PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
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Dated: June 25, 2002
To: ABN AMRO Mortgage Corporation
Re: Underwriting Agreement, dated as of June 25, 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 $308,985,626 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 June 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 June 27, 2002 and the location of the closing shall be the New
York City 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 2002-5
Terms of the Certificates and Underwriting Compensation:
-------------------------------------------------------
Original Principal or Price to
Class Notional Amount* Certificate Rate Public
----- ---------------- ---------------- ------
IA-1 $93,000,000 5.50% **
IA-2 $9,819,000 6.50% **
IA-3 $10,854,000 6.50% **
IA-4 $11,558,000 6.50% **
IA-5 $19,758,000 6.50% **
IA-6 $46,500,000 (1) **
IA-7 $46,500,000 (1) **
IA-8 $36,333,768 (1) **
IA-9 $36,333,768 (1) **
IA-P $368,675 *** **
IIA-1 $17,327,793 6.00% **
IIA-2 $57,052,100 6.50% **
IIA-P $44,190 *** **
IIA-X $911,913 6.50% **
M $3,729,000 6.50% **
B-1 $1,709,000 6.50% **
B-2 $932,000 6.50% **
R $100 6.50% **
_________________________
* Approximate. Subject in the case of each Class to a permitted variance of plus
or minus 5%.
-2-
** 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 IA-P and Class IIA-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 IA-6 LIBOR + 0.50% 2.34% 8.50% 0.50%
Class IA-7 8.00% - LIBOR 6.16% 8.00% 0.00%
Class IA-8 LIBOR + 0.75% 2.59% 8.50% 0.75%
Class IA-9 7.75% - LIBOR 5.91% 7.75% 0.00%
Certificate Rating:
-------------------
AAA on the Class A Certificates and the Class R Certificate by Fitch
Ratings ("Fitch") and Aaa on the Class A Certificates by Xxxxx'x
Investors Service, Inc. ("Moody's").
AA on the Class M Certificates by Fitch and Aa2 on the Class M
Certificates by Moody's.
A on the Class B-1 Certificates by Fitch and A2 on the Class B-1
Certificates by Moody's.
BBB on the Class B-2 Certificates by Fitch and Baa2 on the Class B-2
Certificates by Moody's.
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 June 1, 2002.
-3-
Remittance Date:
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The 25th day of each month, or if such 25th day is not a Business Day,
the first Business Day immediately following, commencing July 25, 2002.
Purchase Price:
--------------
The purchase price payable by the Underwriter for the Certificates is
101.68% of the aggregate principal balance of the Certificates as of the Closing
Date plus accrued interest, as applicable, from June 1, 2002 up to but not
including the Closing Date.
Information Provided by Xxxxxxx Sachs:
-------------------------------------
The information described in the last sentence of Section 6(b) of the
Underwriting Agreement constitutes information furnished in writing by Xxxxxxx
Xxxxx 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.
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:
-------------------------
June 27, 2002 at the New York City offices of Xxxxxxx Xxxxxxxx & Wood.
-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.
XXXXXXX, XXXXX & CO.
By: /s/ Xxx Xxxxxx
------------------------
Name: Xxx Xxxxxx
Title: Managing Director
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 Xxxxx
--------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President
By: /s/ Xxxxx Xxxxxxxx
--------------------------
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President
EXHIBIT I
---------
Original Principal
Name Amount of Certificates
---- ----------------------
Xxxxxxx, Sachs & Co. $308,985,626
TOTAL $308,985,626 100%
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