EXHIBIT 1.1.3
EXECUTION
XXXXXX MAC MORTGAGE SECURITIES CORPORATION
Guaranteed Agricultural Mortgage-Backed Securities
Series 1/29/97
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 January 24, 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 1/29/97
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 1/29/97 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 Purchase
Class Original Principal Pass-Through Price Percentage
Amount Rate (net of Underwriting
fees)
Pool AA1005 $3,467,000 (1) 102.046875 %
Pool AS1006 6,352,400 (1) 101.750000
Xxxx XX0000 2,618,000 (1) (2)
Pool CS1004 5,300,400 (1) 100.687500
(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 on the Pool AA1005, Pool AS1006, Pool
CA1004 and Pool CS1004 Certificates will be approximately 7.807%,
7.488%, 7.429% and 7.123%, respectively, per annum.
(2) The Purchase Price for Pool CA1004 shall be (a) $1,460,896.25 plus
accrued interest on an original principal amount of $1,448,000 at
7.335% per annum from and including the Cut-off Date up to, but not
including, the Closing Date as defined in Section 3 and (b) the
Certificates evidencing the entire beneficial ownership interest in
Xxxx XX0000, having a current principal balance of $1,170,000.
(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, January 29, 1997 (the
"Closing Date"); except that the Purchase Price for Pool CA1004 shall be as
set forth in footnote (2) above.
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/Xxxxxxxxxxx X. Xxxx
Name: Xxxxxxxxxxx X. Xxxx
Title: Vice President
XXXXXX MAC MORTGAGE SECURITIES CORPORATION
By: /s/XXxxxxxxxxx X. Xxxx
Name: Xxxxxxxxxxx X. Xxxx
Title: Vice President
