Subject to Completion, Amendment or Other Change, Dated October 13, 2010
THIS PRELIMINARY OFFERING MEMORANDUM IS NOT TO BE SHOWN OR GIVEN TO ANY PERSONOTHER THAN ITS INTENDED RECIPIENT AND IS NOT TO BE COPIED OR OTHERWISE REPRODUCEDIN ANY MANNER WHATSOEVER.
NCUA GUARANTEED NOTES
NCUA GUARANTEED NOTES TRUST 2010-R1
(Approximate) (subject to a permitted variance of plus or minus 5%)
NCUA GUARANTEED NOTES SERIES 2010-R1
PRELIMINARY OFFERING MEMORANDUM
CONFIDENTIALThis preliminary offering memorandum (“
”) is designed to be delivered by the National Credit UnionAdministrationBoard in its capacity as liquidating agentofU.S. Central Federal Credit Union(the “
”) and Barclays CapitalInc.,J.P. Morgan Securities LLCand Wells Fargo Securities, LLC (collectively, the “
”) to permitted offereessolely via e-mail as a non-editable PDF file. This Memorandum and the information contained herein is confidential and may not beforwarded, transmitted, copied or otherwise reproduced by any recipient hereof in any manner whatsoever.If this Memorandum was received by any means other than via e-mail or other electronic transmission from a sender authorized by the Initial Purchasers, there is a presumption that this Memorandum has been improperly reproduced and circulated,in which case the Seller and the Initial Purchasers disclaim any responsibility for its contents and use. No person has been authorized to give any information or to make any representations other than those contained in thisMemorandum and, if given or made, such information or representations must not be relied upon. The delivery of thisMemorandum at any time does not imply that the information herein is correct as of any time subsequent to its date.This Memorandum has been prepared by the Seller for the use of the Initial Purchasers solely in connection with theoffering of the Senior I-A Notes and Senior II-A Notes (together, the “
”) listed in the table captioned “TheSecurities” under the heading “Offered Notes.” Neither the Seller nor any Initial Purchaser has authorized or assumed any liabilityfor any use of this Memorandum in connection with any other offer or sale of the Offered Notes by any other person.
INVESTORS INTERESTED IN PURCHASING ANY CLASS OF OFFERED NOTES DESCRIBED HEREINSHOULD REVIEW THE UNDERLYING OFFERING DOCUMENTS, UNDERLYING AGREEMENTS ANDUNDERLYING DISTRIBUTION REPORTS IN CONJUNCTION WITH THIS MEMORANDUM (CERTAIN OFWHICH DOCUMENTS MAY BE FOUND AT WWW.STRUCTUREDFN.COM).
The Offered Notes described herein are “exempted securities” under Section 3(a)(2) of the Securities Act of 1933, asamended (the “
”),and are “exempted securities” under Section 3(a)(12)(A)(i) of the Securities ExchangeAct of 1934, as amended (the “
”). See “Plan of Distribution” in this Memorandum.
The National Credit Union Administration in its capacity as an Agency of the Executive Branch of the United Stateswill fully and unconditionally guarantee the timely payment of all amounts of principal and interest due and payable on theOffered Notes pursuant to a guaranty agreement dated as of October , 2010, by and among the Guarantor, the Issuerand the Indenture Trustee(the “Guaranty”). The Guaranty is backed by the full faith and credit of the United States.
It is anticipated that the purchase by the Initial Purchasers of the Offered Notes will take place on October , 2010 (the“
”). It is expected that delivery of the Offered Notes will be made in book-entry form through the facilities of TheDepository Trust Company.(Lead Manager and Bookrunner)
Wells Fargo Securities
CastleOak Securities, L.P. CU Investment Solutions, Inc. Loop Capital Markets LLC The Williams Capital Group, L.P.
(Selling Group Members)
The date of this Memorandum is October [_], 2010
T h i s P r e l i m i n a r y O f f e r i n g M e m o r a n d u m a n d t h e i n f o r m a t i o n c o n t a i n e d h e r e i n a r e s u b j e c t t o c o m p l e t i o n , a m e n d m e n t o r o t h e r c h a n g e w i t h o u t n o t i c e . U n d e r n o c i r c u m s t a n c e s s h a l l t h i s P r e l i m i n a r y O f f e r i n g M e m o r a n d u m c o n s t i t u t e a n o f f e r t o s e l l o r t h e s o l i c i t a t i o n o f a n o f f e r t o b u y , n o r w i l l t h e r e b e a n y s a l e o f t h e O f f e r e d N o t e s i n a n y j u r i s d i c t i o n i n w h i c h s u c h o f f e r , s o l i c i t a t i o n o r s a l e w o u l d b e u n l a w f u l p r i o r t o r e g i s t r a t i o n o r q u a l i f i c a t i o n u n d e r t h e s e c u r i t i e s l a w s o f s u c h j u r i s d i c t i o n .