Exhibit 1.2
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
---------------
Dated: March 19, 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 $289,058,229 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 March 1, 1999 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 March 24, 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: 1999-2
Terms of the Certificates and Underwriting Compensation:
Original
Principal Interest Price to
Classes Amount Rate * Public
---------- ----------- -------- --------
Class IA-1 $42,900,000 6.15%
Class IA-2 $31,622,000 6.30%
Class IA-3 $2,000,000 6.35%
Class IA-4 $60,800,000 6.40%
Class IA-5 $33,260,620 +
Class IA-5-1 $4,800,000 6.75%
Class IA-5-2** $6,039,985 6.75%***
Class IA-5-3** $3,152,592 6.75%***
Class IA-5-4 $25,480,000 6.75%++
Class IA-5-5 $2,980,620 0.00%****
Class IA-5-6** $3,292,439 6.75%***
Class IA-6 $5,007,000 6.75%++
Class IA-7 $1,886,509 6.75%++
Class IA-8 $2,000,000 6.75%
Class IM $4,030,000 6.75%
Class IB-1 $1,593,000 6.75%
Class IB-2 $843,000 6.75%
Class IIA $101,508,000 +++
Class IIM $934,000 +++
Class IIB-1 $415,000 +++
Class IIB-2 $259,000 +++
Class R ***** $100 6.75%
* 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).
** Not entitled to receive distributions of principal.
*** Will accrue interest on the related Notional Amounts as
described in the Prospectus Supplement.
**** 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).
+ The Class IA-5 Certificates will be comprised of Component
XX-0-0, Xxxxxxxxx XX-0-0, Component IA-5-3, Component IA-5-4,
Component IA-5-5 and Component IA-5-6.
++ Interest accrued on this class of certificates will initially be
added to its principal balance rather than distributed to the
holders of this class of certificates on each distribution date.
+++ The interest rate on this class of certificates will initially
equal approximately 6.24126% and subsequently will be equal to
the weighted average interest rate on the Group II Loans (as
defined in the Prospectus Supplement), less a fee for the
servicing of the Group II Loans.
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
IA and Class IIA Certificates and Class R Certificate. Fitch shall assign a
rating of not less than"AA" to the Class IM Certificates and the Class II M
Certificates, not less than"A" to the Class IB-1 Certificates and the Class
IIB-1 Certificates and not less than "BBB" to the Class IB-2 Certificates and
the Class IIB-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 II and REMIC I.
Credit Enhancement:
Senior/Subordinated: Shifting interest
Cut-off Date:
The Cut-off Date is March 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 April 1999.
Purchase Price:
The purchase price payable by the Underwriters for the Certificates is
99.65% of the aggregate principal balance of the Certificates as of the Closing
Date plus accrued interest from March 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
Underwriter in connection with the purchase of the Certificates.
Closing Date and Location:
March 24, 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 X. Xxxxxxxxxx
-----------------------------
Name: Xxxxxxx X. 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 X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. 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 $289,058,229
