PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: August 24, 1998
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of March 27, 1998 (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 $330,179,287 original principal amount of Pass-Through
Certificates described below (the "Certificates"). The Certificates will be
issued under a Pooling and Servicing Agreement dated as of August 1, 1998 among
the Company as depositor, LaSalle Home Mortgage Corporation as servicer and
Chase Bank of Texas, National Association 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 9:00 a.m., Chicago, Illinois
time, on August 26, 1998. 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.
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: 1998-3
TERMS OF THE CERTIFICATES AND UNDERWRITING COMPENSATION:
Original
Principal Remittance Price to
Classes Amount Rate* Public
------- --------- ---------- --------
Class A-1 $ 53,863,388 6.750%
Class A-2 $ 16,343,000 7.000%
Class A-3 $ 31,807,248** 6.750%
Class A-4 $ 131,221,234 6.750%
Class A-5 $ 84,232,214 6.750%
Class A-6 $ 605,297 ***
Class A-X $ 18,344,272**** 6.750%*****
Class A-P $ 623,756**** ******
Class M $ 7,156,103 6.750%
Class B-1 $ 2,829,158 6.750%
Class B-2 $ 1,497,789 6.750%
Class R******* $ 100 6.750%
* Interest distributed to the Offered Certificates on each
Distribution Date will have accrued during the preceding calendar
month at the applicable per annum Remittance Rate (as defined in
the Prospectus Supplement).
** Generally not entitled to receive principal until the Distribution
Date occurring in September 2003.
*** Not entitled to receive distributions of interest.
**** Pennies removed for purposes of delivery to DTC.
***** Will accrue interest on the Class A-X Notional Amount. Will not be
entitled to receive distributions of principal.
****** Will not be entitled to distributions of interest and will only
receive principal in respect of the Loans with Pass-Through Rates
that are less than 6.750% per annum.
******* Will be comprised of two Components, Component R-1, which
represents the sole residual interest in REMIC I (as defined in the
Prospectus Supplement), and Component R-2, which represents the
sole residual interest in REMIC II (as defined in the Prospectus
Supplement).
CERTIFICATE RATING:
It is a condition to the issuance of the Certificates that the
Class A and Class R Certificates each be rated "AAA" (except for the Class
A-6, Class A-P and Class A-X Certificates, which will be rated "AAAr") by
Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P") and
"AAA" by Fitch IBCA, Inc. ("Fitch"), that the Class M Certificates be rated
not less than "AA" by Fitch, that the Class B-1 Certificates be rated not
less than "A" by Fitch; and that the Class B-2 Certificates be rated not less
than "BBB" by Fitch.
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 II and REMIC I.
CREDIT ENHANCEMENT:
Senior/Subordinated: Shifting interest
CUT-OFF DATE:
The Cut-off Date is August 1, 1998.
REMITTANCE DATE:
The 25th day of each month (or, if such 25th day is not a business
day, the business day immediately following) commencing September 1998.
PURCHASE PRICE:
The purchase price payable by the Underwriters for the Certificates is
100.17% of the aggregate principal balance of the Certificates as of the Closing
Date plus accrued interest from August 1, 1998 up to but not including 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 Underwriter in connection with the purchase of the Certificates.
CLOSING DATE AND LOCATION:
August 26, 1998 at the Chicago, Illinois offices of Xxxxx, Xxxxx &
Xxxxx.
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, LUFKIN & XXXXXXXX
SECURITIES CORPORATION
By: /S/
----------------------------------
Name:
Title:
ABN AMRO INCORPORATED
By: /S/
----------------------------------
Name:
Title:
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /S/
--------------------------------
Name:
Title:
STANDARD FEDERAL BANCORPORATION, INC.
By: /S/
--------------------------------
Name:
Title:
EXHIBIT I
Original
Principal
Amount of
Name Certificates
---- ------------
XXXXXXXXX, LUFKIN & XXXXXXXX 100% of the Certificates
SECURITIES CORPORATION
Total $330,179,287
