EXECUTION
XXXXXX MAC MORTGAGE SECURITIES CORPORATION
Guaranteed Agricultural Mortgage-Backed Securities
Series 10/30/96
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 October 29, 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 10/30/96 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 10/30/96 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 Pass- Purchase
Principal Through Price
Class Amount Rate Percentage
Pool AA1002 $2,250,000 (0) 000.000000%
Pool AS1003 4,630,860 (1) 101.156250
Xxxx XX0000 2,495,000 (1) 100.609375
Pool CS1001 3,325,000 (1) 100.296875
(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 AA1002, Class AS1003, Class CA1001 and
Class CS1001 Certificates will be approximately 7.891%,
7.722%, 7.589% and 7.186%, 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, October 30, 1996 (the
"Closing Date").
In the event that proceeds to the Underwriter from its
distribution of the Class CA1001 Certificates and/or the Class
CS1001 Certificates exceed the applicable Class Purchase Price
Percentage shown above, the Purchase Price for the applicable
Class of Certificates shall be increased according to the
following formula:
The Purchase Price will equal (a) the applicable Class
Purchase Price Percentage set forth in Section 2(a) above, plus
(b) the difference between (i) the actual price of the applicable
Class of Certificates calculated at the spread to the then
current five-year U.S. Treasury security and (ii) the price of
such Class of Certificates calculated at a spread of 60 basis
points over such Treasury security, less (c) an underwriting
spread of 0.25%. In the event the Purchase Price so calculated
is less than the applicable Purchase Price Percentage set forth
in Section 2(a), no additional proceeds will be paid by the
Underwriter to the Company with respect to the relevant Class of
Certificates.
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
