Federal Home Loan Mortgage Corporation (Freddie Mac)

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Yale University EliScholar – A Digital Platform for Scholarly Publishing at Yale YPFS Documents Browse by Media Type 5-6-2009 AMENDMENT TO AMENDED AND RESTATED SENIOR PREFERRED STOCK PURCHASE AGREEMENT Federal Home Loan Mortgage Corporation (Freddie Mac) Follow this and additional works at: https://elischolar.library.yale.edu/ypfs-documents Recommended Citation Federal Home Loan Mortgage Corporation (Freddie Mac), "AMENDMENT TO AMENDED AND RESTATED SENIOR PREFERRED STOCK PURCHASE AGREEMENT" (2009). YPFS Documents. 3838. https://elischolar.library.yale.edu/ypfs-documents/3838 This Document is brought to you for free and open access by the Browse by Media Type at EliScholar – A Digital Platform for Scholarly Publishing at Yale. It has been accepted for inclusion in YPFS Documents by an authorized administrator of EliScholar – A Digital Platform for Scholarly Publishing at Yale. For more information, please contact elischolar@yale.edu. 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 ("Purehasq"), and FEDERAL HOME LOAN MORTGAGE CORPORATION("~'). acting through the Federal Housing Finance Agency (the "~") as its duly appointed conservator (the Agency in such capacity, "Conservator"). Background 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 Amement"). 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 maximwn aggregate amount permitted to be provided to Seller under the Amended and Restated Agreement, and for the purpose ofamending the tenns ofthe Amended and Restated Agreement in certain other respects. D. Purchaser and Seller arc each authorized to enter into this Amendment to the Amended and Restated Agreement (''this Amendmenr') increasing to $200,000,000,000 the maximum aggregate amount pennitted to be provided to Seller under the Amended and Restated Agreement, and amending the tenns of the Amended and Restated Agreement in certain other respects. THEREFORE, for and in consideration ofthe mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, Purchaser and Seller agree as follows: Terms and Conditions 1. Definitions. Capitalized terms used and not defined in this Amendment shall have the respective meanings given such terms in the Amended and Restated Agreement. - I ­2. 	 Amendment to Section 1 (Relating to Definition of New Defined Term .. Esesutiye omcer"). Section I ofthe Amended and Restated Agreement is hereby amended to insert the following new defined term and corresponding definition after the definition of the tenn "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 ..lndebtedam"). The definition of"lndebtedncss" in Section 1 of the Amended and Restated Agreement is hereby amended to read as follows: "Indebtedness" ofany 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 ofsuch Person issued or assumed as the deferred purchase price ofproperty or services, other than trade accounts payable, ( e) all Capital Lease Obligations ofsuch Person, (f) obligations, whether contingent or liquidated, in respect of letters ofcredit (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 ofthe types set forth in clauses (a) through (f) payable by another Person other than Mortgage Guarantee Obligations (and, for the avoidance ofdoubt, without giving effect to any change that may be made hereafter in respect of Statement of Financial Accounting Standards No. 140 or any similar accounting standard). 4. 	 Amendment to Section 1 <Relating to Definition of "Maximwg Amount"). The definition of"Maximum Amount" in Section 1 of the Amended and Restated Agreement is hereby amended to read as follows: "Maximum Amount" means, as of any date of determination, $200,000,000,000 (two hundred billion dollars), less the aggregate amount of funding under the Comminnent prior to such date. S. 	 Amendment to Section 2.1 <Relating to the Commitment). Section 2.1 of the Amended and Restated Agreement is hereby amended to read as follows: 2.1 Commitment. Purchaser hereby commits to provide to Seller, on the terms and conditions set forth herein, immediately available funds in an amount up to but not in excess ofthe Available Amount, as detennined from time to time (the "Commitment"); provided, that in no event shall the aggregate amowit funded under the Commitment exceed S200,000,000,000 (two hundred billion - 2 ­dollars). The liquidation preference ofSenior Preferred Stock shall increase in connection with draws on the Commitment, as set forth in Section 3.3 below. 6. Amepdment to Section l.5 lRelatiDK to Termination of Purchuer's Obli&ationsl. Section 2.S of the Amended and Restated Agreement is hereby amended to read as follows: 2.S Termination ofPurchaser's Obligations. Subject to earlier termination pursuant to Section 6.7, all of Purchaser's obligations under and in respect of the Commitment shall tenninatc upon the earliest of: (a) ifthe Liquidation End Date shall have occurred, (i) the payment in full ofPurchaser's obligations with respect to any valid request for funds pursuant to Section 2.4 or (ii) if there is no Deficiency Amount on the Liquidation End Date or if no such request pursuant to Section 2.4 has been made, the close ofbusiness on the 1Sth Business Day following the determination of the Deficiency Amount, ifany, as of the Liquidation End Date; (b) the payment in full of, defeasance ofor other reasonable provision for all liabilities of Seller, whether or not contingent, including payment of any amounts that may become payable on, or expiry ofor other provision for, all Mortgage Guarantee Obligations and provision for unmaturcd debts; and ( c) the funding by Purchaser under the Commitment ofan aggregate ofS200,000,000,000 (two hundred billion dollars). For avoidance of doubt, the Commitment shall nol be terminable by Purchaser solely by reason of (i) the conservatorship, receivership or other insolvency proceeding ofSeller or (ii) the Seller's financial condition or any adverse change in Seller's financial condition. 7. Amendment to Section S.S <Relating to Indebtedness). Section S.S of the Amended and Restated Agreement is hereby amended to read as follows: · 5.5. Indebtedness. Seller shall not, and shall not pennit any of its subsidiaries to, in each case without the prior written consent of Purchaser, incur, assume or otherwise become liable for (a) any Indebtedness if, after giving effect to the incurrcnce thereof, the aggregate Indebtedness of Seller and its subsidiaries on a consolidated basis would exceed (i) through and including December 30, 2010, 120.00/o of the amount of Mortgage Assets Seller is pennitted by Section S.7 to own on December 31, 2009; and (ii) beginning on December31, 2010, and through and including December 30, 2011, and each year thereafter, 120.00/a of the amount of Mortgage Assets Seller is pennitted by Section S.1 to own on December 31 of the immediately preceding calendar year, or(b) any Indebtedness ifsuch Indebtedness is subordinated by its tenns to any other Indebtedness of Seller or the applicable subsidiary. For purposes ofthis covenant the acquisition ofa subsidiary with Indebtedness will be deemed to be the incurrcnce ofsuch Indebtedness at the time of such acquisition. - 3 ­8. Amendment to Section 5.7 <Relating to Owned Mortgage Aneta). Section 5.7 of the Amended and Restated Agreement is hereby amended to read as follows: 5.7. Mortgage Assets. Seller shall not own, as ofany applicable date, Mortgage Assets in excess of (i) on December 31, 2009, $900 billion, or (ii) on December 31 ofeach year thereafter, 90.0% ofthe aggregate amount of Mortgage Assets of Seller as of December 31 ofthe immediately preceding calendar year; provided, that in no event shall Seller be required under this Section 5.7 to own less than $250 billion in Mortgage Assets. 9. Amendment to Section 5.10 <Relating to Executive Compensation>. Section 5.10 of the Amended and Restated Agreement is hereby amended to read as follows: 5.10. Executive Compensation. Seller shall not, without the consent of the Director, in consultation with the Secretary ofthe Treasury, enter into any new compensation arrangements with, or increase amounts or benefits payable under existing compensation amngements of, any Named Executive Officer or other Executive Officer of Seller. 10. Amended and Restated Amement to Continue. as Amended. Except as expressly modified by this Amendment, the Amended and Restated Agreement shall continue in full force and effect. 11. Effective Date. This Amendment shall not become effective until it has been executed by both of Purchaser and Seller. When this Amendment has been so executed, it shall become effective as ofthe date first above written. - 4 ­FEDERAL HOME LOAN MORTGAGE CORPORATION, by Federal Housing Finance Agency,its Conservator UNITED STATES DEPARTMENT OF THE TREASURY -S­

AMENDMENT TO AMENDED AND RESTATED SENIOR PREFERRED STOCK PURCHASE AGREEMENT

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AMENDMENT TO AMENDED AND RESTATED SENIOR PREFERRED STOCK PURCHASE AGREEMENT

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