PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: December 21, 2001
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of August 29, 2001 (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 $1,495,699,676 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 December 1,
2001 among the Company as depositor, ABN AMRO Mortgage Group, Inc. as servicer
and The Chase Manhattan 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 9:00 a.m., Chicago, Illinois
time, on December 21, 2001. 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: 2001-8
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Terms of the Certificates and Underwriting Compensation:
-------------------------------------------------------
Original Principal or
Classes Notional Amount Remittance Rate(1) Price to Public
------- --------------- --------------- ---------------
Class IA-1 $150,000,000 6.50% *
Class IA-2 $100,000,000 6.25% *
Class IA-3 $50,000,000 Adjustable Rate(5) *
Class IA-4 $50,000,000(2) Adjustable Rate(5) *
Class IA-5 $38,632,000 6.75% *
Class IA-6 $30,000,000 6.75% *
Class IA-7 $42,500,000 6.75% *
Class IIA-1 $111,500,000 6.50% *
Class IIA-2 $29,869,000 6.50% *
Class IIA-3 $17,400,000 6.50% *
Class IIA-4 $10,000,000 6.50% *
Class IIIA-1 $100,000,000 6.50% *
Class IIIA-2 $16,140,000 6.50% *
Class IIIA-3 $9,204,000 6.50% *
Class IIIA-4 $17,500,000 6.50% *
Class IVA-1 $175,000,000 6.25% *
Class IVA-2 $90,000,000 6.00% *
Class IVA-3 $50,000,000 Adjustable Rate(5) *
Class IVA-4 $50,000,000(2) Adjustable Rate(5) *
Class IVA-5 $18,268,000 6.50% *
Class IVA-6 $28,123,000 6.50% *
Class IVA-8 $53,000,000 6.50% *
Class IVA-9 $10,000,000 6.00% *
Class IVA-10 $12,500,000 6.00% *
Class VA-1 $25,000,000 6.25% *
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Class VA-2 $88,854,000 6.50% *
Class VA-3 $85,738(2) 6.50% *
Class VIA-1 $68,549,000 6.00% *
Class VIA-2 $68,549,000 6.25% *
Class 1A-7 $42,717,000 (3) *
Component Class 1A-7-1 $10,441,000 6.50% *
Component Class 1A-7-1 $32,276,000 6.50% *
Class 1A-P $4,064,339 (3) *
Component Class 1A-P-1 $2,484,052 0.00% *
Component Class 1A-P-2 $1,580,286 0.00% *
Class 2A-P $3,477,237 (3) *
Component Class 2A-P-1 $859,493 0.00% *
Component Class 2A-P-1 $2,617,744 0.00% *
Class 1A-X $31,699,357 (3) *
Component Class 1A-X-1 $8,012,983(2) 6.50% *
Component Class 1A-X-2 $8,843,611(2) 6.50% *
Component Class 1A-X-3 $4,800,874(2) 6.50% *
Component Class 1A-X-4 $10,041,889(2) 6.50% *
Class 2A-X $3,828,585 (3) *
Component Class 2A-X-1 $2,360,794(2) 6.50% *
Component Class 2A-X-2 $1,467,790(2) 6.50% *
Class 1M $18,630,000 (3) *
Component Class 1M-1 $6,155,000 6.75% *
Component Class 1M-2 $2,613,000 6.50% *
Component Class 1M-3 $2,572,000 6.50% *
Component Class 1M-4 $7,290,000 6.50% *
Class 2M $1,936,000 (4) *
Class 1B-1 $7,523,000 (3) *
Component Class 1B-1-1 $2,759,000 6.75% *
3
Component Class 1B-1-2 $1,045,000 6.50% *
Component Class 1B-1-3 $803,000 6.50% *
Component Class 1B-1-4 $2,916,000 6.50% *
Class 2B-1 $645,000 (4) *
Class 1B-2 $5,604,000 (3) *
Component Class 1B-2-1 $1,910,000 6.75% *
Component Class 1B-2-2 $784,000 6.50% *
Component Class 1B-2-3 $723,000 6.50% *
Component Class 1B-2-4 $2,187,000 6.50% *
Class 2B-2 $515,000 (4) *
Class R(4) $100 6.75% *
--------------------------------------------------------------------------------
* The Certificates are being offered by the Underwriter from time to time in
negotiated transactions or otherwise at varying prices to be determined, in each
case, at the time of sale.
(1) Interest distributed to the Offered Certificates (other than the Principal
Only Certificates) on each Distribution Date will have accrued during the
preceding calendar month at the applicable per annum interest rate.
(2) Not entitled to receive distributions of principal and will accrue interest
on its Notional Amount as described in the Prospectus Supplement.
(3) These Certificates will be composed of components having the
characteristics described in the above table.
(4) The interest rate on these classes of certificates will vary from 6.45% to
6.125% per annum. The initial interest rate on each class of certificates
will be approximately 6.27% per annum.
(5) 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).
(6)
Adjustable Rates Initial Formula Maximum Minimum
--------------- -------- ------- ------- -------
Class IA-3 Certificates 2.75% LIBOR + 0.65% 8.50% 0.65%
Class IA-4 Certificates 5.75% 7.85% - LIBOR 7.85% 0.00%
Class IVA-3 Certificates 2.41% LIBOR + 0.50% 8.50% 0.50%
Class IVA-4 Certificates 6.09 8.00% - LIBOR 8.00% 0.00%
4
Certificate Rating:
------------------
Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's, a
division of The McGrw-Hill Companies, Inc. ("Standard & Poor's") shall each
assign a rating of "Aaa" and "AAA", respectively, to the Class A Certificates.
Standard & Poor's shall assign a rating of not less than "AAA" to the Class R
Certificates. Standard & Poor's shall assign a rating of not less than "AA" to
the Class M Certificates. Standard & Poor's shall assign a rating of not less
than "A" to the Class 1B-1 Certificates and Class 2B-1 Certificates. Standard &
Poor's shall assign a rating of not less than "BBB" to the Class 1B-2
Certificates and Class 2B-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 December 1, 2001.
Distribution Date:
-----------------
The 25th day of each month (or, if such 25th day is not a business day,
the business day immediately following) commencing in January 2002.
Purchase Price:
--------------
The purchase price payable by the Underwriters for the Certificates is
approximately [Provided upon request]% of the aggregate principal balance of the
Certificates as of the Closing Date plus accrued interest from December 1, 2001
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 Underwriters 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.
5
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:
-------------------------
December 21, 2001 at the Chicago, Illinois offices of Xxxxx, Xxxxx &
Xxxxx.
6
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 Xxxxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title:
ABN AMRO INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President
ABN AMRO NORTH AMERICA, INC.
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President
Exhibit I
Name Original Principal Amount of Certificates
---- -----------------------------------------
XXXXXX BROTHERS INC. 100% of the Certificates
Total: $[Provided upon request]
