EXHIBIT 1.1.1
Terms Agreement
EXECUTION
EXECUTION
XXXXXX MAC MORTGAGE SECURITIES CORPORATION
Guaranteed Agricultural Mortgage-Backed Securities
Series 5/28/97
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 May 23, 1997
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 5/28/97
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 5/28/97 Certificates are registered with the Securities and Exchange
Commission by means of an effective Registration Statement (No. 333-26073).
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 Purchase
Class Original Principal Pass-Through Price Percentage
Amount Rate (net of Underwriting fees)
Pool AA1009 $ 9,281,500 (1) 101.140625%
Pool AS1010 12,274,355 (1) 100.578125
Pool CS1008 11,578,200 (1) 100.421875
(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
expected that the Pass-Through Rates for the initial Interest Accrual
Periods for each Class of Certificates will be as follows: Pool AA1009,
7.928%; AS1010, 7.772%; and Pool CS1008, 7.461%, 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, May 28, 1997 (the "Closing Date").
In the event that proceeds to the Underwriter from its distribution of any
Class of 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:
(a) With respect to Pool AA1009, 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 interpolated Treasury security yield having a remaining term to
maturity of 11.93 years and (ii) the price of such Class of Certificates
calculated at a spread of 0.75% over such interpolated Treasury security
yield, less (c) an underwriting spread of 0.375%;
(b) With respect to Pool AS1010, 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 interpolated Treasury security yield having a remaining term to
maturity of 11.20 years and (ii) the price of such Class of Certificates
calculated at a spread of 0.75% over such interpolated Treasury security
yield, less (c) an underwriting spread of 0.375%; and
(b) With respect to Pool CS1008, 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 interpolated Treasury security yield having a remaining term to
maturity of 4.83 years and (ii) the price of such Class of Certificates
calculated at a spread of 0.55% over such interpolated Treasury security
yield, less (c) an underwriting spread of 0.250%;
Section 4. Tax Treatment: No election will be made to treat
the Trust Fund, or any portion thereof, 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:
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
XXXXXX MAC MORTGAGE SECURITIES CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxx
Name: Xxxxxxxxxxx X. Xxxx
Title: Vice President
