EXHIBIT 4.3.20
EXECUTION COPY
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
ISSUE SUPPLEMENT
Dated as of March 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 3/26/04 March 26, 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 March 1, 2004 (the "Cut-Off Date") other
than payments of principal due and interest accruing on or before the Cut-Off
Date and (ii) 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)
carried to three decimal places, rounded down, of the Net Mortgage Rates of the
Qualified Loans 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 specified
in the table below (or if such 25th day is not a Business Day, the Business Day
immediately following), commencing on the date specified:
Frequency of Each
Class Distribution Date Initial Distribution Date
----- ----------------- -------------------------
ZAQS1003 Semi-Annually July 25, 2004
ZBQS1003 Semi-Annually July 25, 2004
ZCQS1001 Semi-Annually July 25, 2004
ZK1M1007 Monthly April 25, 2004
ZQ1S1009 Semi-Annually July 25, 2004
ZR1M1001 Monthly April 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 (including any
Balloon Payment) due in respect of each Qualified Loan included in such
Qualified Loan Pool during the preceding Due Period for such Qualified Loan
Pool; 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 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 Central Servicer.
Closing Date: March 26, 2004.
Collected Prepayment Premiums: With respect to each Class of Certificates
and Distribution Date, the aggregate of Prepayment Premiums received during the
preceding Due Period by the Central Servicer, in each case, in respect of the
Qualified Loan Pool bearing the same alphanumeric designation as such Class.
Cut-Off Date: March 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.
Net Prepayment Premium: As to each Qualified Loan and each Collected
Prepayment Premium recovered thereon, the amount of the related prepayment
premium or yield maintenance charge calculated on the basis of the Net Mortgage
Rate rather than the Mortgage Interest Rate of the related Qualified Loan.
Qualified Loan Pool: Each of the six groups of Qualified Loans 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 and any REO Qualified Loan plus accrued and unpaid
interest thereon at the applicable Mortgage Interest Rate (less any amounts
constituting previously unreimbursed advances).
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 six 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
----------------- ----------------- -----------------
ZAQS1003 $11,172,491 July 25, 2019
ZBQS1003 $3,126,160 July 25, 2019
ZCQS1001 $810,000 July 25, 2019
ZK1M1007 $6,647,662 March 25, 2034
ZQ1S1009 $5,153,200 July 25, 2019
ZR1M1001 $293,178 April 25, 2033
On each Distribution Date for a Class of Certificates, Xxxxxx Mac shall
distribute the related Certificate Distribution Amount and any Net Prepayment
Premiums for such Class 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 and any Net Prepayment Premiums for a Class
shall be applied on a pro rata basis among the Certificates of such Class. Net
Prepayment Premiums shall not be applied to accrued certificate interest on or
to reduce the Certificate Principal Balance of any Certificate.
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. Servicing Compensation. For any Distribution Date, as
compensation for its activities and obligations under the Trust Agreement and
hereunder, the Master Servicer shall be entitled to retain the excess of (i) any
Collected Prepayment Premium for such Distribution over (ii) any Net Prepayment
Premium for such Distribution Date.
Section 7. Collection of Certain Qualified Loan Payments. Section 4.05 of
the Trust Agreement is amended by restating clause (v) thereof in its entirety
as follows:
"(v) Any Net Prepayment Premiums collected on the Qualified Loans."
Section 8. 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 9. 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 and REO Property remaining in the
Trust Fund at the Termination Price; (ii) the final payment of the last
Qualified Loan 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 and REO
Property in the Trust Fund pursuant to clause (i) above shall be subject to
the aggregate Scheduled Principal Balances of the Qualified Loans being
less than the Termination Percentage of the Scheduled Principal Balances
thereof as of the Cut-Off Date. Any such repurchase shall take place on a
Distribution Date for any then outstanding Class (regardless of whether
such Distribution Date constitutes a Distribution Date for all such Classes
of Certificates), 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
Certificateholders of record on the applicable Record Date."
Section 10. 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 11. 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
Assistant Secretary Vice President - Finance
XXXXXX MAC MORTGAGE
SECURITIES CORPORATION
[SEAL]
By: /s/ Xxxxx X. Xxxxxxxxx
Attest: /s/ Xxxxxxx X. Xxxxxxx -----------------------------
------------------------ Xxxxx X. Xxxxxxxxx
Assistant Secretary Vice President - Finance
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
[NO CORPORATE SEAL]
By: /s/ Xxx X. Xxxxxx
---------------------------
Xxx X. Xxxxxx
Attest: /s/ Xxxx Xxxxxxxxx Vice President
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