NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/
8-K, 1994-09-16
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                      
                                   FORM 8-K
                                      
                                      
                                CURRENT REPORT
                                      
                                      
                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934
                                      
                                      
               Date of Report (Date of earliest event reported)
                              September 16, 1994
                                      
                                      
                                      
           NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
            (Exact name of registrant as specified in its charter)


District of Columbia              1-7102                    52-0891669
- - --------------------              ------                    ----------
  (state or other juris-       (Commission            (I.R.S. Employer
diction of incorporation)      File Number)       (Identification No.)


   Woodland Park, 2201 Cooperative Way, Herndon, VA     22071-3025
   ------------------------------------------------     ----------
     (Address of principal executive offices)           (Zip Code)


      Registrant's telephone number, including area code: (703)709-6717
                                                          -------------

         ------------------------------------------------------------
        (Former name or former address, if changed since last report)

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Item 7.     Financial Statements, Pro Forma Financial
            Information and Exhibits.

    (c)     Exhibits

            The following exhibit is filed herewith:

      4     First Supplemental Indenture dated as of
            September 16, 1994 supplement to Indenture dated as of
            February 15, 1994.





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                                   SIGNATURES


                 Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                           NATIONAL RURAL UTILITIES COOPERATIVE
                                              FINANCE CORPORATION



                                             /s/ STEVEN L. LILLY         
                                           ------------------------------
                                           Steven L. Lilly
                                           Senior Vice President and
                                             Chief Financial Officer
                                             (Principal Financial Officer)


Dated:  September 16, 1994






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                                                                 EXHIBIT 4

 ----------------------------------------------------------------------------


                           NATIONAL RURAL UTILITIES
                       COOPERATIVE FINANCE CORPORATION
                                      
                                      TO
                                      
                       FIRST BANK NATIONAL ASSOCIATION,
                                           TRUSTEE.
                                      
                                      
                                      
                                      
                               ---------------
                                      
                                      
                                      
                         FIRST SUPPLEMENTAL INDENTURE
                                      
                        DATED AS OF SEPTEMBER 16, 1994
                                      
                                      
                                      
                               ---------------
                                      
                                      
                                      
                               SUPPLEMENTAL TO
                   INDENTURE DATED AS OF FEBRUARY 15, 1994

 ----------------------------------------------------------------------------
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                 FIRST SUPPLEMENTAL INDENTURE, dated as of September 16, 1994,
between National Rural Utilities Cooperative Finance Corporation, a District of
Columbia cooperative association (hereinafter called the "Company"), having its
principal executive office and mailing address at 2201 Cooperative Way,
Herndon, VA 22071, and First Bank National Association, as Trustee, a national
banking association (hereinafter called the "Trustee"), having its corporate
trust office at 180 East Fifth Street, Saint Paul, MN 55101.

                 WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture dated as of February 15, 1994 (hereinafter called the
"Indenture"); and

                 WHEREAS, it is provided in the Indenture, among other things,
that without the consent of the Holders of any Bonds, the Company and the
Trustee may enter into indentures supplemental thereto in certain
circumstances; and

                 WHEREAS, the Company desires to amend and restate the
definition of "Coverage Ratio" contained in Section 1.01 thereof; and

                 WHEREAS, all acts necessary to constitute the Indenture, as
hereby modified, a valid instrument, have been done:

                 NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH,
that, in order to amend and restate the definition of "Coverage Ratio"
contained in Section 1.01 of the Indenture, and for and in consideration of the
premises and of the covenants contained in the Indenture, and of the sum of $1
to the Company paid by the Trustee at or before the delivery hereof, the
receipt whereof is hereby acknowledged, the Company has executed and delivered
this First Supplemental Indenture.


                                  ARTICLE ONE

                 The definition of "Coverage Ratio" contained in Section 1.01
of the Indenture shall be amended and restated as follows:

                 "Coverage Ratio" of any Member for any calendar year of such
         Member means the ratio determined by adding such Member's Patronage
         Capital and Operating Margins, Non-Operating Margins -- Interest,
         Interest Expense with respect to Long- Term Debt and Depreciation and
         Amortization Expense for such year, and dividing the sum so obtained
         by the sum of all payments of principal and interest required to be
         made during such year on account of such Member's Long-Term Debt (but
         in the event any portion of such Member's Long-Term Debt is refinanced
         during such year the payments of principal and interest required to be
         made during such year in respect thereof shall be based (in lieu of
         actual payments thereon) upon the larger of (x) an annualization of





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                                       2


         such payments required to be made with respect to the refinancing debt
         during the portion of such year such refinancing debt is outstanding
         and (y) the payments of principal and interest required to be made
         during the following year on account of such refinancing debt);
         Patronage Capital and Operating Margins, Interest Expense with respect
         to Long-Term Debt, Depreciation and Amortization Expense,
         Non-Operating Margins -- Interest and Long-Term Debt being determined
         in accordance with the Uniform System of Accounts prescribed at the
         time by REA or, if such Member is not required to maintain its
         accounts in accordance with said Uniform System of Accounts, otherwise
         determined in accordance with generally accepted accounting
         principles, except that (i) in computing Interest Expense with respect
         to Long-Term Debt, and payments of interest required to be made on
         account of Long-Term Debt, for the purpose of the foregoing
         definition, there shall be added, to the extent not otherwise
         included, an amount equal to 33-1/3% of the excess of the Restricted
         Rentals paid by such Member for such year over 2% of such Member's
         Equities and Margins for such year as defined in the Uniform System of
         Accounts prescribed by REA or, if such Member is not required to
         maintain its accounts in accordance with said Uniform System of
         Accounts, otherwise determined in accordance with generally accepted
         accounting principles, and (ii) in computing such Member's Patronage
         Capital and Operating Margins for the purpose of the foregoing
         definition, all cash received in respect of generation and
         transmission and other capital credits (whether or not included in
         such Member's Patronage Capital and Operating Margins) shall be
         included and all other amounts in respect of capital credits shall be
         excluded.


                                  ARTICLE TWO

                               SUNDRY PROVISIONS

                 All terms used herein which are defined in the Indenture are
used herein as so defined.

                 The Indenture is in all respects ratified and confirmed and
this First Supplemental Indenture and all its provisions shall be deemed a part
thereof in the manner and to the extent herein provided.

                 The recitals herein contained are made by the Company and not
by the Trustee.

                 This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an





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original, but all such counterparts shall together constitute but one and the
same instrument.

                 IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.

                                       NATIONAL RURAL UTILITIES
                                         COOPERATIVE FINANCE
                                         CORPORATION
                                       
[SEAL]                                 
                                       By /s/ Steve Lilly         
                                         -------------------------
                                           Chief Financial Officer
                                       
                                       
Attest:                                
                                       
                                       
/s/ John Jay List                      
- - -----------------------------          
Assistant Secretary-Treasurer          
                                       
                                       
                                       FIRST BANK NATIONAL ASSOCIATION,
                                         As Trustee
                                       
[SEAL]                                 
                                       By /s/ Terry L. McRoberts    
                                         ---------------------------
                                             Executive Vice President
                                       
                                       
Attest:                                
                                       
                                       
/s/ Mark D. Hartzell                   
- - ----------------------                 
Assistant Secretary                    
                                       
                                       
                                       
                                       
                                       


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