PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: October 21, 1999
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of March 19, 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 $125,749,985 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 October 1,
1999 among the Company as depositor, ABN AMRO Mortgage Group, Inc. 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 October 26, 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 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: 1999-7
Terms of the Certificates and Underwriting Compensation:
Original Principal
Classes Amount Remittance Rate(1) Price to Public
------- ------ --------------- ---------------
Class A-1 $10,000,000 6.50%
Class A-2 $41,700,000 6.50%
Class A-3 $29,601,000 6.50%
Class A-4 $15,400,000 6.50%
Class A-5 $24,875,000 6.50%(2)
Class A-P(3) $2,086,885 0.00%
Class A-X(4) $3,563,995 6.50%(5)
Class M $1,327,000 6.50%
Class B-1 $380,000 6.50%
Class B-2 $380,000 6.50%
Class R(6) $100 6.50%
(1) Interest distributed to the Offered Certificates on each Distribution
Date will have accrued during the preceding calendar month at the
applicable per annum Interest Rate (as defined in the Prospectus
Supplement).
(2) The Class A-5 Certificates will generally not be entitled to receive
any distributions of Principal Prepayments (as defined in the
Prospectus Supplement) or Liquidation Principal (as defined in the
Prospectus Supplement) until the Distribution Date occurring in
November 2004.
(3) 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 6.50% per annum.
(4) Not entitled to receive distributions of principal
(5) Will accrue interest on its Notional Amount as described in the
Prospectus Supplement
(6) 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:
Standard & Poor's, a division of the XxXxxx-Xxxx Companies, Inc.
("S&P") and Fitch IBCA, Inc. ("Fitch") shall each assign a rating of "AAA" to
the Class A Certificates (other than the Class A-P and Class A-X
Certificates, which will each be assigned a rating of "AAAr" by S&P) and the
Class R Certificate. Fitch shall assign a rating of not less than "AA" to the
Class M Certificates, not less than "A" to the Class B-1 Certificates and not
less than "BBB" 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 October 1, 1999.
Distribution Date:
The 25th day of each month (or, if such 25th day is not a business day,
the business day immediately following) commencing November 1999.
Purchase Price:
The purchase price payable by the Underwriters for the Certificates is
approximately 97.16% of the aggregate principal balance of the Certificates as
of the Closing Date plus accrued interest from October 1, 1999 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
Underwriters in connection with the purchase of the Certificates.
Closing Date and Location:
October 26, 1999 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.
XXXXXX BROTHERS INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President
ABN AMRO INCORPORATED
By: /s/ Xxxxx Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx
Title: First Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
STANDARD FEDERAL BANCORPORATION, INC.
By: /s/ Xxxxxx X. Xxxx
-----------------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President
Exhibit I
Original
Principal
Amount of
Name Certificates
---- ------------
XXXXXX BROTHERS INC. 100% of the Certificates
Total $125,749,985
