EXHIBIT 1.1.2
EXECUTION
XXXXXX MAC MORTGAGE SECURITIES CORPORATION
Guaranteed Agricultural Mortgage-Backed Securities
Series 11/26/96
Guaranteed by the Federal Agricultural Mortgage Corporation
TERMS AGREEMENT
(to Underwriting Agreement,
dated June 26, 1996,
among the Company, Xxxxxx Mac and the Underwriter)
Xxxxxx Mac Mortgage Securities Corporation November 21, 1996
000 00xx Xxxxxx, X.X.
Xxxxxxxxxx X.X. 00000
Federal Agricultural Mortgage Corporation
000 00xx Xxxxxx, X.X.
Xxxxxxxxxx X.X. 00000
Bear, Xxxxxxx & Co. Inc. (the "Underwriter") agrees, subject to the
terms and provisions herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase the Classes of Series 11/26/96
Certificates specified in Section 1(a) hereof (the "Offered Certificates"). This
Terms Agreement supplements and modifies the Underwriting Agreement solely as it
relates to the purchase and sale of the Offered Certificates described below.
The Series 11/26/96 Certificates are registered with the Securities and Exchange
Commission by means of an effective Registration Statement (No. 333-6325).
Capitalized terms used and not defined herein have the meanings given them in
the Underwriting Agreement or Trust Agreement, as applicable.
Section 1. The Qualified Loan Pools: The Qualified Loan Pools
shall have the characteristics described in the Prospectus Supplement.
Section 2. The Certificates: The Offered Certificates shall be
issued as follows:
(a) Classes: The Offered Certificates shall be issued with the
following Class designations, interest rates and principal balances,
subject in the aggregate to the variance referred to in the Prospectus
Supplement:
Class Original Principal Pass-Through Class Purchase
Amount Rate Price Percentage
Pool AA1003 $3,881,700 (1) 101.078125%
Pool AS1004 6,002,400 (1) 100.703125
Xxxx XX0000 1,170,000 (1) 100.515625
Pool CS1002 4,882,300 (1) 100.375000
(1) On each applicable Distribution Date, the Pass-Through Rate for each Class
of Certificates will be a rate per annum equal to the weighted average of
the Net Mortgage rates for the Qualified Loans in the related Pool. It is
exepected that the Pass-Through Rates for the initial Interest Accrual
Periods on the Class AA1003, Class AS1004, Class CA1002 and Class CS1002
Certificates will be approximately 8.016%, 7.857%, 7.547% and 7.229%,
respectively, per annum.
(b) The Offered Certificates shall have such other characteristics
as described in the related Final Prospectus.
Section 3. Purchase Price: The Purchase Price for each Class of the
Offered Certificates shall be the Class Purchase Price Percentage therefor (as
set forth in Section 2(a) above) plus accrued interest at the applicable initial
Pass-Through Rate per annum of each such Class from and including the Cut-off
Date up to, but not including, November 26, 1996 (the "Closing Date").
Section 4. Tax Treatment: No election will be made to treat
the assets of the Trust Fund as a REMIC.
* * * * *
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Underwriter, Xxxxxx Mac and the Company.
Very truly yours,
BEAR, XXXXXXX & CO. INC.
By:/s/ Xxxxxxx Xxxxx
Name:Xxxxxxx Xxxxx
Title: Senior Managing Director
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
By:/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President and CEO
XXXXXX MAC MORTGAGE SECURITIES CORPORATION
By:/s/ Xxxxxxxxxxx X. Xxxx
Name: Xxxxxxxxxxx X. Xxxx
Title: Vice President
