satisfactory to such Indemnified Party, 
or (iii) in the reasonable judgment of such Indemnified Party, based 
upon advice of his, her or its counsel, a conflict of interest may 
exist between the Banks and such Indemnified Party with respect to such 
Assertion, in which case, if such Indemnified Party notifies the Banks, 
through the Committee, that such Indemnified Party elects to employ 
separate counsel at the Banks' expense, the Banks shall not have the 
right to assume the defense of such Assertion on behalf of such 
Indemnified Party. Notwithstanding anything to the contrary in this 
Article VIII, neither the Banks, through the Committee, nor the 
Indemnified Party shall settle or compromise any action or consent to 
the entering of any judgment (x) without the prior written consent of 
the other, which consent shall not be unreasonably withheld, and (y) 
without obtaining, as an unconditional term of such settlement, 
compromise or consent, the delivery by the claimant or plaintiff to 
such Indemnified Party of a duly executed written release of such 
Indemnified Party from all liability in respect of such Assertion, 
which release shall be satisfactory in form and substance to counsel to 
such Indemnified Party. The Funding Corporation shall not be entitled 
to vote on actions by the Committee under this paragraph (b) or Section 
8.08.
    Section 8.05. Remedies; Survival. The indemnification, rights and 
remedies provided to an Indemnified Party under this Article VIII shall 
be (i) In addition to and not in substitution for any other rights and 
remedies to which any of the Indemnified Parties may be entitled, under 
any other agreement with any other Person, or otherwise at law or in 
equity, and (ii) provided prior to and without regard to any other 
indemnification available to any Indemnified Party. This Article VIII 
shall survive the termination of this Restated MAA.
    Section 8.06. No Rights in Third Parties. This Restated MAA shall 
not confer upon any Person other than the Indemnified Party any rights 
or remedies of any nature or kind whatsoever under or by reason of the 
indemnification provided for in this Article VIII.
    Section 8.07. Subrogation; Insurance. Upon the payment by the Banks 
to an Indemnified Party of any amounts for which an Indemnified Party 
shall be entitled to indemnification under this Article VIII, if the 
Indemnified Party shall also have the right to recover such amount 
under any commercial insurance, the Banks shall be subrogated to such 
rights to the extent of the indemnification actually paid. Where 
coverage under such commercial insurance may exist, the Indemnified 
Party shall promptly file and diligently pursue a claim under said 
insurance. Any amounts paid pursuant to such claim shall be refunded to 
the Banks to the extent the Banks have provided indemnification 
payments under this Article VIII, provided, however, that recovery 
under such insurance shall not be deemed a condition precedent to the 
indemnification obligations of the Banks under this Article VIII.
    Section 8.08. Sharing in Costs. The Banks shall share in the costs 
of any indemnification payment hereunder as the Committee shall 
determine.

Article IX--Definitions

    The following definitions are used in this Restated MAA:
    ``Act'' means the Farm Credit Act of 1971, 12 U.S.C. section 2001, 
et seq., as amended from time to time, or any successors thereto.
    The ``Additional Restrictions'' are that a Bank (a) Shall manage 
its asset/liability mix so as not to increase, and, to the extent 
possible, so as to reduce or eliminate, any Interest-Rate Sensitivity 
Deduction in its Net Composite Score, and (b) shall not increase the 
dollar amount of any liabilities, or take any action giving rise to a 
lien or pledge on its assets, senior to its liability on Debt 
Securities other than (i) Tax liabilities and secured liabilities 
arising in the ordinary course of business through activities other 
than borrowing, such as mechanic's liens or judgment liens, and (ii) 
secured liabilities, or an action giving rise to such a lien or pledge, 
incurred in the ordinary course of business as the result of issuing 
secured debt or entering into repurchase agreements, provided, however, 
that such debt issuances and agreements may be undertaken to the extent 
that the proceeds therefrom are used to repay the principal of 
outstanding Debt Securities and the value of the collateral securing 
the debt issuances or the agreements (computed in the same manner as 
provided under Section 4.3(c) of the Act) does not exceed the amount of 
principal so repaid.
    ``Associations'' means agricultural credit associations, federal 
land bank associations, federal land credit associations and production 
credit associations.
    ``Average Net Composite Score'' is defined in Section 1.03.
    ``Bank'' means a bank (including its consolidated subsidiaries) of 
the Farm Credit System, other than (except where noted) any bank in 
conservatorship or receivership (and its consolidated subsidiaries).
    ``Banks'' means the banks (including their consolidated 
subsidiaries) of the Farm Credit System, other than (except where 
noted) any banks in conservatorship or receivership (and their 
consolidated subsidiaries).
    ``Business Day'' means any day other than a Saturday, Sunday or 
Federal holiday.

[[Page 67451]]

    ``Business Plan'' means the business plan required under 12 CFR 
618.8440, as amended from time to time, or any successors thereto.
    ``Category'' means Category I, Category II, or Category III, as the 
circumstances require.
    ``Category I'' is defined in Section 1.05.
    ``Category II'' is defined in Section 1.06.
    ``Category II Interim Restrictions'' means the requirements set 
forth in Section 4.02.
    ``Category III'' is defined in Section 1.07.
    ``Category III Interim Restrictions'' means the requirements set 
forth in Section 5.02.
    ``CIPA'' means that certain Amended and Restated Contractual 
Interbank Performance Agreement among the Banks of the Farm Credit 
System and the Federal Farm Credit Banks Funding Corporation, the 
Scorekeeper, dated as of June 30, 2011, as amended from time to time, 
or any successor thereto.
    ``CIPA Oversight Body'' is defined in Section 1.02.
    ``Collateral'' is defined as in Section 4.3(c) of the Act and the 
regulations thereunder, as amended from time to time, or any successors 
thereto.
    The ``Committee'' is defined in Section 2.01.
    ``Continued Access Decision(s)'' means a decision, subject to the 
procedures, terms and conditions described in Article VI, that Final 
Restrictions or a Final Prohibition not go into effect, or be lifted.
    ``Continued Access Request'' means a request for a Continued Access 
Decision.
    ``Days'' means calendar days, unless the term Business Days is 
used.
    ``Debt Securities'' means Systemwide and consolidated obligations 
issued through the Funding Corporation, within the meaning of Sections 
4.2(c), 4.2(d) and 4.9 of the Act.
    ``Disclosure Program'' means the program established, pursuant to 
resolutions of the Banks and the Funding Corporation adopted in 1987 
and last substantively revised in 1994, for disclosure at the 
Systemwide level of financial and other information in connection with 
the issuance of Debt Securities, as amended from time to time, or any 
successor thereto.
    ``FCA'' means the Farm Credit Administration.
    ``Final Prohibition'' means the requirements set forth in Section 
5.01.
    ``Final Restrictions'' means the requirements set forth in Section 
4.01.
    ``First Restated MAA'' means that certain Amended and Restated 
Market Access Agreement, dated July 1, 2003, among the Banks and the 
Funding Corporation.
    ``Funding Corporation'' means the Federal Farm Credit Banks Funding 
Corporation.
    ``Going Concern Qualification'' means a qualification expressed 
pursuant to Statement of Auditing Standards No. 59, ``The Auditor's 
Consideration of an Entity's Ability to Continue As a Going Concern.''
    ``Insurance Corporation'' means the Farm Credit System Insurance 
Corporation.
    ``Insurance Fund'' means the Farm Credit Insurance Fund maintained 
by the Insurance Corporation pursuant to Section 5.60 of the Act.
    ``Interest-Rate Sensitivity Deduction'' is defined as in Article II 
of CIPA, and the Model referred to therein, as amended from time to 
time, or any successor thereto.
    ``Joint and Several Liability Reallocation Agreement'' means that 
certain Joint and Several Liability Reallocation Agreement among the 
Banks and the Funding Corporation.
    ``Liquidity Deficiency Deduction'' is defined as in Article II of 
CIPA, and the Model referred to therein, as amended from time to time, 
or any successor thereto.
    ``Model'' means the term Model as it is defined in the CIPA.
    ``Net Collateral'' means a Bank's collateral as defined in 12 CFR 
615.5050, as amended from time to time, or any successors thereto 
(except that eligible investments as described in 12 CFR 615.5140, as 
amended from time to time, or any successors thereto, are to be valued 
at their amortized cost), less an amount equal to that portion of the 
allocated investments of affiliated Associations that is not counted as 
permanent capital by the Bank.
    ``Net Collateral Ratio'' means a Bank's Net Collateral divided by 
Bank-only total liabilities (i.e., the total liabilities used to 
compute the net collateral ratio defined in 12 CFR 615.5301(d), as 
amended from time to time or any successors thereto).
    ``Net Composite Score'' is defined in Section 1.03.
    ``100% Vote'' means an affirmative vote, through each voting Bank's 
board of directors or its designee, of all Banks that are entitled to 
vote on a matter.
    ``Original Agreement'' means that certain Market Access Agreement, 
dated September 1, 1994 and effective as of November 23, 1994, among 
the Banks and the Funding Corporation.
    ``Parties'' mean the parties to this Restated MAA. A bank in 
conservatorship or receivership is not a party to this Restated MAA.
    ``Permanent Capital'' is defined as in Section 4.3A(a)(1) of the 
Act and the regulations thereunder, as amended from time to time, or 
any successors thereto.
    ``Permanent Capital Ratio'' means a Bank's Permanent Capital as a 
percentage of its Risk-Adjusted Asset Base.
    ``Person'' means any human being, partnership, association, joint 
venture, corporation, legal representative or trust, or any other 
entity.
    ``Ratio(s)'' means either the Net Collateral Ratio, or Permanent 
Capital Ratio, as the circumstances require.
    ``Risk-Adjusted Asset Base'' is defined as in 12 CFR 615.5210(e), 
as amended from time to time, or any successor thereto.
    ``Scorekeeper'' is defined in Section 1.01.
    ``System'' means the Farm Credit System.
    ``System Disclosure Agent'' means the Funding Corporation or such 
other disclosure agent as all Banks shall unanimously agree upon, to 
the extent permitted by law or regulation. For purposes of this 
definition, ``Banks'' shall include any System bank in conservatorship 
or receivership.

    Date: October 27, 2011.
Mary Alice Donner,
Acting Secretary, Farm Credit Administration Board.
[FR Doc. 2011-28250 Filed 10-31-11; 8:45 am]
BILLING CODE 6705-01-P