MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: July 24, 2002
To: ABN AMRO Mortgage Corporation
Re: Underwriting Agreement, dated as of May 22, 2002 (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 approximately $286,839,418 original principal amount
of Multi-Class Mortgage Pass-Through Certificates described below (the
"Certificates"). The Certificates will be issued under a Pooling and Servicing
Agreement dated as of July 1, 2002 among the Company as depositor, ABN AMRO
Mortgage Group, Inc., as servicer and JPMorgan Chase Bank, as trustee. The terms
of the Certificates are summarized below and are more fully described in the
Company's Prospectus Supplement 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., New York, New
York time, on July 25, 2002 and the location of the closing shall be the New
York, New York offices of Xxxxxxx Xxxxxxxx & Xxxx. The opinion referred to in
Section 4(b) of the Underwriting Agreement shall be delivered by Xxxxxxx
Xxxxxxxx & Wood, as counsel for the Company. 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
respective original principal amounts of Certificates set forth opposite their
names 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 and the Prospectus Supplement.
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.
The Underwriters will pay their pro rata share (based upon the
principal amount of Offered Certificates each of the Underwriters has agreed to
purchase as indicated on Exhibit I hereto) of all fees and expenses relating to
any letter of independent certified public accountants delivered in connection
with the Computational Materials.
Series Designation:
-------------------
ABN AMRO Mortgage Corporation Multi-Class Mortgage Pass-Through
Certificates, Series 2002-6.
Terms of the Certificates and Underwriting Compensation:
--------------------------------------------------------
Original Principal or Notional
Class Amount* Remittance Rate Price to Public
----- ------- --------------- ---------------
A-1 $85,263,000 6.00% **
A-2 $50,000,000 5.80% **
A-3 $50,000,000 5.70% **
A-4 $10,703,000 6.00% **
A-5 $41,000,000 (1) **
A-6 $41,000,000 (1) **
A-7 $13,511,000 6.50% **
A-8 $3,151,230 6.50% **
A-9 $28,700,000 6.50% **
A-10 $100,000 6.50% **
A-P $637,318 *** **
A-X $10,607,035 6.50% **
M $4,040,000 6.50% **
B-1 $1,731,000 6.50% **
B-2 $1,154,000 6.50% **
R $100 6.50% **
-----------------------------------------------------------------------------------------------------------------
* Approximate. Subject in the case of each Class to a permitted variance 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.
*** The Class A-P Certificates are principal-only certificates and are not
entitled to payments of interest.
(1) The Certificate Rate for certificates with variable rates of interests are
set forth in the table below:
Class Formula Initial Maximum Minimum
----- ------- ------- ------- -------
Class A-5 LIBOR + 0.50% 2.34% 9.00% 0.50%
Class A-6 8.50% - LIBOR 6.66% 8.50% 0.00%
2
Certificate Rating:
-------------------
Xxxxx'x Investors Service, Inc. ("Moody's") and Fitch Ratings ("Fitch")
shall each assign a rating of not less than "Aaa" and "AAA," respectively, to
the Class A Certificates, other than, in the case of Moody's, the Class A-10
Certificates. Moody's shall assign a rating of not less than "Aa2" to the Class
A-10 Certificates. Fitch shall assign a rating of not less than "AAA" to the
Class R Certificate. Fitch shall assign a rating of not less than "AA" to the
Class M Certificates. Moody's and Fitch shall each assign a rating of not less
than "A2" and "A," respectively, to the Class B-1 Certificates. Moody's and
Fitch shall each assign a rating of not less than "Baa2" and "BBB,"
respectively, to the Class B-2 Certificates.
REMIC Election:
---------------
The Company intends to cause an election to be made to treat REMIC I
and REMIC II as "real estate mortgage investment conduits" (each, a "REMIC") for
federal income tax purposes. All of the Certificates issued by REMIC I and REMIC
II, other than the Class R Certificate, will represent ownership of REMIC
"regular interests". The Class R Certificate will represent ownership of the
REMIC "residual interest" in REMIC I and REMIC II.
Credit Enhancement:
-------------------
Senior/Subordinated: Shifting interest.
Cut-off Date:
-------------
The Cut-off Date is July 1, 2002.
Distribution Date:
------------------
The 25th day of each month, or if such 25th day is not a Business Day,
the first Business Day immediately following, commencing in August 2002.
Purchase Price:
---------------
The purchase price payable by the Underwriters for the Certificates is
approximately 101.71875% of the aggregate principal balance of the Certificates
as of the Closing Date plus accrued interest, as applicable, from July 1, 2002
up to but not including the Closing Date.
Information Provided By Xxxxxx Brothers:
----------------------------------------
The information described in the last sentence of Section 6(b) of the
Underwriting Agreement constitutes information furnished in writing by Xxxxxx
Brothers on behalf of the Underwriter expressly for use in the Registration
Statement relating to such Series of Certificates as originally filed or in any
amendment thereof, any related preliminary prospectus or the Prospectus or in
any amendment thereof or supplement thereto, as the case may be.
3
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.
Closing Date and Location:
--------------------------
July 25, 2002 at the New York, New York offices of Xxxxxxx Xxxxxxxx &
Xxxx.
4
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.
XXXXXX BROTHERS INC.
By: /s/: Xxxxxxx Xxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
ABN AMRO FINANCIAL SERVICES, INC.
By: /s/: Xxxxx Xxxxxxx
-------------------------
Name: Xxxxx Xxxxxxx
Title: First Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/: Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
ABN AMRO NORTH AMERICA, INC.
By: /s/: Xxxxxx X. Xxxxx
--------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
By: /s/: Xxxxx Xxxxxxxx
--------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
Exhibit I
---------
Name Original Principal Amount of Certificates
---- -----------------------------------------
XXXXXX BROTHERS INC. 100%
Total: $286,839,418
