Exhibit 1.2
RESECURITIZATION PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: July 27, 1999
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of July 27, 1999 (the "Underwriting
Agreement")
Ladies and Gentlemen:
The undersigned (being herein called the "Underwriters"), understand
that ABN AMRO Mortgage Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell $47,753,042 original principal amount of
Resecuritization Pass-Through Certificates described below (the "Certificates").
The Certificates will be issued under a Pooling Agreement dated as of July 1,
1999 between the Company, as depositor, and The First National Bank of Chicago,
as trustee. The terms of the Certificates are summarized below and are more
fully described in the Company's Prospectus dated July 27, 1999, as supplemented
by the Prospectus Supplement dated July 27, 1999 prepared with respect to the
Certificates.
All the provisions (including defined terms) contained in the
Underwriting Agreement are incorporated by reference herein in their entirety
and shall be deemed to be part of this Terms Agreement to the same extent as if
such provisions had been set forth in full herein. The Closing Time referred to
in Section 2 of the Underwriting Agreement shall be 10:00 a.m., Chicago,
Illinois time, on July 30, 1999. Subject to the terms and conditions set forth
or incorporated by reference herein, the Company hereby agrees to sell and the
Underwriters agree to purchase, severally and not jointly, the original
principal amount of Certificates set in Exhibit I hereto at the purchase price
set forth below.
The Underwriters will offer the Certificates for sale upon the terms
and conditions set forth in the Prospectus.
Subject to the terms and conditions set forth or incorporated by
reference herein, the Underwriters will pay for the Certificates at the time and
place and in the manner set forth in the Underwriting Agreement.
Series Designation: ABN AMRO Mortgage Corporation,
Resecuritization Pass-Through Certificates,
Series 1999-RS1
Terms of the Certificates and Underwriting Compensation:
Original
Classes or Principal Remittance Price to
Components Amount* Rate Public
---------- --------- ---------- --------
Class A $22,802,942.00 (1) **
A-1-C $15,582,530.00*** 8.00% n/a
A-2-C $7,220,0412.00*** 0.00% n/a
A-3-C (2) 8.00% n/a
Class B-1 $10,960,000.00 8.00% **
Class B-2 $8,214,000.00 8.00% **
Class B-3 $5,776,000.00 8.00% **
Class R $100.00 8.00% **
* Approximate. They are based on the aggregate principal balance
of the Pooled Securities after giving effect to distributions
thereon on the Pooled Security Distribution Date for June
1999. The actual balances of the Certificates will be lower
than the amount indicated as a result of payments made on the
Pooled Securities on the Pooled Security Distribution Date for
July 1999, which will not be distributed to the Trust. Subject
to permitted variance in each case of plus or minus 5%.
** The Certificates are being offered by the Underwriters from
time to time in negotiated transactions or otherwise at
varying prices to be determined, in each case, at the time of
sale.
*** Component Principal Balance. The sum of the Component A-1-C
and Component A-2-C Principal Balance is equal to the Class A
Principal Balance.
(1) The Class A Certificates will be comprised of three components
having the characteristics described in the table above.
(2) The initial Component A-3-C notional amount will be
approximately
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$228,999.00.
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Certificate Rating:
The Class B-1, Class B-2 and Class B-3 Certificates will each
be rated "BBB" by Duff & Xxxxxx Credit Rating Co. ("DCR"), and
the Class A Certificates and Class R Certificate will be rated
not less than "A-" by DCR.
REMIC Election:
The Company intends to cause the Pool to be treated as a
REMIC.
Credit Enhancement:
Senior/Subordinate structure.
Cut-off Date:
The Cut-off Date is June 25, 1999, although the distribution
received on the Pooled Security Distribution Date for July
1999 will not be distributed to the Trust.
Remittance Date:
The 2nd business day of each month after the 25th day of each
month, or if the 25th day is not a business day, the business
day immediately following commencing in August 1999.
Purchase Price:
The purchase price payable by the Underwriters for the
Certificates is 91.41% of the aggregate principal balance of
the Certificates as of the Closing Date. Payment of the
purchase price shall be made to the Company by delivery of the
Pooled Securities to the Company or its designee on or before
the Closing Date.
Underwriting Commission:
Notwithstanding anything to the contrary in the Underwriting
Agreement, no additional underwriting commission shall be
payable by the Company to the Underwriters in connection with
the purchase of the Certificates.
Information Provided by Underwriters:
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In addition to the information referred to in Section 6(b) of
the Underwriting Agreement, the information contained (i) in
Appendix V to the Prospectus Supplement and (ii) in the table
entitled "Sensitivity of Pre-Tax Yield to Maturity of the
Class A Certificates to Principal Prepayments at an Assumed
Purchase Price of 86.00%" under the caption "Prepayment and
Yield Considerations--Yield Considerations of the Class A
Certificates" in the Prospectus Supplement.
Monthly Remittance Report:
The monthly remittance report referred to in Section 10(k) of
the Underwriting Agreement shall be the monthly remittance
report for the June 25, 1999 distribution date on the
Underlying Certificates.
Payment of Expenses:
In addition to the expenses referred to in Section 5 of the
Underwriting Agreement, Xxxxxxxxx, Lufkin & Xxxxxxxx
Securities Corporation will pay or cause to be paid a fee
relating to the establishment of the Company's shelf
registration equal to the product of 6/32 multiplied by the
aggregate principal balance of the Certificates.
Closing Date and Location:
July 30, 1999 at the Chicago, Illinois offices of Xxxxx, Xxxxx
& Xxxxx.
Classes To Be Listed on New York Stock Exchange:
Class B-2 and Class B-3 Certificates.
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Please confirm your agreement by having an authorized Officer
sign a copy of this Agreement in the space set forth below and returning a
signed copy to us.
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
ABN AMRO INCORPORATED
By: /s/ Xxxxx Xxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxx
Title: First Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
ABN AMRO NORTH AMERICA, INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Exhibit I
Original
Principal
Amount of
Name Certificates
---- ------------
A $22,802,942.00
B-1 $10,960,000.00
B-2 $ 8,214,000.00
B-3 $ 5,776,000.00
R $ 100.00
--------------
TOTAL $47,753,042.00
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