EXHIBIT 4.3.21
EXECUTION COPY
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
ISSUE SUPPLEMENT
Dated as of May 1, 2004
TO TRUST AGREEMENT
FOR GRANTOR TRUSTS
Dated as of June 1, 1996
for
GUARANTEED AGRICULTURAL MORTGAGE-BACKED SECURITIES
Series Designation Issue Date
------------------ ----------
Series 5/28/04 May 28, 2004
THIS ISSUE SUPPLEMENT accompanies and supplements a certain Trust Agreement
for Grantor Trusts, dated as of June 1, 1996 (the "Trust Agreement"), among the
Federal Agricultural Mortgage Corporation, a federally chartered instrumentality
of the United States ("Xxxxxx Mac"), Xxxxxx Mac Mortgage Securities Corporation,
a corporation organized and existing under the laws of the State of Delaware
(the "Depositor"), and U.S. Bank National Association, a national banking
association, (the "Trustee"), as successor in interest to U.S. Bank Trust
National Association and First Trust National Association. Unless otherwise
specified, certain capitalized terms are defined in such Trust Agreement and
shall have the meanings so defined.
The collective terms of such Trust Agreement and this Issue Supplement
shall govern the composition of the Trust Fund, the beneficial ownership of
which is evidenced by the Series of Certificates having the above designation,
and have no applicability to any other Trust Fund. If any provision of this
Issue Supplement conflicts with or contradicts a provision of the Trust
Agreement, the provisions of this Issue Supplement shall control.
The Depositor does hereby transfer, assign, set over and otherwise convey
to the Trustee for the Holders of Certificates evidencing beneficial ownership
interests in the Trust Fund established hereby (i) all of the Depositor's right,
title and interest in and to the Qualified Loans identified in the Qualified
Loan Schedule attached as Schedule I hereto, including all payments of principal
and interest thereon received after May 1, 2004 (the "Cut-Off Date") other than
payments of principal due and interest accruing on or before the Cut-Off Date;
(ii) all of the Depositor's right, title and interest in and to the Class HM1030
certificates of Guaranteed Agricultural Mortgage-Backed Securities, Series
1/31/01 (the "QMBS") identified in the Qualified Loan Schedule attached as
Schedule I hereto, including all payments of principal and interest thereon
received after May 28, 2004; and (iii) all of the Depositor's rights, as
assignee of Xxxxxx Mac, under each Loan Sale Agreement providing for the sale of
the Qualified Loans identified in the Qualified Loan Schedule attached as
Schedule I hereto, including, but not limited to, the right to enforce the
representations and warranties therein against the related Seller.
Section 1. Certain Defined Terms Inapplicable. The following terms defined
in Section 1.01 of the Trust Agreement shall have no applicability to the Series
of Certificates authorized hereby: "Class Notional Principal Balance," "Interest
Only Certificates," "Interest Only Class," "Notional Principal Balance,"
"Participation Certificate," "Special Distribution Date" and "Special Record
Date."
Section 2. Certain Defined Terms Redefined. The following terms defined in
Section 1.01 of the Trust Agreement are modified to have the following meanings
for the Series of Certificates authorized hereby:
Certificate: A Guaranteed Agricultural Mortgage-Backed Security, which, in
the case of all Classes of Certificates, shall be issued in book-entry form and
maintained in the name of a record owner as an entry on the books of a Reserve
Bank under a designation specifying the Series, Class and denomination thereof.
Certificate Distribution Amount: With respect to each Class and
Distribution Date, the sum of:
(a) all interest accrued at the related Certificate Interest Rate
during the preceding Interest Accrual Period for such Class on the Class
Certificate Principal Balance thereof immediately preceding such
Distribution Date; and
(b) the Principal Distribution Amount on such date for the Qualified
Loan Pool bearing the same alphanumeric designation as such Class.
Certificate Interest Rate: For each Class and Distribution Date, a variable
rate per annum equal to the weighted average (by Scheduled Principal Balance of
the Qualified Loans and the outstanding principal balance of the QMBS) carried
to three decimal places, rounded down, of the Net Mortgage Rates of the
Qualified Loans and, in the case of the Class FH1M1001 Certificates, the
certificate interest rate on the QMBS in the Qualified Loan Pool bearing the
same alphanumeric designation as such Class.
Certificate Principal Balance: As to any Certificate, prior to the related
initial Distribution Date, the Denomination thereof and, subsequent to such
initial Distribution Date, the Denomination thereof multiplied by the then
applicable Certificate Principal Factor.
Certificate Principal Factor: As to any date of determination and as to any
Class of Certificates, a fraction the numerator of which is (i) the aggregate of
the Denominations of all Certificates of such Class minus (ii) the aggregate
amount of all Principal Distribution Amounts, if any, distributed thereto prior
to such date of determination and the denominator of which is the aggregate of
the Denominations of all Certificates of such Class.
Certificateholder or Holder: As to any Certificate, the record owner on the
appropriate Reserve Bank's books.
Class Certificate Principal Balance: With respect to any Class of
Certificates, at any time, the aggregate of the Certificate Principal Balances
of all Certificates of such Class.
Distribution Date: As to each Class, the 25th day of each month (or if such
25th day is not a Business Day, the Business Day immediately following),
commencing on June 25, 2004.
Due Period: With respect to any Qualified Loan Pool and Distribution Date,
the period beginning immediately following the preceding Due Period (or the day
immediately following the Cut-Off Date in the case of the initial Distribution
Date) and ending on and including the first day of the month of such
Distribution Date.
Final Distribution Date: As to any Class, the Distribution Date specified
as such for such Class in Section 4 of this Issue Supplement.
Prepayment Period: As to each Qualified Loan Pool and Distribution Date,
the preceding Due Period for such Qualified Loan Pool.
Principal Distribution Amount: With respect to each Qualified Loan Pool and
Distribution Date, the sum of
(a) all Curtailments received with respect to the Qualified Loans in
such Qualified Loan Pool during the preceding Prepayment Period
for such Qualified Loan Pool;
(b) the Scheduled Principal Balance of each Qualified Loan in such
Qualified Loan Pool that was the subject of a Principal
Prepayment in Full during the preceding Prepayment Period or that
became a Liquidated Qualified Loan (or that was repurchased from
the Trust Fund as permitted or required pursuant to the Trust
Agreement) during such preceding Prepayment Period for such
Qualified Loan Pool;
(c) the principal component of each Installment Payment due in
respect of each Qualified Loan included in such Qualified Loan
Pool during the preceding Due Period for such Qualified Loan Pool
plus, in the case of the Class FH1M1001 Certificates, the
principal distribution amount of the QMBS on the Distribution
Date; and
(d) if such Distribution Date is the Final Distribution Date for the
related Class of Certificates, any amount by which the Class
Certificate Principal Balance therefor would be greater than zero
after distribution of the amounts specified in (a) - (c) above.
Qualified Loan Schedule: As of any date of determination, the schedule of
Qualified Loans and QMBS included in the Trust Fund, separately identifying each
Qualified Loan Pool and the Administrative Fee for each Qualified Loan. The
initial schedule is attached as Schedule I to this Issue Supplement.
Section 3. Defined Terms Applicable to Issue Supplement. Whenever used in
this Issue Supplement, the following words and phrases shall have the following
meanings:
Administrative Fee: The per annum rate identified as such for each
Qualified Loan set forth in the Qualified Loan Schedule.
Central Servicer: With respect to any Qualified Loan, as identified in the
Qualified Loan Schedule.
Central Servicing Fee Rate: An amount as described in the supplement to the
Servicing Contract between Xxxxxx Mac and the applicable Central Servicer.
Closing Date: May 28, 2004.
Cut-Off Date: May 1, 2004.
Guarantee Fee: The per annum rate identified as such for each Qualified
Loan set forth in the Qualified Loan Schedule.
Interest Accrual Period: As to each Class and Distribution Date, the period
from the first day of the month of the preceding Distribution Date (or in the
case of the initial Distribution Date for a Class, from the Cut-Off Date) to and
including the last day of the month preceding the month of such Distribution
Date.
Liquidated Qualified Loan: Any defaulted Qualified Loan as to which Xxxxxx
Mac has determined that all amounts it expects to recover from or on account of
such Qualified Loan have been recovered.
Net Mortgage Rate: As to each Qualified Loan, the Mortgage Rate thereon
less the Administrative Fee for such loan.
Qualified Loan Pool: Each of the two groups of Qualified Loans and, in the
case of Pool FH1M1001, QMBS identified in the Qualified Loan Schedule.
Termination Percentage: One percent.
Termination Price: The sum of 100% of the unpaid principal balance of each
outstanding Qualified Loan or QMBS and any REO Qualified Loan plus accrued and
unpaid interest thereon at the applicable Mortgage Interest Rate (less any
amounts constituting previously unreimbursed advances) or, in the case of Class
FH1M1001 Certificates, at the certificate interest rate of the QMBS.
Section 4. Classes of Certificates; Distributions on Certificates. The
Series of Certificates authorized by the Trust Agreement and this Issue
Supplement shall be divided into two Classes of Certificates having the terms
and provisions hereinafter set forth. The Class designations, original Class
Certificate Principal Balances and Final Distribution Dates shall be as follows:
Original Class
Certificate Final
Class Designation Principal Balance Distribution Date
----------------- ----------------- -----------------
FH1M1001 $19,388,366 April 25, 2034
FM1M1001 $7,516,453 April 25, 2019
On each Distribution Date for a Class of Certificates, Xxxxxx Mac shall
distribute the related Certificate Distribution Amount to the Certificateholders
of such Class as of the related Record Date. Amounts distributed in respect of
clause (b) of the definition of Certificate Distribution Amount shall be applied
in reduction of the Certificate Principal Balances of the Certificates. All
distributions of the Certificate Distribution Amount for a Class shall be
applied on a pro rata basis among the Certificates of such Class.
Section 5. Form and Denominations. The Certificates shall be issued in
book-entry form as provided in Section 3.02(a) of the Trust Agreement; interests
therein shall be held in minimum Denominations of $1,000 and integral multiples
of $1 in excess thereof.
Section 6. Authority Regarding Tax Status of Trust Fund. Section 8.01 of
the Trust Agreement is amended by adding a new subsection (e) as follows:
"(e) No provision of this Agreement shall be construed to xxxxx Xxxxxx
Mac, FMMSC, the Trustee or any other person authority to act in any manner
that would cause the Trust Fund not to be treated as a fixed investment
trust for federal income tax purposes."
Section 7. Termination of the Trust Fund. Section 9.01 of the Trust
Agreement is restated in its entirety as follows:
"The respective obligations and responsibilities of Xxxxxx Mac and the
Trustee created hereby shall terminate upon the distribution to all Holders
of all amounts required to be distributed hereunder upon (i) the repurchase
by Xxxxxx Mac of all Qualified Loans, QMBS and REO Property remaining in
the Trust Fund at the Termination Price; (ii) the final payment of the last
Qualified Loan, QMBS and/or REO Property remaining in the Trust Fund; or
(iii) distribution by Xxxxxx Mac pursuant to the Xxxxxx Mac Guarantee on
the Final Distribution Date for the Class of Certificates having the latest
Final Distribution Date of an amount sufficient to reduce the Class
Certificate Principal Balance of such Class to zero; provided, however,
that in no event shall any trust created hereby continue beyond the
expiration of 21 years from the death of the survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States of America to
the Court of St. James's, living on the Cut-Off Date.
The right of Xxxxxx Mac to repurchase all Qualified Loans, QMBS and
REO Property in the Trust Fund pursuant to clause (i) above shall be
subject to the aggregate of the Scheduled Principal Balances of the
Qualified Loans and the outstanding principal balance of the QMBS being
less than the Termination Percentage of the aggregate of the Scheduled
Principal Balances of the Qualified Loans as of the Cut-off Date and the
outstanding principal balance of the QMBS as of the Closing Date. Any such
repurchase shall take place on a Distribution Date for any then outstanding
Class, and the proceeds of any such repurchase shall be distributed to
Holders of the applicable Classes of Certificates on such Distribution
Date, pro rata, in the first instance in respect of accrued interest and
then, as a distribution of principal.
In connection with any such termination, Xxxxxx Mac shall make
available to financial publications and electronic services notice for the
benefit of Holders of Certificates to the effect that the final
distribution will be made on the Distribution Date therein specified to
Holders of record on the applicable Record Date."
Section 8. Waivers and Supplemental Agreements. Section 10.02 of the
Trust Agreement is amended by deleting the word "or" at the end of
subsection (a); by substituting "; or" for the period at the end of
subsection (b); and by adding a new subsection (c) immediately after
subsection (b) as follows:
"(c) without the consent of all Certificateholders alter the
classification of the Trust Fund as a fixed investment trust for federal
income tax purposes."
Section 9. Intended Classification. A new Section 11.06 is added to the
Trust Agreement as follows:
"Section 11.06. Intended Classification. It is intended that the Trust
Fund be classified for federal income tax purposes as an `investment trust'
classified as a trust within the meaning of Treasury Regulation
301.7701-4(c) and, notwithstanding anything to the contrary herein, the
provisions of this Agreement shall be applied and interpreted in a manner
consistent with such intention, including, without limitation, so as to
circumscribe any right to exercise discretion granted to Xxxxxx Mac herein
as to matters relating to the Qualified Loans."
* * * * * * * * * * *
IN WITNESS WHEREOF, the parties hereto hereby execute this Issue
Supplement, as of the day and year first above written.
FEDERAL AGRICULTURAL
MORTGAGE CORPORATION
[SEAL]
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------
Attest: /s/ Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxxxx
------------------------ Vice President - Finance
Assistant Secretary
XXXXXX MAC MORTGAGE
SECURITIES CORPORATION
[SEAL]
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------
Attest: /s/ Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxxxx
------------------------ Vice President
Assistant Secretary
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
[NO CORPORATE SEAL]
By: /s/ Xxx X. Xxxxxx
---------------------------
Xxx X. Xxxxxx
Attest: /s/ Xxxx Xxxxxxxxx Vice President
----------------------------
Assistant Vice President
Schedule I
Qualified Loan Schedule
Guaranteed Agricultural Mortgage-Backed Securities, Series 5/28/04
Loan Pool FH1M1001
Loan Pool FH1M1001 contains the Class HM1030 certificates of Guaranteed
Agricultural Mortgage-Backed Securities, Series 1/31/01 (the "QMBS") and the
seventy-five Qualified Loans described below:
Cut-off Date Net
Principal Mortgage Guarantee Administrative Mortgage Central
Balance Rate Fee Fee Rate Servicer
-------------------------------------------------------------------------------
$186,998.76 6.625% 0.400% 0.700% 5.925% CGB
$1,295,731.14 6.250% 0.400% 0.700% 5.550% CGB
$607,804.98 7.500% 0.400% 0.700% 6.800% CGB
$385,382.50 7.625% 0.400% 0.700% 6.925% CGB
$378,988.62 6.625% 0.400% 0.700% 5.925% CGB
$230,336.12 7.000% 0.400% 0.700% 6.300% CGB
$218,558.64 7.625% 0.400% 0.700% 6.925% CGB
$188,368.42 6.500% 0.400% 0.700% 5.800% CGB
$184,915.13 8.250% 0.500% 0.750% 7.500% AGFIRST
$172,705.47 6.500% 0.400% 0.700% 5.800% CGB
$156,615.96 7.250% 0.500% 0.750% 6.500% AGFIRST
$287,090.55 6.875% 0.400% 0.700% 6.175% CGB
$248,392.03 6.500% 0.400% 0.700% 5.800% CGB
$137,923.07 6.625% 0.400% 0.700% 5.925% CGB
$92,954.35 7.000% 0.500% 0.750% 6.250% AGFIRST
$157,432.74 7.125% 0.400% 0.650% 6.475% AGFIRST
$149,634.81 7.625% 0.400% 0.700% 6.925% CGB
$145,506.62 7.875% 0.500% 0.750% 7.125% AGFIRST
$142,876.05 6.500% 0.400% 0.700% 5.800% CGB
$137,144.95 7.625% 0.400% 0.700% 6.925% CGB
$108,824.44 7.500% 0.500% 0.750% 6.750% AGFIRST
$350,394.63 7.625% 0.500% 0.750% 6.875% AGFIRST
$256,161.45 6.250% 0.400% 0.700% 5.550% CGB
$205,085.42 7.500% 0.400% 0.700% 6.800% CGB
$187,619.95 6.875% 0.400% 0.700% 6.175% CGB
$143,893.91 6.250% 0.400% 0.700% 5.550% CGB
$245,862.58 6.375% 0.400% 0.700% 5.675% CGB
$492,489.73 7.875% 0.500% 0.750% 7.125% AGFIRST
$415,465.82 6.625% 0.400% 0.700% 5.925% CGB
$87,757.56 8.125% 0.500% 0.750% 7.375% AGFIRST
$192,967.00 5.750% 0.400% 0.700% 5.050% CGB
$137,708.43 6.250% 0.400% 0.700% 5.550% CGB
$121,165.42 7.375% 0.400% 0.650% 6.725% AGFIRST
$98,059.04 7.875% 0.400% 0.700% 7.175% CGB
$89,278.67 7.250% 0.400% 0.700% 6.550% CGB
$66,572.91 7.250% 0.400% 0.700% 6.550% CGB
$163,524.72 7.750% 0.400% 0.650% 7.100% AGFIRST
$146,015.06 7.125% 0.400% 0.650% 6.475% AGFIRST
$140,189.96 6.625% 0.500% 0.750% 5.875% AGFIRST
$233,487.29 7.250% 0.400% 0.700% 6.550% CGB
$204,288.00 6.750% 0.400% 0.700% 6.050% CGB
$258,199.16 7.500% 0.400% 0.700% 6.800% CGB
$197,695.60 7.500% 0.500% 0.750% 6.750% AGFIRST
$175,345.99 7.625% 0.400% 0.650% 6.975% AGFIRST
$127,822.02 7.875% 0.500% 0.750% 7.125% AGFIRST
$43,836.40 7.125% 0.400% 0.650% 6.475% AGFIRST
$106,410.57 6.625% 0.400% 0.700% 5.925% CGB
$196,434.90 7.875% 0.400% 0.700% 7.175% CGB
$182,277.49 7.250% 0.400% 0.700% 6.550% CGB
$160,747.07 7.250% 0.400% 0.650% 6.600% AGFIRST
$160,588.08 6.500% 0.400% 0.700% 5.800% CGB
$839,382.08 6.375% 0.400% 0.700% 5.675% CGB
$213,639.56 6.875% 0.400% 0.700% 6.175% CGB
$181,132.47 7.375% 0.500% 0.750% 6.625% AGFIRST
$121,816.61 6.000% 0.400% 0.700% 5.300% CGB
$119,843.07 6.125% 0.400% 0.700% 5.425% CGB
$149,867.66 6.625% 0.400% 0.700% 5.925% CGB
$124,789.37 6.875% 0.400% 0.700% 6.175% CGB
$377,731.35 7.000% 0.400% 0.700% 6.300% CGB
$321,136.38 6.500% 0.400% 0.700% 5.800% CGB
$420,754.37 7.125% 0.400% 0.700% 6.425% CGB
$265,904.12 7.750% 0.400% 0.700% 7.050% CGB
$227,036.05 7.000% 0.400% 0.650% 6.350% AGFIRST
$169,467.57 7.625% 0.400% 0.700% 6.925% CGB
$132,790.56 7.000% 0.400% 0.700% 6.300% CGB
$99,918.00 7.625% 0.500% 0.750% 6.875% AGFIRST
$317,173.97 6.750% 0.400% 0.700% 6.050% CGB
$192,252.99 6.500% 0.400% 0.700% 5.800% CGB
$111,967.90 7.875% 0.400% 0.700% 7.175% CGB
$306,489.89 6.500% 0.400% 0.700% 5.800% CGB
$261,697.96 6.250% 0.400% 0.700% 5.550% CGB
$439,165.39 6.500% 0.400% 0.700% 5.800% CGB
$321,319.97 6.625% 0.400% 0.700% 5.925% CGB
$122,875.00 7.375% 0.400% 0.700% 6.675% CGB
$149,108.26 6.875% 0.400% 0.650% 6.225% AGFIRST
Total Balance of the 75 Qualified Loans in Loan Pool FH1M1001: $17,188,790.73
Loan Pool FM1M1001
Loan Pool FM1M1001 contains the thirty-four Qualified Loans described below:
Cut-off Date Net
Principal Mortgage Guarantee Administrative Mortgage Central
Balance Rate Fee Fee Rate Servicer
-------------------------------------------------------------------------------
$462,256.06 6.625% 0.400% 0.700% 5.925% CGB
$321,569.70 5.000% 0.400% 0.700% 4.300% CGB
$173,403.20 6.250% 0.400% 0.700% 5.550% CGB
$148,301.97 7.125% 0.400% 0.700% 6.425% CGB
$450,948.85 5.875% 0.400% 0.700% 5.175% CGB
$582,002.57 6.125% 0.400% 0.700% 5.425% CGB
$110,533.09 5.500% 0.400% 0.700% 4.800% CGB
$82,964.73 6.875% 0.400% 0.700% 6.175% CGB
$102,208.82 6.625% 0.400% 0.700% 5.925% CGB
$530,572.27 5.750% 0.400% 0.700% 5.050% CGB
$222,691.84 6.125% 0.400% 0.700% 5.425% CGB
$716,563.14 6.000% 0.400% 0.700% 5.300% CGB
$376,922.17 5.875% 0.400% 0.700% 5.175% CGB
$210,307.80 6.250% 0.500% 0.750% 5.500% AGFIRST
$163,695.64 6.000% 0.400% 0.700% 5.300% CGB
$153,685.71 6.000% 0.400% 0.700% 5.300% CGB
$108,302.61 6.750% 0.400% 0.650% 6.100% AGFIRST
$56,543.26 7.375% 0.500% 0.750% 6.625% AGFIRST
$183,268.08 5.500% 0.400% 0.700% 4.800% CGB
$62,767.55 6.500% 0.400% 0.700% 5.800% CGB
$86,760.75 6.875% 0.400% 0.700% 6.175% CGB
$129,095.86 5.875% 0.400% 0.700% 5.175% CGB
$269,831.62 7.125% 0.400% 0.700% 6.425% CGB
$108,129.35 6.250% 0.400% 0.700% 5.550% CGB
$275,619.21 5.625% 0.400% 0.700% 4.925% CGB
$121,464.50 5.875% 0.400% 0.700% 5.175% CGB
$91,669.95 5.500% 0.400% 0.700% 4.800% CGB
$80,472.55 5.625% 0.400% 0.700% 4.925% CGB
$70,755.86 6.000% 0.400% 0.700% 5.300% CGB
$218,567.78 5.500% 0.400% 0.700% 4.800% CGB
$100,089.86 6.750% 0.500% 0.750% 6.000% AGFIRST
$370,513.92 5.500% 0.400% 0.700% 4.800% CGB
$214,796.02 5.625% 0.400% 0.700% 4.925% CGB
$159,176.87 6.875% 0.400% 0.700% 6.175% CGB
Total Balance of the 34 Qualified Loans in Loan Pool FM1M1001: $7,516,453.16
