EXHIBIT 1.2
EXECUTION COPY
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: December 22, 1998
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of December 22, 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 $242,051,698 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,
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 December 23, 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: 1998-5
Terms of the Certificates and Underwriting Compensation:
Original
Principal Interest Price to
Classes Amount Rate * Public
------- ----------- --------- --------
Class A-1 $10,299,000 6.00%
Class A-2 $17,661,000 6.05%
Class A-3 $45,022,000 6.20%
Class A-4 $97,921,000 6.00%
Class A-5 $46,804,614 'DD'
Class A-5-1** $16,850,398 6.75%***
Class A-5-2 $42,701,923 6.75%'D'
Class A-5-3 $ 4,102,691 0.00%****
Class A-5-4** $ 4,510,559 6.75%***
Class A-6 $ 8,084,625 'D''D'%
Class A-7 $ 2,694,875 'D''D'%
Class A-8 $ 3,884,200 6.75%'D'
Class A-9** $ 3,259,834 6.75%***
Class A-10** $ 82,107 6.75%***
Class A-11 $ 1,872,184 'DD''DD'
Class A-11-1** $ 674,015 6.75%***
Class A-11-2 $ 1,708,077 6.75%+
Class A-11-3 $ 164,107 0.00%****
Class A-11-4** $ 180,422 6.75%***
Class M $ 4,880,000 6.75%
Class B-1 $ 1,952,100 6.75%
Class B-2 $ 976,000 6.75%
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).
'DD' The Class A-5 Certificates will be comprised of Component
X-0-0, Xxxxxxxxx X- 0-0, Xxxxxxxxx A-5-3 and Component A-5-4.
'DD''DD' The Class A-11 Certificates will be comprised of Component
A-11-1, Component A-11-2, Component A-11-3 and Component
A-11-4.
+ Interest accrued on these classes of certificates will
initially be added to their principal balances rather than
distributed to the holders of these classes of certificates on
each distribution date.
++ The adjustable rate for the Class A-6 Certificates will be
LIBOR + 0.85% with a maximum of 9.00% and a minimum of 0.85%.
The adjustable rate for the Class A-7 Certificates will be
24.45% - (3.0 x LIBOR) with a maximum of 24.45% and a minimum
of 0.00%. The initial rates for the Class A-6 Certificates and
the Class A-7 Certificates will be 5.90% and 9.30%,
respectively.
Certificate Rating:
Standard & Poor's, A Division of the XxXxxx-Xxxx Companies,
Inc. ("S&P") shall assign a rating of "AAA" to the Class A and Class R
Certificates (except for the Class A-7, Class A-9 and Class A-10 Certificates,
which will be rated "AAAr") and Fitch IBCA, Inc. ("Fitch") shall assign a rating
of "AAA" to the Class A and Class R Certificates. 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 II and REMIC I.
Credit Enhancement:
Senior/Subordinated: Shifting interest
Cut-off Date:
The Cut-off Date is December 1, 1998.
Distribution Date:
The 25th day of each month (or, if such 25th day is not a
business day, the business day immediately following) commencing January 1999.
Purchase Price:
The purchase price payable by the Underwriters for the
Certificates is 99.1785625% of the aggregate principal balance of the
Certificates as of the Closing Date plus accrued interest from December 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:
December 23, 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.
BEAR, XXXXXXX & CO. INC.
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
---- -------------
BEAR, XXXXXXX & CO. INC. 100% of the Certificates
Total $242,051,698
