<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
April 26, 2000
Farmer Mac Mortgage Securities Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 333-80805 52-1779791
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
919 18th Street, N.W. 20006
Washington, D.C. --------
-------------------------- (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code (202) 872-7700
No Change
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
A. The Registrant registered issuances of Guaranteed Agricultural
Mortgage-Backed Securities on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended (the "Act"), by a Registration
Statement on Form S-3 (Registration File No. 333-80805)(the "Registration
Statement"). Pursuant to the Registration Statement, the Registrant issued
approximately $11,135,643 in aggregate principal amount of its Guaranteed
Agricultural /Mortgage-Backed Securities, Series 4/26/00-A (the "Certificates")
on April 26, 2000. This Current Report on Form 8-K is being filed to satisfy an
undertaking, in connection with the Prospectus dated March 29, 2000 and the
Prospectus Supplement dated April 26, 2000, to file a copy of the Issue
Supplement, attached hereto as Exhibit 4.3.2, a copy of the Underwriting
Agreement, attached hereto as Exhibit 1.2, and a copy of the Terms Agreement,
attached hereto as Exhibit 1.2.1.
The Certificates were issued pursuant to a Trust Agreement (filed as
Exhibit 4.3 to the Registration Statement), dated as of June 1, 1996 among
Farmer Mac Mortgage Securities Corporation, as Depositor, Federal Agricultural
Mortgage Corporation, as Guarantor, and First Trust National Association, N.A.,
as Trustee, as supplemented by an Issue Supplement, among Farmer Mac Mortgage
Securities Corporation, as Depositor, Federal Agricultural Mortgage Corporation,
as Guarantor, and U.S. Bank Trust National Association, N.A., as successor to
First Trust National Association, N.A., as Trustee, dated as of April 1, 2000.
Item 7. Financial Statements; Pro Forma Financial Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1.2 Underwriting Agreement, dated as of April 25,
2000, among Farmer Mac Mortgage Securities
Corporation, Federal Agricultural Mortgage
Corporation and Donaldson, Lufkin & Jenrette
Securities Corporation.
1.2.1 Terms Agreement, dated as of April 26, 2000, among
Farmer Mac Mortgage Securities Corporation, Federal
Agricultural Mortgage Corporation and Donaldson, Lufkin
& Jenrette Securities Corporation.
4.3.2. Issue Supplement, dated as of April 1, 2000,
among Farmer Mac Mortgage Securities Corporation, as
Depositor, Federal Agricultural Mortgage Corporation,
as Guarantor, and U.S. Bank Trust National
Association, N.A., as Trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FARMER MAC MORTGAGE SECURITIES
CORPORATION
By: /s/ Jerome G. Oslick
--------------------------------------
Name: Jerome G. Oslick
Title: Vice President-General Counsel
Dated: May 5, 2000
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
1.2 Underwriting Agreement
1.2.1 Terms Agreement
4.3.2. Issue Supplement.
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EXHIBIT 1.2
Underwriting Agreement
<PAGE>
FARMER MAC MORTGAGE SECURITIES CORPORATION
GUARANTEED AGRICULTURAL MORTGAGE-BACKED SECURITIES
(Issuable in Series)
GUARANTEED BY
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
UNDERWRITING AGREEMENT
April 25, 2000
Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue
New York, New York 10172
Ladies and Gentlemen:
Farmer Mac Mortgage Securities Corporation, a corporation organized and
existing under the laws of the State of Delaware (the "Company"), may offer for
sale to you (the "Underwriter") from time to time its Guaranteed Agricultural
Mortgage-Backed Securities ("AMBS") evidencing interests in pools of
agricultural real estate mortgage loans (the "Qualified Loans") and previously
issued AMBS (the "Certificates"). The Certificates may be issued in various
series, and within each series, in one or more classes, in one or more offerings
on terms determined at the time of sale (each such series, a "Series" and each
such class, a "Class"). Each Series of the Certificates will be issued pursuant
to a Trust Agreement (the "Trust Agreement") as supplemented by an Issue
Supplement (each, an "Issue Supplement" and, together with the Trust Agreement,
the "Agreement") to be dated as of the respective cut-off date (each, a "Cut-off
Date") between the Company, as depositor, the Federal Agricultural Mortgage
Corporation ("Farmer Mac"), as guarantor, and either U.S. Bank Trust National
Association, as successor to First Trust National Association, or Farmer Mac as
trustee (the "Trustee"). Capitalized terms used but not defined herein shall
have the meanings given to them in the Agreement.
The Certificates issued under the Agreement will represent the entire
beneficial ownership interest in a trust fund (the "Trust Fund") established by
such Agreement. If so specified in the related Terms Agreement, one or more
elections may be made to treat the assets of each Trust Fund as a real estate
mortgage investment conduit (each, a "REMIC") for federal income tax purposes.
<PAGE>
The Certificates will have the benefit of the guarantee of Farmer Mac (the
"Farmer Mac Guarantee"). The Farmer Mac Guarantee will guarantee the timely
payment of required distributions of interest and principal on the Certificates
as described in the related Issue Supplement.
Whenever the Company determines to make an offering of Certificates (each,
a "Certificate Offering") pursuant to this Agreement through you, it will enter
into an agreement with you (the "Terms Agreement") providing for the sale of
specified Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such Certificate Offering
that the Company elects to make pursuant to this Agreement shall be governed by
this Underwriting Agreement, as supplemented by the related Terms Agreement.
Each Terms Agreement, which shall be substantially in the form of Exhibit A
hereto, shall specify, among other things, the Classes of Certificates to be
purchased by the Underwriter (the "Offered Certificates"), the principal balance
or balances of the Offered Certificates, each subject to any stated variance,
and the price or prices at which such Offered Certificates are to be purchased
by the Underwriter from the Company.
1. Representations and Warranties. (a) The Company represents and
warrants to and agrees with the Underwriter, as of the date of the related
Terms Agreement, that:
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(i) The registration statement specified in the related Terms
Agreement, on Form S-3, including a prospectus, has been filed with
the Securities and Exchange Commission (the "Commission") for the
registration under the Securities Act of 1933, as amended (the
"Act"), of guaranteed agricultural mortgage-backed securities
issuable in series, which registration statement has been declared
effective by the Commission. Such registration statement, as amended
to the date of the related Terms Agreement, including any documents
incorporated by reference therein pursuant to Item 12 of Form S-3
under the Act that were filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on or before the effective
date of the Registration Statement, is hereinafter called the
"Registration Statement", and such prospectus, as such prospectus is
supplemented by a prospectus supplement relating to the Offered
Certificates of the related Series, each in the form first filed
after the date of the related Terms Agreement pursuant to Rule
424(b) under the Act, including any documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Act that
were filed under the Exchange Act on or before the date of such
prospectus supplement (other than any such incorporated documents
that relate to Collateral Term Sheets (as defined in Section 8))
(such prospectus supplement, including such incorporated documents
(other than those that relate to Collateral Term Sheets), in the
form first filed after the date of the related Terms Agreement
pursuant to Rule 424(b) is hereinafter called the "Prospectus
Supplement"), is hereinafter called the "Prospectus". Any reference
herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement, the Prospectus or the
Prospectus Supplement shall be deemed to refer to and include the
filing of any document under the Exchange Act after the effective
date of the Registration Statement and on or prior to the issue date
of the Prospectus or Prospectus Supplement, as the case may be,
deemed to be incorporated therein by reference pursuant to Item 12
of Form S-3 under the Act.
(ii) The related Registration Statement, at the time it became
effective, and the Prospectus contained therein, and any amendments
thereof and supplements thereto filed prior to the date of the
related Terms Agreement, conformed in all material respects to the
requirements of the Act and the rules and regulations of the
Commission thereunder; on the date of the related Terms Agreement
and on each Closing Date (as defined in Section 3 below), the
related Registration Statement and the related Prospectus, and any
amendments thereof and supplements thereto, will conform in all
material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder; such Registration
Statement, at the time it became effective, did not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; such Prospectus, on the date of any filing
pursuant to Rule 424(b) and on each Closing Date, will not include
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading; and any
Form 8-K referred to in such Prospectus, on each Closing Date and
the date of any filing thereof under cover of Form 8-K, will not
include any untrue statement of a material fact or omit to state any
information that such Prospectus states will be included therein;
provided, however, that the Company makes no representations or
warranties as to the information contained in or omitted from (A)
such Registration Statement or such Prospectus (or any supplement
thereto) in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Underwriter
specifically for use in the preparation thereof or (B) any Current
Report (as defined in Section 5(b) below), or in any amendment
thereof or supplement thereto, incorporated by reference in such
Registration Statement or such Prospectus (or any amendment thereof
or supplement thereto).
(iii) On the Closing Date, the Certificates of the related
Series will have been duly and validly authorized, and when executed
and authenticated in accordance with the terms of the Agreement and
sold to the Underwriter as provided herein, will be validly issued
and entitled to the benefits of the Agreement.
(iv) On the Closing Date, the Farmer Mac Guarantee will be in
full force and effect and constitute a valid and binding agreement
of Farmer Mac enforceable in accordance with its terms.
<PAGE>
2. Purchase and Sale. Subject to the execution of the Terms Agreement for
a particular Certificate Offering and subject to the terms and conditions and in
reliance upon the representations and warranties set forth in this Underwriting
Agreement and such Terms Agreement, the Company agrees to sell to the
Underwriter, and the Underwriter agrees to purchase from the Company, all, but
not less than all, of the related Offered Certificates at the purchase price
therefor set forth in such Terms Agreement (the "Purchase Price").
The parties hereto agree that settlement for all securities sold pursuant
to this Underwriting Agreement and the applicable Terms Agreement shall take
place on the settlement date agreed upon at the time of the related transaction
and set forth as the "Closing Date" in such Terms Agreement and not as set forth
in Rule 15c6-1(a) of the Exchange Act.
3. Delivery and Payment. Delivery of and payment for the Offered
Certificates of a Series shall be made at the offices of the Company,
Washington, D.C., at 10:00 a.m., New York City time, on the Closing Date
specified in the related Terms Agreement, which date and time may be postponed
by agreement between the Underwriter and the Company (such date and time being
herein called the "Closing Date"). Delivery of such Offered Certificates shall
be made to the Underwriter against payment by the Underwriter of the Purchase
Price thereof to or upon the order of the Company by wire transfer in federal or
other immediately available funds or by check payable in federal funds, as the
Company shall specify no later than five full business days prior to such
Closing Date. Unless delivery is made through the facilities of the U.S. Federal
Reserve Banks, the Offered Certificates shall be in certificated form and
registered in such names and in such authorized denominations as the Underwriter
may request not less than two full business days in advance of each Closing
Date.
4. Offering by the Underwriter. It is understood that the Underwriter
proposes to offer the Offered Certificates of the related Series for sale to the
public as set forth in the related Prospectus.
5. Agreements. The Company and Farmer Mac jointly and severally agree
with the Underwriter that:
<PAGE>
(a) The Company will cause the Prospectus as supplemented by a
Prospectus Supplement relating to the Offered Certificates to be filed
pursuant to Rule 424 under the Act and will promptly advise the
Underwriter when such Prospectus as so supplemented has been so filed and,
prior to the termination of the Certificate Offering to which such
Prospectus relates, also will promptly advise the Underwriter (i) when any
amendment to the related Registration Statement specifically relating to
such Offered Certificates shall have become effective or any further
supplement to such Prospectus has been filed, (ii) of any request by the
Commission for any amendment of such Registration Statement or Prospectus
or for any additional information, (iii) of the issuance by the Commission
of any stop order suspending the effectiveness of such Registration
Statement or the institution or threatening of any proceeding for that
purpose and (iv) of the receipt by the Company of any written notification
with respect to the suspension of the qualification of such Offered
Certificates for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose. The Company will not file any
amendment of the related Registration Statement or supplement to the
related Prospectus (other than any amendment or supplement specifically
relating to one or more Series of guaranteed agricultural mortgage-backed
securities other than the Series that includes the related Offered
Certificates) unless the Company has furnished the Underwriter with a copy
for its review prior to filing. The Company will use its best efforts to
prevent the issuance of any such stop order and, if issued, to obtain as
soon as possible the withdrawal thereof.
(b) The Company will cause or, if applicable, has caused any
Computational Materials and ABS Term Sheets (each as defined in Section 8
below) with respect to the Offered Certificates of a Series that are or
have been delivered by the Underwriter to the Company pursuant to or as
contemplated by Section 8, to be filed with the Commission on a Current
Report on Form 8-K (each such filing of such materials, a "Current
Report") pursuant to Rule 13a-11 under the Exchange Act not later than, in
each such case, the business day immediately following the later of (i)
the day on which such Computational Materials or ABS Term Sheets are
delivered to counsel for the Company by the Underwriter (it being
understood that any such material that is delivered after 10:30 a.m., New
York City time, on a business day shall be deemed to have been delivered
on the next business day) and (ii) the date hereof. In addition, if at any
time prior to the availability of the related Prospectus Supplement the
Underwriter has delivered to any prospective investor a Collateral Term
Sheet that reflects, in the reasonable judgment of the Underwriter and the
Company, a material change in the characteristics of the Qualified Loans
for the related Series from those on which a Collateral Term Sheet with
respect to the related Series previously filed with the Commission was
based, the Company will cause any such Collateral Term Sheet that is
delivered by the Underwriter to the Company in accordance with the
provisions of Section 8 to be filed with the Commission on a Current
Report on the business day immediately following the day on which such
Collateral Term Sheet is delivered to counsel for the Company by the
Underwriter (it being understood that any such material that is delivered
after 10:30 a.m., New York City time, on a business day shall be deemed to
have been delivered on the next business day). In each case, the Company
will promptly advise the Underwriter when such Current Report has been so
filed. Each such Current Report shall be incorporated by reference in the
related Prospectus and the related Registration Statement. Notwithstanding
the four preceding sentences, the Company shall have no obligation to file
any materials provided by the Underwriter pursuant to Section 8 that, in
the reasonable determination of the Company after making reasonable
efforts to consult with the Underwriter, are not required to be filed
pursuant to the No Action Letters (as defined in Section 8 below), or that
contain erroneous information or contain any untrue statement of a
material fact or, when read in conjunction with the Prospectus and
Prospectus Supplement, omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; it
being understood, however, that the Company shall have no obligation to
review or pass upon the accuracy or adequacy of, or to correct, any
Computational Materials or ABS Term Sheets provided by the Underwriter to
the Company pursuant to Section 8.
<PAGE>
(c) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, any
event occurs as a result of which the related Prospectus as then amended
or supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein
in light of the circumstances under which they were made not misleading,
or if it shall be necessary at any time to amend or supplement the related
Prospectus to comply with the Act or the rules thereunder, the Company
promptly will prepare and file with the Commission, subject to paragraph
(a) of this Section 5, an amendment or supplement that will correct such
statement or omission or an amendment that will effect such compliance;
provided, however, that the Company will not be required to file any such
amendment or supplement with respect to any Computational Materials or ABS
Term Sheets incorporated by reference in the Prospectus other than any
amendments or supplements of such Computational Materials or ABS Term
Sheets that are furnished to the Company by the Underwriter pursuant to
Section 8 hereof that the Company determines to file in accordance
therewith.
(d) Whether or not the transactions contemplated hereby and by the
related Terms Agreement shall be consummated, and except as provided in
the following sentence, the Company shall be responsible for the payment
of any costs and expenses for which details are submitted in connection
with the performance of its obligations under this Underwriting Agreement
and the related Terms Agreement. The Underwriter will pay all its own
costs and expenses, including the expenses of the firm of independent
public accountants under Section 6(d) and (e) hereof, its due diligence
expenses, the fees and expenses of its counsel, transfer taxes on resale
of any Offered Certificates by it, advertising expenses connected with any
offers that it may make with respect to the Offered Certificates and all
expenses (e.g., shipping, postage and courier costs) associated with the
delivery of the related Prospectus to prospective investors and investors,
other than the costs of delivery of the related Prospectus to the
Underwriter's facilities.
6. Conditions to the Obligations of the Company and the Underwriter. The
obligation of the Underwriter to purchase the Offered Certificates of any
Series, and the obligation of the Company to sell such Offered Certificates to
the Underwriter, shall be subject to the accuracy in all material respects of
the representations and warranties on the part of the Company, Farmer Mac and
the Underwriter contained in this Agreement, as supplemented by the related
Terms Agreement, as of the respective dates thereof and the related Closing
Date, to the accuracy of the statements of the Company, Farmer Mac and the
Underwriter made in any applicable officers' certificates pursuant to the
provisions hereof, to the performance by the Company, Farmer Mac and the
Underwriter of each of their respective obligations under this Agreement and
such Terms Agreement and to the following additional conditions applicable to
the related Certificate Offering:
(a) No stop order suspending the effectiveness of the related
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
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(b) Jerome G. Oslick, General Counsel of the Company and Farmer Mac,
shall have furnished to the Underwriter an opinion, dated the related
Closing Date, to the effect as set forth in Exhibit B hereto.
(c) Special counsel to the Company and Farmer Mac shall have
furnished to the Underwriter an opinion, dated the related Closing
Date, to the effect set forth in Exhibit C hereto.
(d) The Company and the Underwriter shall have received from a firm
of independent public accountants various comfort letters, dated, as
applicable, the date of the preliminary Prospectus Supplement, if any, the
date of the Prospectus Supplement or other date acceptable to the Company
and the Underwriter, in form and substance reasonably satisfactory to the
Company and the Underwriter, stating in effect that:
(i) They have performed certain specified procedures as a
result of which they have determined that the information of an
accounting, financial or statistical nature set forth in the
Prospectus Supplement under the caption "Description of the Mortgage
Loans" and in "Annex I: Description of the Qualified Loan Pools"
thereto agrees with the data sheet or computer tape prepared by the
Company, unless otherwise noted in such letter(s); and
(ii) They have compared the data contained in the data sheet
or computer tape referred to in the immediately preceding clause (i)
to information contained in an agreed upon sampling of the Mortgage
Loan files and in such other sources as shall be specified by them,
and found such data and information to be in agreement, unless
otherwise noted in such letter.
(e) The Company and the Underwriter shall have received from a firm
of independent public accountants a letter dated on or about the Closing
Date, in form and substance reasonably satisfactory to the Company and the
Underwriter, to the effect that they have performed certain specified
procedures, all of which have been agreed to by the Company and the
Underwriter, as a result of which they confirmed the information of an
accounting, financial or statistical nature included in the Prospectus
Supplement under the caption "Yield, Prepayment and Maturity
Considerations."
<PAGE>
(f) The Underwriter shall have delivered to the Company an officer's
certificate (i) stating that attached thereto are all of the information,
tables, charts and other items that constitute Computational Materials or
ABS Term Sheets (as defined in Section 8) prepared by such Underwriter
that are required to be filed with the Commission pursuant to the terms of
the No Action Letters (as defined in Section 8) and stating that the
Underwriter has otherwise complied with the terms of the No Action Letters
and (ii) representing that, other than the items described in clause (i),
no term sheets, collateral information or other data in written form that
would be required to be filed with the Commission pursuant to the No
Action Letters were furnished by the Underwriter to actual or potential
investors for the Offered Certificates prior to the Closing Date.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects with respect to the particular Offered
Certificates of a Series when and as provided in this Underwriting Agreement and
the related Terms Agreement, this Agreement (with respect to such Offered
Certificates) and such Terms Agreement and all obligations of the Underwriter
hereunder (with respect to such Offered Certificates) and thereunder may be
canceled at, or at any time prior to, the related Closing Date by the
Underwriter. Notice of such cancellation shall be given to the Company in
writing, or by telephone or telecopy confirmed in writing.
<PAGE>
7. Indemnification and Contribution. (a) The Company and Farmer Mac agree,
jointly and severally, to indemnify and hold harmless the Underwriter and each
person who controls the Underwriter within the meaning of the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act, or other federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement relating to the Offered Certificates of the applicable Series or in
any amendment or supplement thereof or supplement thereto, or in the Form 8-K
referred to in the related Prospectus or arise out of or are based upon the
omission or alleged omission (in the case of any Computational Materials or ABS
Term Sheets (in each case, as defined herein) in respect of which the Company
and Farmer Mac agree to indemnify the Underwriter, as set forth below, when such
are read in conjunction with the related Prospectus and Prospectus Supplement)
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact included in
the related Prospectus or in any amendment or supplement thereto or arise out of
or are based upon the omission of a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading, and agree to reimburse each such indemnified party for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that (i) the Company and Farmer Mac will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein (A) in reliance upon and in conformity with
written information furnished to the Company as herein stated by or on behalf of
the Underwriter specifically for use in connection with the preparation thereof
or (B) in any Current Report or any amendment or supplement thereof, except to
the extent that any untrue statement or alleged untrue statement therein or
omission therefrom results (or is alleged to have resulted) directly from an
error (a "Mortgage Pool Error") in the information concerning the
characteristics of the Mortgage Loans furnished by the Company to the
Underwriter in writing or by electronic transmission that was used in the
preparation of either (x) any Computational Materials or ABS Term Sheets (or
amendments or supplements thereof) included in such Current Report (or amendment
or supplement thereof) or (y) any written or electronic materials furnished to
prospective investors on which the Computational Materials or ABS Term Sheets
(or amendments or supplements) were based, (ii) such indemnity with respect to
any Corrected Statement (as defined below) in such Prospectus (or supplement
thereto) shall not inure to the benefit of the Underwriter (or any person
controlling the Underwriter) from whom the person asserting any loss, claim,
damage or liability purchased the Certificates of the related Series that are
the subject thereof if such person did not receive a copy of a supplement to
such Prospectus at or prior to the confirmation of the sale of such Certificates
and the untrue statement or omission of a material fact contained in such
Prospectus (or supplement thereto) was corrected (a "Corrected Statement") in
such other supplement and such supplement was furnished by the Company to the
Underwriter prior to the delivery of such confirmation, and (iii) such indemnity
with respect to any Mortgage Pool Error shall not inure to the benefit of the
Underwriter (or any person controlling the Underwriter) from whom the person
asserting any loss, claim, damage or liability received any Computational
Materials or ABS Term Sheets (or any written or electronic materials on which
the Computational Materials or ABS Term Sheets are based) that were prepared on
the basis of such Mortgage Pool Error, if, prior to the time of confirmation of
the sale of the applicable Offered Certificates to such person, the Company
notified the Underwriter in writing of the Mortgage Pool Error or provided in
written or electronic form information superseding or correcting such Mortgage
Pool Error (in any such case, a "Corrected Mortgage Pool Error"), and the
Underwriter failed to notify such person thereof or to deliver to such person
corrected Computational Materials or ABS Term Sheets (or any written or
electronic materials on which the Computational Materials or ABS Term Sheets are
based). This indemnity agreement will be in addition to any liability that the
Company or Farmer Mac may otherwise have.
<PAGE>
(b) The Underwriter agrees to indemnify and hold harmless the Company and
Farmer Mac, each of its directors, each of its officers who signs the
Registration Statement relating to the Offered Certificates of the applicable
Series, and each person who controls the Company or Farmer Mac within the
meaning of the Act or the Exchange Act to the same extent as the foregoing
indemnities from the Company and Farmer Mac to the Underwriter, but only with
reference to (A) written information furnished to the Company by or on behalf of
the Underwriter specifically for use in the preparation of the documents
referred to in the foregoing indemnity with respect to the related Series, or
(B) any Computational Materials or ABS Term Sheets (or amendments or supplements
thereof) furnished to the Company by the Underwriter pursuant to Section 8 and
incorporated by reference in such Registration Statement or the related
Prospectus or any amendment or supplement thereof (except that no such indemnity
shall be available for any losses, claims, damages or liabilities, or actions in
respect thereof, resulting from any Mortgage Pool Error, other than a Corrected
Mortgage Pool Error). This indemnity agreement will be in addition to any
liability that the Underwriter may otherwise have. The Company acknowledges that
the statements set forth with respect to the Underwriter and the purchase price
of the Certificates set forth on the cover page of the Prospectus Supplement and
any information with respect to the Underwriter contained in "Method of
Distribution" in the Prospectus Supplement constitute the only information
furnished in writing by or on behalf of the Underwriter for inclusion in the
related Prospectus (other than any Computational Materials or ABS Term Sheets
(or amendments or supplements thereof) furnished to the Company by the
Underwriter), and the Underwriter confirms that such statements are correct.
(c) Promptly after receipt by an indemnified party under Section 7 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability that it may have to any indemnified party otherwise than under
this Section 7. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties that are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel approved by the indemnified party in the case of paragraph (a)
or (b), representing the indemnified parties under paragraph (a) or (b), who are
parties to such action), (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).
(d) If the indemnification provided for in paragraph (a) or (b) of this
Section 7 is due in accordance with its terms but is for any reason held by a
court to be unavailable from the Company, Farmer Mac or the Underwriter, on
grounds of policy or otherwise, the Company, Farmer Mac and the Underwriter
shall contribute to the aggregate losses, claims, damages and liabilities
(including legal and other expenses reasonably incurred in connection with
investigating or defending same) to which the Company, Farmer Mac and the
Underwriter may be subject, as follows:
<PAGE>
(i) in the case of any losses, claims, damages and liabilities (or
actions in respect thereof) that do not arise out of or are not based upon
any untrue statement or omission of a material fact in any Computational
Materials or ABS Term Sheets (or any amendments or supplements thereof),
in such proportion so that the Underwriter is responsible for that portion
represented by the difference between the proceeds to the Company and
Farmer Mac in respect of the Offered Certificates appearing on the cover
page of the Prospectus Supplement for the related Series and the total
proceeds received by the Underwriter from the sale of such Offered
Certificates (the "Underwriting Discount"), and the Company and Farmer Mac
are responsible for the balance; provided, however, that the Underwriter
shall not be required to contribute any amount in excess of the amount of
the total underwriting discounts and commissions received by the
Underwriter in connection with the Offered Certificates; and
(ii) in the case of any losses, claims, damages and liabilities (or
actions in respect thereof) that arise out of or are based upon any untrue
statement or omission of a material fact in any Computational Materials or
ABS Term Sheets (or any amendments or supplements thereof) or in any
written or electronic materials distributed to prospective investors on
which the Computational Materials or ABS Term Sheets are based, in such
proportion as is appropriate to reflect the relative fault of the Company
and Farmer Mac on the one hand and the Underwriter on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as
any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact in such Computational Materials or ABS
Term Sheets (or any amendments or supplements thereof) or such written or
electronic materials results from information prepared by the Company on
the one hand or the Underwriter on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
Notwithstanding anything to the contrary in this Section 7(d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7, each person who
controls the Underwriter within the meaning of either the Act or the Exchange
Act shall have the same rights to contribution as the Underwriter, and each
person who controls the Company or Farmer Mac within the meaning of either the
Act or the Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company or Farmer Mac shall have
the same rights to contribution as the Company and Farmer Mac, subject in each
case to the immediately preceding sentence of this paragraph (d).
<PAGE>
8. Computational Materials and ABS Term Sheets. (a) Not later than 10:30
a.m., New York City time, on the business day following the day such materials
are first circulated to prospective investors, the Underwriter shall deliver to
the Company five (5) complete copies of all materials provided by the
Underwriter to prospective investors in the Offered Certificates that constitute
either (i) "Computational Materials" within the meaning of the no-action letter
dated May 20, 1994 issued by the Division of Corporation Finance of the
Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co.
Incorporated, and Kidder Structured Asset Corporation and the no-action letter
dated May 27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the "Kidder Letters")
or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated
February 17, 1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (the "PSA Letter", and together
with the Kidder Letters, the "No-Action Letters"), if the filing of such
materials with the Commission is a condition of the relief granted in such
letters and, in the case of any such materials that constitute "Collateral Term
Sheets" within the meaning of the PSA Letter, such Collateral Term Sheets have
not previously been delivered to the Company as contemplated by Section 8(b)(i)
below. Each delivery of Computational Materials pursuant to this paragraph (a)
shall be effected by delivering four (4) copies of such materials to counsel for
the Company on behalf of the Company at the address specified in Section 14
hereof and one copy of such materials to the Company. Each delivery of ABS Term
Sheets pursuant to this paragraph (a) shall be effected by delivering such
materials to counsel for the Company on behalf of the Company at the address
specified in Section 14 hereof in a format that will permit such materials to be
promptly filed electronically with the Commission.
(b) The Underwriter represents and warrants to and agrees with the
Company, as of the date of the related Terms Agreement and as of the Closing
Date, that:
(i) if the Underwriter has provided any Collateral Term Sheets
to potential investors in the Offered Certificates prior to the date
hereof and if the filing of such materials with the Commission is a
condition of the relief granted in the PSA Letter, then in each such
case the Underwriter delivered such materials in the format
contemplated by Section 8(a) to counsel for the Company on behalf of
the Company at the address specified in Section 14 hereof no later
than 10:30 a.m., New York City time, on the first business day
following the date on which such materials were initially provided
to a potential investor;
(ii) the Computational Materials (either in original,
aggregated or consolidated form) and ABS Term Sheets furnished to
the Company pursuant to Section 8(a) or as contemplated in Section
8(b)(i) constitute all of the materials relating to the Offered
Certificates furnished by the Underwriter (whether in written,
electronic or other format) to prospective investors in the Offered
Certificates prior to the date hereof, except for any Preliminary
Prospectus and any Computational Materials and ABS Term Sheets that
are not required to be filed with the Commission in accordance with
the No-Action Letters, and all Computational Materials and ABS Term
Sheets provided by the Underwriter to potential investors in the
Offered Certificates comply with the requirements of the No-Action
Letters;
<PAGE>
(iii) on the respective dates any such Computational Materials
and/or ABS Term Sheets with respect to the Offered Certificates
referred to in Section 8(b)(ii) were last furnished by the
Underwriter to each prospective investor, on the date of delivery
thereof to the Company pursuant to or as contemplated by this
Section 8 and on the Closing Date, such Computational Materials
and/or ABS Term Sheets did not and will not include any untrue
statement of a material fact, or, when read in conjunction with the
Prospectus, omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(iv) at the time any Computational Materials or ABS Term
Sheets with respect to the Offered Certificates were furnished to a
prospective investor and on the date hereof, the Underwriter
possessed, and on the date of delivery of such materials to the
Company pursuant to or as contemplated by this Section 8 and on the
Closing Date, the Underwriter will possess, the capability,
knowledge, expertise, resources and systems of internal control
necessary to ensure that such Computational Materials and/or ABS
Term Sheets conform to the representations and warranties of the
Underwriter contained in subparagraphs (ii) and (iii) above of this
paragraph (b);
(v) all Computational Materials and ABS Term Sheets with
respect to the Offered Certificates furnished by the Underwriter to
potential investors contained and will contain a legend, prominently
displayed on the first page thereof, to the effect that the Company
has not prepared, reviewed or participated in the preparation of
such Computational Materials or ABS Term Sheets, is not responsible
for the accuracy thereof and has not authorized the dissemination
thereof; and
(vi) all Collateral Term Sheets with respect to the Offered
Certificates furnished by the Underwriter to potential investors
contained and will contain a legend, prominently displayed on the
first page thereof, indicating that the information contained
therein will be superseded by the description of the Mortgage Loans
contained in the Prospectus and, except in the case of the initial
Collateral Term Sheet, that such information supersedes the
information in all prior Collateral Term Sheets.
Notwithstanding the foregoing, the Underwriter makes no representation or
warranty as to whether any Computational Materials or ABS Term Sheets (or any
written or electronic materials on which the Computational Materials or ABS Term
Sheets are based) included or will include any untrue statement resulting
directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error,
with respect to materials prepared after the receipt by the Underwriter from the
Company of notice of such Corrected Mortgage Pool Error or materials superseding
or correcting such Corrected Mortgage Pool Error).
<PAGE>
(c) The Underwriter acknowledges and agrees that the Company has not
authorized and will not authorize the distribution of any Computational
Materials or ABS Term Sheets with respect to the Offered Certificates to any
prospective investor, and agrees that any such Computational Materials and/or
ABS Term Sheets furnished to prospective investors shall include a disclaimer in
the form set forth in paragraph (b)(v) above. The Underwriter will not represent
to potential investors that any Computational Materials and/or ABS Term Sheets
with respect to the Offered Certificates were prepared or disseminated on behalf
of the Company.
(d) If, at any time when a prospectus relating to the Offered Certificates
is required to be delivered under the Act prior to 90 days from the date hereof,
it shall be necessary in the opinion of the Underwriter or its counsel to amend
or supplement the Prospectus as a result of an untrue statement of a material
fact contained in any Computational Materials or ABS Term Sheets provided by the
Underwriter pursuant to or as contemplated by this Section 8 or the omission to
state a material fact required, when considered in conjunction with the
Prospectus, to be stated therein or necessary to make the statements therein,
when read in conjunction with the Prospectus, not misleading, or if it shall be
necessary to amend or supplement any Current Report to comply with the Act or
the rules thereunder, the Underwriter, at its expense (or, if such amendment or
supplement is necessary due to a Mortgage Pool Error (except any Corrected
Mortgage Pool Error, with respect to materials prepared after the receipt by the
Underwriter from the Company of notice of such Corrected Mortgage Pool Error or
materials superseding or correcting such Corrected Mortgage Pool Error), at the
expense of the Company), shall promptly prepare and furnish to the Company for
filing with the Commission an amendment or supplement that will correct such
statement or omission or an amendment that will effect such compliance and shall
distribute such amendment or supplement to each prospective investor in the
Offered Certificates that received such information being amended or
supplemented. The Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company, that such
amendment or supplement will not include any untrue statement of a material fact
or, when read in conjunction with the Prospectus, omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. The Company shall have no obligation to file such amendment or
supplement if the Company determines that (i) such amendment or supplement
contains any untrue statement of a material fact or, when read in conjunction
with the Prospectus, omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading (it being
understood, however, that the Company shall have no obligation to review or pass
upon the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriters to the Company pursuant to this
paragraph (d)) or (ii) such filing is not required under the Act.
Notwithstanding the foregoing, the Underwriter makes no representation or
warranty as to whether any such amendment or supplement of Computational
Materials or ABS Term Sheets with respect to the Offered Certificates included
or will include any untrue statement resulting directly from any Mortgage Pool
Error (except any Corrected Mortgage Pool Error, with respect to materials
prepared after the receipt by the Underwriter from the Company of notice of such
Corrected Mortgage Pool Error or materials superseding or correcting such
Corrected Mortgage Pool Error).
<PAGE>
(e) If, at any time when a prospectus relating to the Offered Certificates
is required to be delivered under the Act prior to 90 days from the date hereof,
it shall be necessary in the opinion of the Company or its counsel to amend or
supplement the Prospectus as a result of an untrue statement of a material fact
contained in any Computational Materials or ABS Term Sheets provided by the
Underwriter pursuant to or as contemplated by this Section 8 or the omission to
state therein a material fact required, when considered in conjunction with the
Prospectus, to be stated therein or necessary to make the statements therein,
when read in conjunction with the Prospectus, not misleading, or if it shall be
necessary to amend or supplement any Current Report to comply with the Act or
the rules thereunder, the Company promptly will notify the Underwriter of the
necessity of such amendment or supplement, and the Underwriter, at its expense
(or, if such amendment or supplement is necessary due to a Mortgage Pool Error
(except any Corrected Mortgage Pool Error, with respect to materials prepared
after the receipt by the Underwriter from the Company of notice of such
Corrected Mortgage Pool Error or materials superseding or correcting such
Corrected Mortgage Pool Error), at the expense of the Company), shall promptly
prepare and furnish to the Company for filing with the Commission an amendment
or supplement that will correct such statement or omission or an amendment that
will effect such compliance and shall distribute such amendment or supplement to
each prospective investor in the Offered Certificates that received such
information being amended or supplemented. The Underwriter represents and
warrants to the Company, as of the date of delivery of such amendment or
supplement to the Company, that such amendment or supplement will not include
any untrue statement of a material fact or, when read in conjunction with the
Prospectus, omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. Notwithstanding the
foregoing, the Underwriter makes no representation or warranty as to whether any
such amendment or supplement of Computational Materials or ABS Term Sheets with
respect to the Offered Certificates included or will include any untrue
statement resulting directly from any Mortgage Pool Error (except any Corrected
Mortgage Pool Error, with respect to materials prepared after the receipt by the
Underwriter from the Company of notice of such Corrected Mortgage Pool Error or
materials superseding or correcting such Corrected Mortgage Pool Error).
9. Termination. This Agreement (with respect to a particular Certificate
Offering) and the related Terms Agreement shall be subject to termination in the
absolute discretion of the Underwriter, by notice given to the Company prior to
delivery of and payment for the related Offered Certificates, if prior to the
related Closing Date (i) trading in securities generally on the New York Stock
Exchange shall have been suspended or materially limited, (ii) a general
moratorium on commercial banking activities in New York shall have been declared
by either federal or New York State authorities, or (iii) there shall have
occurred any outbreak or material escalation of hostilities or other calamity or
crisis the effect of which on the financial markets of the United States is such
as to make it, in the reasonable judgment of the Underwriter, impracticable to
market such Offered Certificates.
<PAGE>
10. Representations and Indemnities to Survive Delivery. The agreements,
representations, warranties, indemnities and other statements of the Company and
Farmer Mac or its respective officers and of the Underwriter set forth in or
made pursuant to this Agreement and the related Terms Agreement will remain in
full force and effect, regardless of any investigation made by or on behalf of
the Underwriter, the Company or Farmer Mac or any of the officers, directors or
controlling persons referred to in Section 7 hereof, and will survive delivery
of and payment for the related Offered Certificates. The provisions of Section 7
hereof shall survive the termination or cancellation of this Agreement and the
related Terms Agreement.
11. Successors. This Agreement and the related Terms Agreement will inure
to the benefit of and be binding upon the parties hereto and thereto and their
respective successors and the officers, directors and controlling persons
referred to in Section 7 hereof, and their successors and assigns, and no other
person will have any right or obligation hereunder or thereunder. No purchaser
of any Offered Certificate from the Underwriter shall be deemed a successor or
assign by reason of such purchase.
12. APPLICABLE LAW. THIS AGREEMENT AND THE RELATED TERMS AGREEMENT
WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
13. Miscellaneous. This Agreement, as supplemented by the related Terms
Agreement, supersedes all prior and contemporaneous agreements and
understandings relating to the subject matter hereof. This Agreement and the
related Terms Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written agreement made by the
party against whom enforcement of the change, waiver, discharge or termination
is sought. The headings in this Agreement and the related Terms Agreement are
for purposes of reference only and shall not limit or otherwise affect the
meaning hereof or thereof.
14. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Underwriter, will be delivered
to it at the address first above written; or if sent to the Company or Farmer
Mac, will be delivered to 919 18th Street, N.W., Washington, D.C. 20006,
Attention: General Counsel.
<PAGE>
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 Company, Farmer Mac and the Underwriter.
Very truly yours,
FARMER MAC MORTGAGE SECURITIES
CORPORATION
By: /s/ Nancy E. Corsiglia
----------------------
Name: Nancy E. Corsiglia
Title: Vice President
FEDERAL AGRICULTURAL MORTGAGE
CORPORATION
By: /s/ Nancy E. Corsiglia
----------------------
Name: Nancy E. Corsiglia
Title: Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ Ricky Sanchez
--------------------------
Name: Ricky Sanchez
Title: Vice President
<PAGE>
Exhibit A
FARMER MAC MORTGAGE SECURITIES CORPORATION
Guaranteed Agricultural Mortgage-Backed Securities,
Series ____
Guaranteed by the Federal Agricultural Mortgage Corporation
TERMS AGREEMENT
(to Underwriting Agreement,
dated __________, ____
among the Company, Farmer Mac and the Underwriter)
[Date]
Farmer Mac Mortgage Securities Corporation
919 18th Street, N.W.
Washington D.C. 20006
Federal Agricultural Mortgage Corporation
919 18th Street, N.W.
Washington D.C. 20006
[Name of Underwriter] (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 _____ 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 _____
Certificates are registered with the Securities and Exchange Commission by means
of an effective Registration Statement (No. 333-______). Capitalized terms used
but not defined herein shall have the meanings given to them in the Underwriting
Agreement.
Section 1. 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 Section 1(a):
Class Principal Interest Class Purchase
Balance Rate Price Percentage
- -------------------------------------------------------------------------------
$ % %
<PAGE>
(b) The Offered Certificates shall have such other characteristics
as described in the related Prospectus.
Section 2. Purchase Price: The Purchase Price for each Class of the
Offered Certificates shall be the Class Purchase Price Percentage therefor
(determined as set forth in Section 1(a) above) of the initial Class Certificate
Principal Balance thereof plus accrued interest at the initial interest rate per
annum from and including the Cut-off Date up to, but not including, _________
__, ____ ("the Closing Date").
Section 3. Tax Treatment: [One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.]
<PAGE>
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, the Company and Farmer Mac.
Very truly yours,
[NAME OF ENTITY]
By:
-----------------------------------
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
FARMER MAC MORTGAGE SECURITIES
CORPORATION
By:
----------------------------------
Name:
Title:
FEDERAL AGRICULTURAL MORTGAGE
CORPORATION
By:
---------------------------------
Name:
Title:
<PAGE>
Exhibit B
[Federal Agricultural Mortgage Corporation Letterhead]
--------- --, ----
Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172
Re: Farmer Mac Guaranteed Agricultural
Mortgage-Backed Securities, Series ________
Ladies and Gentlemen:
I am the Vice President and General Counsel of the Federal Agricultural
Mortgage Corporation, a federally chartered instrumentality of the United States
("Farmer Mac"), and in such capacity have acted as counsel to Farmer Mac and
Farmer Mac Mortgage Securities Corporation, a Delaware corporation (the
"Company"), in connection with the issuance and sale of $__________ aggregate
principal amount of Guaranteed Agricultural Mortgage-Backed Securities, Series
__________ (the "Certificates"), to you (the "Underwriter") pursuant to the
Underwriting Agreement dated April 24, 2000 (the "Underwriting Agreement"), as
supplemented by the Terms Agreement dated _________ __, ____ (the "Terms
Agreement"), each by and among the Company, Farmer Mac and the Underwriter.
The Certificates have been issued pursuant to a Trust Agreement dated as
of June 1, 1996 (the "Trust Agreement"), as supplemented by an Issue Supplement
dated _________ __, ____ (the "Issue Supplement" and, together with the Trust
Agreement, the "Agreement"), by and among the Company, as depositor, Farmer Mac,
as guarantor, and U.S. Bank Trust National Association, as trustee (the
"Trustee").
In connection with rendering this opinion, I have examined and relied upon
original, or copies properly certified or otherwise identified to my
satisfaction as being in the form of original, documents of the following:
1. Title VIII of the Farm Credit Act of 1971, as amended (the
"Charter Act");
2. the Certificate of Incorporation of the Company, as amended
and presently in effect;
<PAGE>
3. the By-laws of each of the Company and Farmer Mac, as
amended and presently in effect;
4. signed copies of the Underwriting Agreement and Terms
Agreement;
5. signed copy of the Agreement;
6. signed copy of a Fiscal Agency Agreement, dated June 1, 1996
(the "Fiscal Agency Agreement"), between Farmer Mac and the
Federal Reserve Bank of New York, acting as fiscal agent on
behalf of the Federal Reserve Banks;
7. signed copies of each of the Selling and Servicing
Agreements (the "Sale Agreements") between Farmer Mac and
the sellers of loans to the Company;
8. signed copy of the Custodial Agreement, dated June 1, 1996
(the "Custodial Agreement"), between Farmer Mac and the
Trustee; and
9. certificates of officers of the Company and of Farmer Mac
and such other records, instruments and documents as I have
deemed necessary or appropriate for the purpose of this
opinion.
In arriving at the opinions expressed below, I have made such legal and
factual examinations and inquiries, and have examined and relied upon originals
or copies, certified or otherwise identified to my satisfaction, of such other
certificates, corporate records, agreements and other instruments and documents,
as I have deemed advisable or necessary for the purpose of rendering this
opinion.
Based upon the foregoing and my consideration of such other matters of
fact and questions of law as I have deemed relevant under the circumstances, I
am of the opinion that:
(i) Farmer Mac has been duly organized and is validly existing
as a federally chartered instrumentality of the United States,
pursuant to the Charter Act, and has statutory authority under
the Charter Act to enter into and perform its obligations
under the Agreement, the Underwriting Agreement, the Terms
Agreement, the Fiscal Agency Agreement, the Sale Agreements
and the Custodial Agreement and to consummate the transactions
contemplated thereby.
<PAGE>
(ii) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State
of Delaware and has corporate power and authority to enter
into and perform its obligations under the Agreement, the
Underwriting Agreement, the Terms Agreement and the Sale
Agreements and to consummate the transactions contemplated
thereby.
(iii) Each of the Underwriting Agreement and Terms Agreement has
been duly authorized, executed and delivered by Farmer Mac and
the Company.
(iv) The Agreement has been duly authorized, executed and delivered
by the Company and each of the Agreement, the Fiscal Agency
Agreement, the Sale Agreements and the Custodial Agreement has
been duly authorized, executed and delivered by Farmer Mac,
and each constitutes a legal, valid and binding obligation of
Farmer Mac or the Company, as applicable, in accordance with
its terms, subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of
creditors' rights generally, as to enforceability to general
principles of equity, regardless of whether enforcement is
sought in a proceeding in equity or at law.
(v) Neither the execution nor the delivery of the Agreement, the
Underwriting Agreement, the Terms Agreement, the Fiscal Agency
Agreement, the Sale Agreements and the Custodial Agreement nor
the consummation of the transactions contemplated thereby, nor
the fulfillment of the terms thereof, will conflict with or
violate the Charter Act or the by-laws of Farmer Mac or the
Company, as applicable, or, to the best of my knowledge,
conflict with or violate, result in a breach of or constitute
a default under, any terms of any statute currently applicable
to Farmer Mac or the Company or, to the best of my knowledge,
any order or regulation currently applicable to Farmer Mac or
the Company of any court, regulatory body, administrative
agency or governmental body having jurisdiction over Farmer
Mac, or the terms of any indenture or other agreement or
instrument known to me to which Farmer Mac or the Company is a
party or by which either is bound.
(vi) No consent, approval, authorization or order of any regulatory
or supervisory authority of the United States or any state or
jurisdiction is required for the performance by Farmer Mac or
the Company of the transactions contemplated in the Agreement,
the Underwriting Agreement, the Terms Agreement, the Fiscal
Agency Agreement, the Sale Agreements and the Custodial
Agreement, except for those consents, approvals,
authorizations or orders which previously have been obtained.
<PAGE>
(vii) When duly issued and outstanding, the Certificates will be
entitled to the benefits of the Agreement and the Farmer Mac
Guarantee to the extent described in the Issue Supplement.
(viii)There are no legal or governmental actions, investigations or
proceedings pending to which either Farmer Mac or the Company
is a party, or, to the best of my knowledge, threatened
against either Farmer Mac or the Company, (A) asserting the
invalidity of the Agreement, the Underwriting Agreement, the
Terms Agreement, the Fiscal Agency Agreement, the Sale
Agreements or the Custodial Agreement, (B) which might
materially and adversely affect the performance by either
Farmer Mac or the Company of its respective obligations under,
or the validity or enforceability of, the Agreement, the
Underwriting Agreement, the Terms Agreement, the Fiscal Agency
Agreement, the Sale Agreements or the Custodial Agreement or
the Farmer Mac Guarantee.
(ix) The Farmer Mac Guarantee is a security issued by an
instrumentality of the United States and is, therefore, exempt
from registration pursuant to Section 3(a)(2) of the
Securities Act of 1933, as amended.
In rendering the opinions set forth above, I do not express any
independent opinion concerning law other than the Delaware General Corporation
Law, the laws of the District of Columbia and the federal law of the United
States of America.
This opinion is delivered to you pursuant to the Underwriting Agreement
and in connection with the transactions contemplated thereby and may not be
relied upon by you or any other person in any other context without my prior
written consent, except that Andrews & Kurth L.L.P. may rely on this opinion for
purposes of its opinion of even date herewith. This opinion is given as of the
date hereof and I assume no obligation to advise you of changes that may
thereafter be brought to my attention.
Very truly yours,
Jerome G. Oslick
Vice President and General Counsel
<PAGE>
Exhibit C
[Andrews & Kurth L.L.P. Letterhead]
--------- --, ----
Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172
Re: Farmer Mac Mortgage Securities Corporation
Guaranteed Agricultural Mortgage-Backed Securities,
Series _________
Ladies and Gentlemen:
We are acting as special counsel to the Federal Agricultural Mortgage
Corporation, a federally chartered instrumentality of the United States ("Farmer
Mac"), and Farmer Mac Mortgage Securities Corporation, a Delaware corporation
and a wholly owned subsidiary of Farmer Mac (the "Company"), in connection with
the transactions described in the Underwriting Agreement, dated April 24, 2000,
as supplemented by a Terms Agreement, dated _________ __, ____ (the "Terms
Agreement" and, together with such Underwriting Agreement, the "Underwriting
Agreement"), among Farmer Mac, the Company and Donaldson, Lufkin & Jenrette
Securities Corporation (the "Underwriter"), providing for the purchase by the
Underwriter of the Guaranteed Agricultural Mortgage-Backed Securities, Series
_________ (the "Certificates") issued pursuant to a Trust Agreement, dated as of
June 1, 1996, as supplemented by an Issue Supplement, dated _________ __, ____
(the "Issue Supplement" and, together with such Trust Agreement, the "Trust
Agreement"), among Farmer Mac, the Company and U.S. Bank Trust National
Association, a national banking association, as successor in interest to First
Trust National Association, as trustee (the "Trustee"). With your permission,
all assumptions and statements of reliance herein have been made without any
independent investigation or verification on our part except to the extent
otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.
<PAGE>
In connection therewith, the Company has filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3
(Registration Number 333-80805) on September 29, 1999 under the Securities Act
of 1933, as amended (the "Act"). Such Registration Statement, in the form in
which it became effective on September 30, 1999 (inclusive of any documents
subsequently incorporated therein), is referred to herein as the "Registration
Statement." Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Underwriting Agreement or Trust Agreement
as appropriate.
In connection with this opinion, we have (i) investigated such questions
of law, (ii) examined originals or certified, conformed or reproduction copies
of such agreements, instruments, documents and records of Farmer Mac and the
Company, (iii) examined such certificates of public officials, officers or other
representatives of Farmer Mac and the Company, and other persons, and such other
documents, and (iv) reviewed such information from officers and representatives
of Farmer Mac and the Company and others, as we have deemed necessary or
appropriate for the purposes of this opinion. We have examined, among other
documents, the following:
a. Title VIII of the Farm Credit Act of 1971, as amended;
b. A copy of the Registration Statement;
c. A copy of the Prospectus, dated __________ __, ____, as
supplemented by a Prospectus Supplement (the "Supplement"), dated ______________
__, ____, relating specifically to the Certificates (exclusive of any documents
incorporated therein, and as supplemented by such Supplement, the "Prospectus");
d. An executed copy of the Underwriting Agreement; and
e. An executed copy of the Trust Agreement.
In all such examinations, we have assumed the legal capacity of all
natural persons executing documents, the genuineness of all signatures, the
authenticity of original and certified documents, and the conformity to original
or certified documents of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the opinions
expressed herein, we have relied upon, and assumed the accuracy of, the
representations and warranties contained in the Underwriting Agreement and
certificates and oral or written statements and other information of or from
public officials, officers or other representatives of Farmer Mac and the
Company, and others, and assumed compliance on the part of all parties to the
Underwriting Agreement with their covenants and agreements contained therein.
To the extent it may be relevant to the opinions expressed herein, we have
assumed that the parties to the Underwriting Agreement and the Trust Agreement
other than Farmer Mac and the Company have the power to enter into and perform
such agreements and that such agreements have been duly authorized, executed and
delivered by, and constitute the valid and binding obligations of, such parties.
<PAGE>
Based on the foregoing, and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that:
1. The Registration Statement has become effective under the Act and, to
our knowledge, no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or threatened by the Commission.
2. The Registration Statement and the Prospectus, and each supplement or
amendment thereto (other than the financial, statistical, numerical or
quantitative data contained therein), as of their respective effective or issue
dates, as the case may be, appeared on their face to be responsive as to form in
all material respects with the requirements of the Act and the rules and
regulations thereunder.
3. The Underwriting Agreement has been duly authorized, executed and
delivered by Farmer Mac and the Company.
4. The Trust Agreement has been duly authorized, executed and delivered by
Farmer Mac and the Company and constitutes a valid and binding agreement of
Farmer Mac and the Company, enforceable against Farmer Mac and the Company in
accordance with its terms.
5. The Certificates will, when issued and delivered in accordance with the
terms of the Trust Agreement, be validly issued and outstanding and entitled to
the benefits of such Trust Agreement.
6. The Certificates and the Trust Agreement conform in all material
respects to the descriptions thereof contained in the Prospectus under the
caption "Description of the Certificates" and "Description of the Agreements."
7. The statements contained in the Prospectus under the captions "ERISA
Considerations" and "Legal Investment," insofar as such statements purport to
summarize federal laws of the United States referred to thereunder or legal
conclusions with respect thereto, fairly summarize the information disclosed
therein in all material respects; the statements contained in the Prospectus
under the caption "Selected Legal Aspects of Qualified Loans and Other Matters,"
insofar as such statements purport to summarize federal laws of the United
States referred to thereunder or legal conclusions with respect thereto, fairly
summarize the information disclosed therein under existing law and the
assumptions stated therein in all material respects.
8. The Trust Agreement is not required to be qualified under the Trust
Indenture Act of 1939, as amended, and the trust created by the Trust Agreement
is not required to be registered under the Investment Company Act of 1940, as
amended.
<PAGE>
9. The Trust Fund established by the Trust Agreement will be classified as
a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle
A of the Internal Revenue Code of 1986, as amended; and the statements contained
in the Prospectus under the captions "Material Federal Income Tax Consequences"
and "Federal Income Tax Consequences," insofar as such statements relate to the
Certificates and purport to summarize federal laws of the United States referred
to thereunder or legal conclusions with respect thereto, fairly summarize the
information disclosed therein in all material respects.
In addition, in rendering the options set forth in paragraphs (3) and (4)
above we, with your consent, have relied solely upon the opinion, of even date
herewith, of Jerome S. Oslick furnished to the Underwriter pursuant to Section
6(b) of the Underwriting Agreement as to the due authorization, execution and
delivery by Farmer Mac and the Company of the agreements referred to therein, a
copy of which is attached hereto; and in rendering the opinion set forth in
paragraph (9) we have assumed that all servicing fees represent reasonable
compensation for the services performed.
In the course of the Company's preparation of the Supplement, we attended
conferences with certain of the officers of, and the independent public
accountants for, the Company, at which the contents of the Prospectus were
discussed. Given the limitations inherent in the independent verification of
factual matters and the character of determinations involved in the registration
process, we are not passing upon or assuming any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, except insofar as such statements
relate to us and except to the extent set forth in the opinions in paragraphs 6,
7 and 9 above. In particular, without limiting the generality of the foregoing,
we have not reviewed the loan files with respect to the Qualified Loans. Subject
to the foregoing and on the basis of the information we gained in the course of
the performance of the services referred to above, no facts have come to our
attention that cause us to believe that the Registration Statement, as of the
time Farmer Mac's Annual Report on Form 10-K for the fiscal year ended December
31, 1999 was filed with the Commission or as of the date of execution of the
Terms Agreement, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading, or that the Prospectus, as of the
date of the execution of the Terms Agreement or as of the date hereof, included
or includes an untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. We express no view
or belief, however, with respect to financial, statistical, numerical or
quantitative data included in or omitted from the Registration Statement or
Prospectus.
The opinions set forth above are subject to the following qualifications:
(A) We express no opinion as to the validity, binding effect or
enforceability of any provision of the Trust Agreement relating to
indemnification or contribution.
(B) Our opinions above are subject to the following:
(i) bankruptcy, insolvency, reorganization, moratorium or other
laws now or hereafter in effect affecting creditors' rights generally;
(ii) general principles of equity (including, without limitation,
standards of materiality, good faith, fair dealing and reasonableness)
whether such principles are considered in a proceeding in equity or at
law; and
(iii) the application of any applicable fraudulent conveyance,
fraudulent transfer, fraudulent obligation, or preferential transfer law
or any law governing the distribution of assets of any person.
The opinions expressed herein are limited to the federal laws of the
United States of America, the laws of the District of Columbia and the Delaware
General Corporation Law, as currently in effect. We assume no obligations to
supplement this letter if any applicable laws change after the date hereof or if
we become aware of any facts herein after the date hereof.
The opinions expressed herein are solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person and may not be
quoted in whole or in part without our prior written consent.
Very truly yours,
<PAGE>
EXHIBIT 1.2.1
Terms Agreement
<PAGE>
FARMER MAC MORTGAGE SECURITIES CORPORATION
Guaranteed Agricultural Mortgage-Backed Securities,
Series 04/26/00-A
Guaranteed by the Federal Agricultural Mortgage Corporation
TERMS AGREEMENT
(to Underwriting Agreement,
dated April 25, 2000
among the Company, Farmer Mac and the Underwriter)
April 26, 2000
Farmer Mac Mortgage Securities Corporation
919 18th Street, N.W.
Washington D.C. 20006
Federal Agricultural Mortgage Corporation
919 18th Street, N.W.
Washington D.C. 20006
Donaldson, Lufkin & Jenrette Securities Corporation (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 4/26/00-A 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 4/26/00-A Certificates are registered
with the Securities and Exchange Commission by means of an effective
Registration Statement (No. 333-80805). Capitalized terms used but not defined
herein shall have the meanings given to them in the Underwriting Agreement.
Section 1. 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 Section 1(a):
Class Principal Interest Class Purchase
Balance Rate Price Percentage
- -------------------------------------------------------------------------------
HM1021 $11,135,643 8.314% 100.978%
<PAGE>
(b) The Offered Certificates shall have such other characteristics
as described in the related Prospectus.
Section 2. Purchase Price: The Purchase Price for each Class of the
Offered Certificates shall be the Class Purchase Price Percentage therefor
(determined as set forth in Section 1(a) above) of the initial Class Certificate
Principal Balance thereof plus accrued interest at the initial interest rate per
annum from and including the Cut-off Date up to, but not including, April 26,
2000 ("the Closing Date").
<PAGE>
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, the Company and Farmer Mac.
Very truly yours,
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ Karey Geddes
-----------------------------------
Name: Karey Geddes
Title: Authorized Signatory
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
FARMER MAC MORTGAGE SECURITIES
CORPORATION
By: /s/ Nancy E. Corsiglia
-------------------------
Name: Nancy E. Corsiglia
Title: Vice President
FEDERAL AGRICULTURAL MORTGAGE
CORPORATION
By: /s/ Nancy E. Corsiglia
-------------------------
Name: Nancy E. Corsiglia
Title: Vice President
<PAGE>
EXHIBIT 4.3.2
Issue Supplement
<PAGE>
EXECUTION
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
ISSUE SUPPLEMENT
Dated as of April 1, 2000
TO TRUST AGREEMENT
FOR GRANTOR TRUSTS
Dated as of June 1, 1996
for
GUARANTEED AGRICULTURAL MORTGAGE-BACKED SECURITIES
Series Designation Issue Date
------------------ ----------
Series 4/26/00-A April 26, 2000
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 ("Farmer Mac"), Farmer Mac Mortgage
Securities Corporation, a corporation organized and existing under the laws of
the State of Delaware (the "Depositor"), and U.S. Bank Trust National
Association, a national banking association (the "Trustee"), as successor in
interest to 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 April 1, 2000 (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 Farmer 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
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 Distribution Date,
the sum of
(a) all interest accrued at the Certificate Interest Rate during the
preceding Interest Accrual Period on the Class Certificate Principal
Balance immediately preceding such Distribution Date; and
(b) the Principal Distribution Amount on such Distribution Date.
Certificate Interest Rate: For each 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.
Certificate Principal Balance: As to any Certificate, prior to the 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, a fraction
the numerator of which is (i) the aggregate of the Denominations of all
Certificates 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.
Certificateholder or Holder: As to any Certificates, the record owner on
the appropriate Reserve Bank's books.
Class Certificate Principal Balance: At any time, the aggregate of the
Certificate Principal Balances of all Certificates.
Distribution Date: The 25th day of each month (or if such 25th day is not
a Business Day, the Business Day immediately following), commencing on May 25,
2000.
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: The Distribution Date specified in Section 4 of
this Issue Supplement.
Prepayment Period: As to each Distribution Date, the preceding Due Period.
Principal Distribution Amount: With respect to each Distribution Date,
the sum of
(a) all Curtailments received with respect to the Qualified Loans
in the Qualified Loan Pool during the preceding Prepayment Period;
(b) the Scheduled Principal Balance of each Qualified Loan in the
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;
(c) the principal component of each Installment Payment due in
respect of each Qualified Loan included in the Qualified Loan Pool during
the preceding Due Period; and
(d) if such Distribution Date is the Final Distribution Date, any
amount by which the Class Certificate Principal Balance 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, which identifies 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.
Closing Date: April 26, 2000.
Cut-Off Date: April 1, 2000.
Interest Accrual Period: As to each 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, 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 Farmer
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 Qualified Loan.
Qualified Loan Pool: The group 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. Class of Certificates; Distributions on Certificates. The
Series of Certificates authorized by the Trust Agreement and this Issue
Supplement shall be comprised of one Class of Certificates having the terms and
provisions hereinafter set forth. The Class designation, original Class
Certificate Principal Balance and Final Distribution Date shall be as follows:
Original Class
Designation Certificate Principal Final Distribution Date
Balance
--------------------------------------------------------------------
Class HM1021 $11,135,643 April 25, 2030
On each Distribution Date, Farmer Mac shall distribute the related
Certificate Distribution Amount to the Certificateholders 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 shall be applied on a pro rata basis among the Certificates.
<PAGE>
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. 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 Farmer Mac and
the Trustee created hereby shall terminate upon the distribution to all
Certificateholders of all amounts required to be distributed hereunder
upon (i) the repurchase by Farmer 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 Farmer Mac pursuant to the Farmer
Mac Guarantee on the Final Distribution Date of an amount sufficient to
reduce the Class Certificate Principal Balance 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 Joseph P. Kennedy, 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 Farmer 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, and the proceeds of any such repurchase shall be
distributed to Certificateholders 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, Farmer Mac shall make
available to financial publications and electronic services notice for the
benefit of Certificateholders 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."
<PAGE>
Section 7. 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' 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 Farmer Mac herein as to matters
relating to the Qualified Loans."
* * * * * * * * * * *
<PAGE>
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/ Nancy E. Corsiglia
---------------------------------
Attest: /s/Jerome G. Oslick Nancy E. Corsiglia
Vice President
FARMER MAC MORTGAGE
SECURITIES CORPORATION
[SEAL]
By: /s/ Nancy E. Corsiglia
------------------------------
Attest: /s/Jerome G. Oslick Nancy E. Corsiglia
Vice President
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
[SEAL]NO CORPORATE SEAL
By: /s/ Eve D. Kaplan
------------------------------
Eve D. Kaplan
Attest: /s/Lori Ann Rosenberg Vice President
