Citicorp Mortgage Securities, Inc.
REMIC Pass-Through Certificates, Series 1999-__
Underwriting Agreement
________, 1999
To: ____________, as Underwriter
[address]
Ladies and Gentlemen:
Citicorp Mortgage Securities, Inc., a Delaware corporation ("CMSI"),
proposes to sell to you, as underwriter (the "Underwriter"), REMIC Pass-Through
Certificates (the "Offered CitiCertificates"), comprised of the classes of
CitiCertificates set forth in Schedule I hereto evidencing ownership interests
in a trust (the "Trust") consisting of the mortgage loans described in Schedule
I (the "Mortgage Loans") originated or acquired by the affiliates of CMSI
identified in Schedule I (the "Originators") and having, as of the close of
business on the date specified in Schedule I as the cut-off date (the "Cut-Off
Date"), the aggregate principal balance set forth in such Schedule I and related
property. An election will be made to treat the Trust, or one or more segregated
pools of assets within the Trust, as one or more real estate mortgage investment
conduits (each a "REMIC") for purposes of federal income taxation. The Offered
CitiCertificates will represent regular interests in a REMIC and the Residual
Certificates will represent the residual interests in a REMIC. The Mortgage
Loans are to be conveyed to CMSI pursuant to a mortgage loan purchase agreement,
to be dated as of the Cut-Off Date (the "Mortgage Loan Purchase Agreement"),
between CMSI, as buyer, and the Originators, as sellers. The Offered
CitiCertificates are to be issued under a pooling and servicing agreement (the
"Pooling Agreement"), dated as of the Cut-Off Date, between CMSI, as packager
and servicer, and State Street Bank and Trust Company ("State Street"), in its
individual capacity and as trustee (in such capacity, the "Trustee"). The
Offered CitiCertificates will be issued in the denominations specified in
Schedule I.
1. Representations and Warranties. CMSI represents and warrants
to the Underwriter that:
(a) A registration statement (File No. 333-43167) on Form S-3 has been
filed with the Securities and Exchange Commission (the "Commission") and has
become effective under the Securities Act of 1933, as amended (the "Act"); such
registration statement includes a prospectus which, as supplemented, shall be,
and may include a preliminary prospectus supplement which, as completed, is
proposed to be, used in connection with the sale of the Offered
CitiCertificates. The registration statement, as amended to the date of this
Agreement, is hereinafter referred to as the "Registration Statement"; such
prospectus (which shall be in the form in which it has most recently been filed,
as the same is proposed to be added to or changed), as first supplemented by a
prospectus supplement relating to the Offered CitiCertificates, filed, or
transmitted for filing, with the Commission pursuant to Rule 424 under the Act
and used in connection with the sale of the Offered CitiCertificates, is
hereinafter referred to as the "Prospectus" and such prospectus supplement is
hereinafter referred to as the "Prospectus Supplement". Any reference herein to
the Registration Statement or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item 12 of
Form S-3
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which were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the date hereof; and any reference herein to the
terms "amend", "amendment" or "supplement" with respect to the Registration
Statement or the Prospectus shall be deemed to refer to and include the filing
of any document under the Exchange Act deemed to be incorporated by reference
therein after the date hereof;
(b) The Registration Statement and the Prospectus, as of the date of
the Prospectus Supplement, and any revisions or amendments thereof or
supplements thereto filed prior to the termination of the offering of the
Offered CitiCertificates, as of their respective effective or issue dates,
conformed or will conform in all material respects to the requirements of the
Act and the rules and regulations of the Commission thereunder applicable to
such documents as of such respective dates, and the Registration Statement and
the Prospectus as revised, amended or supplemented as of the Closing Date (as
defined herein), will conform in all material respects to the requirements of
the Act and the rules and regulations of the Commission thereunder applicable to
such documents to be used as of the Closing Date; and no such document, as of
such respective dates and, in the case of the Prospectus and any revisions or
amendments thereof or supplements thereto filed prior to the Closing Date, as of
the Closing Date, included or will include any untrue statement of a material
fact or omitted or will omit to state a material fact necessary to make the
statements therein in the light of the circumstances under which they were made,
not misleading; provided, however, that CMSI makes no representations,
warranties or agreements as to (i) the information contained in or omitted from
the Prospectus or any revision or amendment thereof or supplement thereto in
reliance upon and in conformity with information furnished in writing to CMSI by
or on behalf of the Underwriter specifically for use in connection with the
preparation of the Prospectus or any revision or amendment thereof or supplement
thereto, consisting solely of such Underwriter's statements as are included in
Schedule I hereto or (ii) any information in any Computational Materials or ABS
Term Sheets (each as defined in Section 7(b)) provided by the Underwriter;
(c) Each of the offered Class A and Class M CitiCertificates will, when
issued, be a "mortgage related security" as such term is defined in Section
3(a)(41) of the Exchange Act, and each of the Offered CitiCertificates, when
validly authenticated, issued and delivered in accordance with the Pooling
Agreement, will be duly and validly issued and outstanding and entitled to the
benefits of the Pooling Agreement;
(d) As of the Closing Date, each of this Agreement and the Pooling
Agreement will have been duly authorized, executed and delivered by CMSI and,
assuming the valid execution of the Pooling Agreement by State Street, in its
individual capacity and as Trustee, each such agreement will constitute a valid
and binding agreement of CMSI enforceable in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency, reorganization or other
laws relating to or affecting the enforcement of creditors' rights and by
general equity principles; and
(e) CMSI has been duly organized and is validly existing in good
standing under the laws of the State of Delaware, with corporate power and
authority to own its properties and conduct its business as described in the
Prospectus.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, CMSI agrees
to sell to the Underwriter, and the Underwriter agrees to purchase from CMSI,
all of the Offered CitiCertificates at the purchase price set forth in Schedule
I hereto.
3. Delivery and Payment. Delivery of and payment for the Offered
CitiCertificates shall be made at the office, on the date and at the time
specified in Schedule I hereto, which place, date and time may be changed by
agreement among the Underwriter and CMSI (such date and time of delivery of
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and payment for the Offered CitiCertificates being hereinafter referred to as
the "Closing Date"). Unless otherwise specified in Schedule I, delivery of one
certificate representing each class of Offered CitiCertificates or, if there are
Subclasses of Offered CitiCertificates, one certificate representing each
Subclass of such class of Offered CitiCertificates shall be made to the account
of the Underwriter against payment by the Underwriter of the purchase price
therefor to or upon the order of CMSI in the manner provided in Schedule I
hereto. Unless otherwise specified in Schedule I, the certificates to be so
delivered shall be registered in the name of Cede & Co., as nominee for The
Depository Trust Company ("DTC"), and the interests of beneficial owners of such
Offered CitiCertificates will be represented by book entries on the records of
DTC and participating members thereof. Unless otherwise specified in Schedule I,
definitive certificates representing the Offered CitiCertificates will be
available only under limited circumstances.
CMSI agrees to have the Offered CitiCertificates available for
inspection, checking and packaging by the Underwriter in New York, New York, one
business day prior to the Closing Date.
4. Agreements by Underwriter. (a) It is understood that the Underwriter
proposes to offer the Offered CitiCertificates for sale as set forth in the
Prospectus.
(b) The Underwriter represents and warrants to and agrees with CMSI, as
of the date hereof and as of the Closing Date, as applicable, that:
(i) if the Underwriter has provided any Collateral Term Sheets
(as defined in the PSA No-Action Letter referred to in Section 7(b)) to
potential investors in the Offered CitiCertificates prior to the date
hereof and if the filing of such materials with the Commission is a
condition of the relief granted in the PSA No-Action Letter, then in
each such case the Underwriter has heretofore delivered two copies of
such materials to CMSI, and the Underwriter will deliver to CMSI two
copies of all Computational Materials or ABS Term Sheets delivered to
such potential investors, except for any Computational Materials and
ABS Term Sheets which are not required to be filed with the Commission
in accordance with the Xxxxxx No-Action Letter and the PSA No-Action
Letter (collectively, the "No-Action Letters"), not later than noon on
the fifth business day preceding the Closing Date;
(ii) the Computational Materials (either in original,
aggregated or consolidated form) and ABS Term Sheets furnished to CMSI
as contemplated in Section 4(b)(i) will constitute all such materials
relating to the Offered CitiCertificates required to be filed with the
Commission furnished by the Underwriter (whether in written, electronic
or other format) to prospective investors in the Offered
CitiCertificates prior to the Closing Date, and all Computational
Materials and ABS Term Sheets provided or to be provided by the
Underwriter to potential investors in the Offered CitiCertificates
comply with the requirements of the No-Action Letters;
(iii) the Underwriter will not provide to any potential
investor in the Offered CitiCertificates any Collateral Term Sheets on
or after the date hereof;
(iv) on the dates any such Computational Materials and/or ABS
Term Sheets with respect to the Offered CitiCertificates referred to in
Section 4(b) (i) are filed pursuant to Section 5(f), such Computational
Materials and/or ABS Term Sheets will not include any untrue statement
of a material fact or, when read in conjunction with the Prospectus,
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading (other than any
untrue statement or omission resulting directly from a Collateral
Error);
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(v) at the time any Computational Materials or ABS Term Sheets
with respect to the Offered CitiCertificates are furnished to a
prospective investor, the Underwriter possessed, and on the date of
delivery of such materials to CMSI pursuant to or as contemplated by
this Section 4 and on the Closing Date, the Underwriter will possess,
the capability, knowledge, expertise, resources and systems of internal
control necessary to ensure that such Computational Materials and/or
ABS Term Sheets conform to the representations and warranties of the
Underwriter contained in subparagraphs (ii) and (iv) above of this
paragraph;
(vi) all Computational Materials and ABS Term Sheets with
respect to the Offered CitiCertificates furnished by the Underwriter to
potential investors after the date hereof will contain a legend,
prominently displayed on the first page thereof, to the effect that
Citicorp, CMSI and the Originators have not prepared, reviewed or
participated in the preparation of such Computational Materials or ABS
Term Sheets, are not responsible for the accuracy thereof and have not
authorized the dissemination thereof;
(vii) all Collateral Term Sheets with respect to the Offered
CitiCertificates furnished by the Underwriter to potential investors
contained a legend, prominently displayed on the first page thereof,
indicating that the information contained therein will be superseded by
the description of the Mortgage Loans contained in the Prospectus
Supplement and, except in the case of the initial Collateral Term
Sheet, that such information supersedes the information in all prior
Collateral Term Sheets; and
(viii) on and after the date on which the Prospectus has been
filed with the Commission as provided in Section 5(a), the Underwriter
shall not deliver or authorize the delivery of any Computational
Materials, ABS Term Sheets or other materials relating to the Offered
CitiCertificates (whether in written, electronic or other format) to
any potential investor unless such potential investor has received a
Prospectus and Prospectus Supplement prior to or at the same time as
the delivery of such Computational Materials, ABS Term Sheets or other
materials.
(c) the Underwriter acknowledges and agrees that CMSI and the
Originators have not authorized and will not authorize the distribution of any
Computational Materials or ABS Term Sheets with respect to the Offered
CitiCertificates to any prospective investor and agrees that any such
Computational Materials and/or ABS Term Sheets furnished to prospective
investors shall include a disclaimer in the form set forth in paragraph (b)(vi)
above. The Underwriter agrees that it will not represent to potential investors
that any Computational Materials and/or ABS Term Sheets with respect to the
Offered CitiCertificates were prepared or disseminated on behalf of Citicorp,
CMSI or the Originators.
5. Agreements by CMSI. CMSI agrees with the Underwriter that:
(a) CMSI will cause the Prospectus to be filed, or transmitted for
filing, with the Commission pursuant to Rule 424 under the Act and will promptly
advise the Underwriter when the Prospectus has been so filed, or transmitted for
filing, and, prior to the termination of the offering of the Offered
CitiCertificates, will also promptly advise the Underwriter (i) when any
amendment to the Registration Statement relating to the Offered CitiCertificates
has become effective or any revision of or supplement to the Prospectus has been
so filed or transmitted for filing (unless such amendment, revision or
supplement does not relate to the Offered CitiCertificates), (ii) of any request
by the Commission for any amendment of the Registration Statement or the
Prospectus or for any additional information, (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any proceeding for that purpose
and (iv) of the receipt by CMSI of any notification with respect to the
suspension of the qualification of the Offered CitiCertificates
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for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose. CMSI will use its best efforts to prevent the issuance of any
such stop order and, if issued, to obtain as soon as possible the withdrawal
thereof. Neither CMSI nor Citicorp will file or transmit for filing prior to the
termination of such offering any amendment to the Registration Statement or any
revision of or supplement to the Prospectus (other than any such amendment,
revision or supplement which does not relate to the Offered CitiCertificates)
unless a copy has been furnished to the Underwriter for its review prior to such
filing or transmission for filing.
(b) If, at any time when a prospectus relating to the Offered
CitiCertificates is required to be delivered under the Act, (i) any event occurs
as a result of which the Prospectus, as then amended or supplemented, would
include any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein in the light of the circumstances under
which they were made not misleading, or (ii) it shall be necessary to revise,
amend or supplement the Prospectus to comply with the Act or the rules and
regulations of the Commission thereunder, CMSI and Citicorp promptly will
prepare and file with the Commission, subject to paragraph (a) of this Section
5, a revision, amendment or supplement which will correct such statement or
omission or effect such compliance.
(c) CMSI will furnish to the Underwriter and counsel for the
Underwriter, without charge, signed copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus relating
to the Offered CitiCertificates is required under the Act, as many copies of the
Prospectus and any revisions or amendments thereof or supplements thereto as may
be reasonably requested.
(d) CMSI will pay all expenses incidental to the performance of its
obligations under this Agreement, including without limitation (i) expenses of
preparing, printing and reproducing the Registration Statement, the Prospectus,
this Agreement, the Pooling Agreement, the Mortgage Loan Purchase Agreement and
the Offered CitiCertificates, (ii) all expenses of KPMG Peat Marwick LLP (other
than their expenses relating to the preparation of the letter referred to in
Section 7(c) below which shall be paid by the Underwriter) and (iii) the cost of
delivering the Offered CitiCertificates to the office of DTC (or other costs of
delivery, if so specified in Schedule I); provided, however, that except as
provided in this paragraph (d) and in Section 8 hereof, the Underwriter will pay
(i) all of its own expenses, including the fees of Cadwalader, Xxxxxxxxxx & Xxxx
and any other counsel to the Underwriter, (ii) any transfer taxes on resale of
any of the Offered CitiCertificates by it and (iii) advertising expenses
connected with any offers that the Underwriter may make.
(e) CMSI will use its best efforts to arrange for the qualification of
the Offered CitiCertificates for sale under the laws of such jurisdictions as
the Underwriter may designate, to maintain such qualifications in effect so long
as required for the distribution of the Offered CitiCertificates and to arrange
for the determination of the legality of the Offered CitiCertificates for
purchase by institutional investors; provided, however, that neither CMSI nor
Citicorp shall be required to qualify to do business in any jurisdiction where
it is not now so qualified or to take any action which would subject it to
general or unlimited service of process in any jurisdiction where it is not now
so subject.
(f) CMSI will file with the Commission in a Current Report on Form 8-K
all ABS Term Sheets and Computational Materials furnished by the Underwriter and
identified by it as such, not later than the earlier of (i) the date the
Prospectus has been made available to the Underwriter and (ii) the date of the
filing of the Prospectus pursuant to Rule 424 (or such earlier date as required
under the No-Action Letters). Notwithstanding the preceding sentence, CMSI shall
have no obligation to file materials provided by the Underwriter pursuant to or
as contemplated by Section 4 which, in the reasonable determination of CMSI and
the Underwriter, are not required to be filed pursuant to the No-Action Letters,
or which contain erroneous information or contain any untrue statement of a
material fact or which, when read in conjunction with the Prospectus, omit to
state a material fact or which, when read in
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conjunction with the Prospectus, omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; it
being understood, however, that CMSI shall have no obligation to review or pass
upon the accuracy or adequacy of, or to correct, any Computational Materials or
ABS Term Sheets provided by the Underwriter to CMSI pursuant to or as
contemplated by Section 4 hereof.
6. Conditions to the Obligation of the Underwriter. The obligation of
the Underwriter to purchase the Offered CitiCertificates shall be subject to the
accuracy in all material respects of the representations and warranties on the
part of CMSI contained herein as of the date hereof and as of the Closing Date,
to the accuracy of the statements of CMSI made in any officer's certificate
pursuant to the provisions hereof, to the performance by CMSI of its obligations
hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been instituted and be pending or shall have been threatened.
(b) CMSI shall have furnished to the Underwriter a certificate, dated
the Closing Date, of such corporation, signed by the President or any Vice
President of CMSI, to the effect that the signer of such certificate has
examined the Registration Statement, the Prospectus and this Agreement and that:
(i) The representations and warranties of such corporation
herein are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date, and
CMSI has complied with all agreements and satisfied all the conditions
on its part to be performed or satisfied at or prior to the Closing
Date; and
(ii) No stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceedings for that
purpose have been instituted and are pending or, to such officer's
knowledge, have been threatened as of the Closing Date.
(c) CMSI shall have furnished to the Underwriter:
(i) an opinion, dated the Closing Date, of an Associate
General Counsel of Citibank, N.A., to the effect that:
(A) CMSI is validly existing as a corporation in good
standing under the laws of the State of Delaware, with corporate power
and authority under such laws to own its properties and conduct its
business as described in the Prospectus;
(B) Each Originator is a Delaware corporation or a
national banking association, as the case may be, validly existing
under applicable law, with full power and authority under such law to
own its properties and conduct its business as described in the
Prospectus;
(C) The Offered CitiCertificates have been duly
authorized, executed, issued and delivered and, assuming authentication
in the manner contemplated in the Pooling Agreement, are validly issued
and outstanding and entitled to the benefits provided by the Pooling
Agreement;
(D) Assuming that the Class A and Class M
CitiCertificates are rated at the time of issuance in one of the two
highest rating categories by a nationally recognized statistical
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rating organization, each such CitiCertificate at such time will be a
"mortgage related security" as such term is defined in Section 3(a)
(41) of the Exchange Act;
(E) The Pooling Agreement has been duly authorized,
executed and delivered by CMSI and, assuming valid execution thereof by
State Street, in its individual capacity and as Trustee, constitutes a
valid and legally binding agreement of CMSI enforceable in accordance
with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or affecting the
enforcement of creditors' rights and by general equity principles;
(F) The Pooling Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended, and the
Trust Fund (as defined in the Pooling Agreement) is not required to be
registered under the Investment Company Act of 1940, as amended;
(G) The Mortgage Loan Purchase Agreement has been
duly authorized, executed and delivered by CMSI and each Originator and
constitutes the valid and legally binding obligation of CMSI and each
such Originator, enforceable in accordance with its terms, except as
the same may be limited by bankruptcy, insolvency, reorganization or
other laws relating to or affecting the enforcement of creditors'
rights and by general equity principles;
(H) The Registration Statement has become effective
under the Act, and, to the best of the knowledge of such counsel, (x)
no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or have been threatened under the Act, (y)
the Registration Statement and the Prospectus, as of the date of the
Prospectus Supplement, and each revision or amendment thereof or
supplement thereto relating to the Offered CitiCertificates, as of its
effective or issue date, appeared on their respective faces to be
appropriately responsive in all material respects to the requirements
of the Act and the rules and regulations of the Commission thereunder
applicable to such documents as of such respective dates and (z) the
Prospectus, as revised, amended or supplemented as of the Closing Date,
will conform in all material respects to the requirements of the Act
and the rules and regulations of the Commission thereunder applicable
to such documents as to be used as of the Closing Date; in the course
of such counsel's review of the Registration Statement and the
Prospectus and discussion of the same with certain officers of CMSI,
Citicorp and the Originators and their auditors, no facts came to the
attention of such counsel that caused such counsel to believe that the
Registration Statement or the Prospectus, as of the date of the
Prospectus Supplement, or any revision or amendment thereof or
supplement thereto, as of its effective or issue date, contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading or that the Prospectus, or any revision or amendment thereof
or supplement thereto filed prior to the date of such opinion, as of
the date of such opinion, contained any untrue statement of a material
fact or omitted to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading; the descriptions in the Registration Statement
and the Prospectus, as of the date of such opinion, of the Offered
CitiCertificates and the Pooling Agreement and such description, as of
the date of the Prospectus Supplement, of the aspects of certain
statutes as set forth in the Prospectus under the heading "ERISA
Considerations" were, to the extent that they constitute statements of
matters of law or legal conclusions with respect thereto, accurate in
all material respects; and such counsel does not know of any contracts
or documents relating to CMSI of a character required to be described
in or to be filed as exhibits to the Registration Statement, as of the
date of the Prospectus Supplement, which were not described or filed as
required; it being understood that such counsel need express no opinion
as to
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the financial statements or other financial data and statistical data
contained or incorporated by reference in or omitted from the
Registration Statement or the Prospectus;
(I) This Agreement has been duly authorized, executed
and delivered by each of CMSI and Citicorp; and
(J) Such other opinions with regard to secured
transactions, bankruptcy, insolvency and related matters which the
Underwriter may reasonably request.
Such opinion may express its reliance (a) as to factual matters on the
representations and warranties made by, and on certificates or other documents
furnished by officers of, the parties to this Agreement and the Pooling
Agreement, (b) as to legal matters relating to the Employee Retirement Income
Security Act of 1974, as amended, on an opinion, dated the Closing Date, of
counsel acceptable to the Underwriter, and (c) as to legal matters relating to
secured transactions, bankruptcy, insolvency and related matters, on an opinion,
dated the Closing Date, of Xxxxxxxxxx, Xxxxxxxxxx & Xxxx, special bankruptcy
counsel to CMSI. Such opinion may assume the due authorization, execution and
delivery of the instruments and documents referred to therein by the parties
thereto other than CMSI, Citicorp and the Originators. Such opinion may be
qualified as an opinion only on the General Corporation Law of the State of
Delaware, the laws of each state in which the writer of the opinion is admitted
to practice law and the federal law of the United States.
(ii) An opinion, dated the Closing Date, of a Tax Counsel for
Asset Securitization of Citibank, N.A., to the effect that:
(A) The description in the Registration Statement and
the Prospectus, as of the date of the Prospectus Supplement, to the
extent it constitutes statements of matters of law or legal conclusions
with respect thereto, of the aspects of certain statutes as set forth
in the Prospectus and Prospectus Supplement under the heading "Certain
Federal Income Tax Consequences" is accurate in all material respects;
and
(B) The Trust described in the Prospectus Supplement
and the Pooling Agreement will qualify as one or more REMICs within the
meaning of Section 860D of the Internal Revenue Code of 1986, as
amended (the "Code"), the CitiCertificates described in the Prospectus
Supplement and the Pooling Agreement will be treated as "regular
interests" in a REMIC for purposes of Code Section 860G(a)(1) and the
Residual Certificates described in the Pooling Agreement will be
treated as "residual interests" in a REMIC for purposes of Code Section
860G(a)(2), assuming: (i) an election is made to treat the Trust, or
one or more segregated pools of assets within the Trust, as one or more
REMICs, (ii) compliance with the Pooling Agreement and (iii) compliance
with changes in the law, including any amendments to the Code or
applicable Treasury regulations thereunder.
(d) The Underwriter shall have received from Cadwalader, Xxxxxxxxxx &
Xxxx, counsel for the Underwriter, such opinion or opinions, dated the Closing
Date, with respect to the issuance and sale of the Offered CitiCertificates, the
Registration Statement and the Prospectus, and such other related matters as the
Underwriter may reasonably request.
(e) KPMG Peat Marwick LLP shall have furnished to the Underwriter a
letter, dated the Closing Date, in form and substance satisfactory to the
Underwriter, stating in effect that they have performed certain specified
procedures as a result of which they have determined that:
the information of an accounting, financial or statistical
nature with respect to the serviced portfolio of Citicorp Mortgage,
Inc. ("CMI") and the securitized portfolio of the
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originators named in the Prospectus (and certain other affiliates of
CMI) of one- to four-family mortgage loans (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Originators) set forth in the
Prospectus under the caption "Delinquency, Foreclosure and Loss
Experience" agrees with the accounting records of the Originators,
excluding any questions of legal interpretation.
(f) KPMG Peat Marwick LLP shall have furnished to the Underwriter a
letter, dated the Closing Date, in form and substance satisfactory to the
Underwriter, stating in effect that:
(i) They have performed certain specified procedures as a
result of which they have determined that the information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Originators and which is obtained
from an analysis of a sample of the Mortgage Loans) set forth in the
Prospectus Supplement under the caption "Description of the Pool and
the Mortgaged Properties" and in the detailed description relating to
such Prospectus Supplement and the Mortgage Loans agrees with the
accounting records of the Originators, excluding any questions of legal
interpretation; and
(ii) They have compared the data contained in a data sheet or
computer tape prepared by CMI for the Mortgage Loans to information
contained in the Mortgage Loan files furnished by the Originators and
in such other sources as shall be specified by them, based on an
appropriate sampling thereof, and found such data and information to be
in agreement, unless otherwise noted in such letter.
(g) If there is more than one Class or Subclass of Offered
CitiCertificates, KPMG Peat Marwick LLP shall have furnished to the Underwriter
a letter, dated the date of the Prospectus Supplement, and a letter, dated the
Closing Date, and each in form and substance satisfactory to the Underwriter,
stating in effect that:
(i) using the assumptions and methodology used by CMSI (which
include and do not conflict with any assumptions and methodology set
forth in the Prospectus Supplement), all of which shall be described by
reference in such letter, they have recalculated the percentages and
weighted average lives set forth in the Prospectus Supplement in the
table relating to the Percent of Initial Principal Amount Outstanding
For Each Subclass or Class of Offered CitiCertificates at certain
Percentages of the Prepayment Model to be set forth in the Prospectus
Supplement, compared the results of their calculations to the
corresponding items in the respective table and found each such
percentage and weighted average life set forth in each such table to be
in agreement with the respective results of such calculations;
(ii) using the methodology and assumptions prescribed in the
Prospectus Supplement, they have recalculated, for each Distribution
Date (as defined in the Prospectus Supplement), the aggregate of the
amount of cash to be on deposit in the Certificate Account on the
Determination Date immediately preceding such Distribution Date and
found that such aggregate amount equals or exceeds the aggregate amount
of interest and distributions in reduction of Principal Amount that is
distributable on the Offered CitiCertificates on the following
Distribution Date, as recalculated by them;
(iii) using the methodology and assumptions prescribed in the
Pooling Agreement and the Prospectus Supplement, they have recomputed
the Last Scheduled Distribution Dates for each Subclass or Class of
Offered CitiCertificates and found such dates to be in agreement with
those set forth in the Prospectus Supplement;
9
(iv) if one or more Classes or Subclasses of Offered
CitiCertificates will be entitled to receive distributions in respect
of interest at other than a fixed rate or distributions in reduction of
Principal Amount according to a schedule of planned or targeted
amounts, or have other characteristics which give rise to the use of
tables in the Prospectus Supplement reflecting yield or cash flow, such
letters shall also set forth such other statements as are customarily
set forth by KPMG Peat Marwick LLP in such letters with respect to such
Classes or Subclasses; and
(v) using the assumptions and methodology used by CMSI set
forth in the Prospectus Supplement, all of which shall be described by
reference in such letter, they have recalculated the percentages set
forth in the Prospectus Supplement in the table entitled "Pre-Tax Yield
of the Offered Class B CitiCertificates..." compared the results of
their calculations to the corresponding items in such table and found
each such percentage set forth in such table to be in agreement with
the results of such calculations.
(h) Subsequent to the date hereof, there shall not have occurred any
change, or any development involving a prospective change, in or affecting the
business or properties of CMSI which the Underwriter concludes, after
consultation with CMSI, in the judgment of the Underwriter, materially impairs
the investment quality of the Offered CitiCertificates so as to make it
impractical or inadvisable to proceed with the public offering or the delivery
of the Offered CitiCertificates as contemplated by the Prospectus.
(i) The Offered CitiCertificates shall have been rated at least the
rating or ratings specified in Schedule I by the rating agency specified in
Schedule I and such ratings shall not have been rescinded or placed under
review.
(j) CMSI shall have furnished to the Underwriter such further
information, certificates and documents as the Underwriter may reasonably have
requested not less than three full business days prior to the Closing Date.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Underwriter and its counsel, this Agreement and all
obligations of the Underwriter hereunder may be canceled at, or at any time
prior to, the Closing Date by the Underwriter. Notice of such cancellation shall
be given to CMSI in writing, or by telephone or telegraph confirmed in writing.
7. Conditions to the Obligation of CMSI. The obligation of CMSI to
issue and sell the Offered CitiCertificates shall be subject to the satisfaction
of the conditions that on the Closing Date,
(a) the Unoffered CitiCertificates (as defined in the Prospectus
Supplement) shall have been issued and sold under the Purchase Agreement dated
the date of this Agreement among CMSI, Citicorp and the purchaser thereof.
(b) the Underwriter shall have delivered to CMSI a certificate stating
that attached thereto are all of the information, tables, charts and other items
prepared by the Underwriter that constitute "Computational Materials" (as
defined in the letter dated May 4, 1994, from Brown & Xxxx to Xxxxx X. Xxxxx,
Director of the Division of Corporation Finance of the Commission (together with
the Commission's response thereto dated May 20, 1994, the "Xxxxxx No-Action
Letter")) or "ABS Term Sheets" (as defined in the letter dated February 13, 1995
from Xxxxxx, Xxxxxxxx, Xxxxx & Xxxxxxxx to Abigail Arms, Associate Director
(Legal) of the Division of Corporation Finance of the Commission (together with
the Commission's response thereto dated February 17, 1995, the "PSA No-Action
Letter"))
10
which are required to be filed with the Commission pursuant to the terms of the
Xxxxxx No-Action Letter or the PSA No-Action Letter and stating that the
Underwriter has otherwise complied with the terms of the Xxxxxx No-Action Letter
and the PSA No-Action Letter.
(c) KPMG Peat Marwick LLP shall have furnished to the Issuer and the
Underwriter a letter or letters, each in form and substance satisfactory to the
Issuer, relating to the ABS Term Sheets and Computational Materials of the
Underwriter filed in accordance with Section 5(f) and dated the date of the
related Current Report on Form 8-K and stating in effect that:
(i) using the assumptions and methodology used by the
Underwriter, all of which shall be described by reference in the
letter, they have recalculated the numerical data and dates set forth
in the ABS Term Sheets and Computational Materials (or portions
thereof) attached to such letter, compared the results of their
calculations to the corresponding items in such ABS Term Sheets and
Computational Materials (or portions thereof) and found such items to
be in agreement with the respective results of such calculations;
(ii) if such ABS Term Sheets and Computational Materials
include data reflecting the distribution of interest at other than a
fixed rate or the distribution in reduction of Principal Amount
according to a schedule of planned or targeted amounts, or reflecting
other characteristics which give rise to the use of tables in such ABS
Term Sheets and Computational Materials, such letter shall also set
forth such other statements as are customarily set forth by KPMG Peat
Marwick LLP in such letter with respect to such data; and
(iii) they have performed certain specified procedures as a
result of which they have determined that the information of an
accounting, financial or statistical nature set forth in such
Computational Materials and ABS Term Sheets agrees with the data sheet
or computer tape prepared by CMSI, unless otherwise indicated in such
letter.
8. Indemnification and Contribution. (a) CMSI agrees to indemnify and
hold harmless the Underwriter and each person who controls the Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which it or any of
them may become subject under the Act, the Exchange Act, or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact (except any fact relating to Citicorp or any affiliates of
Citicorp other than CMSI) contained in the Registration Statement or in the
Prospectus, or in any revision or amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact (except any fact relating to Citicorp or any affiliates of
Citicorp other than CMSI) required to be stated therein or necessary to make the
statements therein in light of the circumstances under which they were made, not
misleading, and agrees to reimburse as incurred each such indemnified party for
any legal or other expenses reasonably incurred by them or him in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that CMSI will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon (i) any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to CMSI by or on behalf of the Underwriter specifically
for use in connection with the preparation thereof, consisting solely of such
Underwriter's statements as are included in Schedule I hereto, or (ii) any such
untrue statement made in ABS Term Sheets or Computational Materials incorporated
therein as a result of any filing pursuant to Section 5(f) (except to the extent
any such untrue statement or alleged untrue statement results directly from
inaccurate information or a failure to furnish information specifically
requested by the Underwriter (each, a "Collateral Error") provided to the
Underwriter by or on behalf of CMSI or Citicorp relating to the Mortgage Loans)
or (iii) any omission or alleged omission to state in Computational Materials or
ABS Term Sheets of the Underwriter incorporated by reference into the
Registration Statement or Prospectus as a result of any filing pursuant to
Section 5(f) a material fact that, when read in conjunction with the Prospectus,
is required to be stated therein or necessary to make the statements therein not
misleading (except to the extent any such omission or alleged omission results
directly from a Collateral Error), or (iv) any inaccuracy or untruth of the
statements or representations set forth in Section 7(b); and provided further
that such indemnity with respect to any Collateral Error shall not inure to be
benefit of the Underwriter (or any person controlling the Underwriter) from whom
the person asserting any loss, claim, damage or liability received any
Computational Materials or ABS
11
Term Sheets that were prepared on the basis of such Collateral Error, if, prior
to the time of confirmation of the sale of Offered CitiCertificates to such
person, CMSI notified the Underwriter in writing of the Collateral Error or
provided in written or electronic form information superseding or correcting
such Collateral Error (in any such case, a "Corrected Collateral Error"), and
the Underwriter failed to notify such person thereof or to deliver such person
corrected Computational Materials and/or ABS Term Sheets, as applicable. This
indemnity agreement will be in addition to any liability which CMSI may
otherwise have.
(b) Citicorp agrees to indemnify and hold harmless the Underwriter and
each person who controls the Underwriter within the meaning of either the Act or
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act, or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact relating to Citicorp or
any affiliates of Citicorp (other than CMSI) contained in the Registration
Statement or in the Prospectus, or in any revision or amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact relating to Citicorp, or any
affiliates of Citicorp (other than CMSI) required to be stated therein or
necessary to make the statements therein in light of the circumstances under
which they were made, not misleading, and agrees to reimburse as incurred each
such indemnified party for any legal or other expenses reasonably incurred by
them or him in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that Citicorp will not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon (i) any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to Citicorp by or on behalf of the
Underwriter specifically for use in connection with the preparation thereof,
consisting solely of such Underwriter's statements as are included in Schedule I
hereto, or (ii) any such untrue statement made in ABS Term Sheets or
Computational Materials incorporated therein as a result of any filing pursuant
to Section 5(f) (except to the extent any such untrue statement or alleged
untrue statement results directly from a Collateral Error) or (iii) any omission
or alleged omission to state in Computational Materials or ABSTerm Sheets of the
Underwriter incorporated by reference into the Registration
Statement or Prospectus as a result of any filing pursuant to Section 5(f) a
material fact that, when read in conjunction with the Prospectus, is required to
be stated therein or necessary to make the statements therein not misleading
(except to the extent any such omission or alleged omission results directly
from a Collateral Error), or (iv) any inaccuracy or untruth of the statements or
representations set forth in Section 7(b); and provided further that such
indemnity with respect to any Collateral Error shall not inure to the benefit of
the Underwriter (or any person controlling the Underwriter) in the case of a
Corrected Collateral Error, if the Underwriter failed to notify such person
thereof or to deliver to such person corrected Computational Materials and/or
ABS Term Sheets, as applicable. This indemnity agreement will be in addition to
any liability which Citicorp may otherwise have.
(c) The Underwriter agrees to indemnify and hold harmless CMSI and
Citicorp, each of their respective directors, each of their respective officers
who signed the Registration Statement or any amendment thereof, and each person
who controls CMSI or Citicorp within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnities from CMSI and
Citicorp to the
12
Underwriter, but only with reference to (i) written information furnished to
CMSI or Citicorp by or on behalf of the Underwriter specifically for use in
connection with the preparation of the Prospectus or any revision or amendment
thereof or supplement thereto, consisting solely of such Underwriter's
statements as are included in Schedule I hereto, (ii) any untrue statement made
in ABS Term Sheets or Computational Materials incorporated by reference into the
Registration Statement or Prospectus as a result of any filing pursuant to
Section 5(f) (except to the extent any such untrue statement or alleged untrue
statement results directly from a Collateral Error that is not subsequently a
Corrected Collateral Error) and (iii) any inaccuracy or untruth of the
statements or representations set forth in Section 7(b). This indemnity
agreement will be in addition to any liability which the Underwriter may
otherwise have. Each of CMSI and Citicorp acknowledges that the statements set
forth in Schedule I under the heading "Underwriter's Statements to be Included
in the Prospectus Supplement" constitute the only information furnished in
writing by or on behalf of the Underwriter for inclusion in the Prospectus or
any revision or amendment thereof or supplement thereto, and the Underwriter
confirms that such statements are correct.
(d) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any indemnified party
otherwise than under this Section 8. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and to
the extent that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such indemnified party,
to assume the defense thereof, with counsel satisfactory to such indemnified
party; provided that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the indemnified party or parties, representing the
indemnified party or parties who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall be only in respect of the counsel referred to in such
clause (i) or (iii).
(e) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 8 is due
in accordance with its terms but is for any reason held by a court to be
unavailable on grounds of policy or otherwise, CMSI or Citicorp, as the case may
be, and the Underwriter shall contribute to the aggregate losses, claims,
damages and liabilities (including legal and other expenses reasonably incurred
in connection with investigating or defending same) to which CMSI or Citicorp,
as the case may be, and the Underwriter may be subject in such proportion so
that the Underwriter is responsible for 0.5% thereof and CMSI or Citicorp, as
the case may be, is responsible for the balance; provided that no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation and provided further that, to the extent such
circumstances relate to
13
any untrue statement made in ABS Term Sheets or Computational Materials
incorporated by reference into the Registration Statement or Prospectus as a
result of any filing pursuant to Section 5(f) (except to the extent any such
untrue statement resulted directly from a Collateral Error that was not
subsequently a Corrected Collateral Error) or any inaccuracy or untruth of the
statements or representations set forth in Section 7(b), then such contribution
shall be determined based on the relative fault of CMSI or Citicorp, as the case
may be, on the one hand, and the Underwriter on the other in connection with the
statements made in such ABS Term Sheets or Computational Materials or the
inaccuracy or untruth of such statements or representations which resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact, or such inaccurate or untrue
statement or representation, relates to information supplied by CMSI, Citicorp
or the Underwriter, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such statement,
omission or representation. For purposes of this Section 8, each person who
controls the Underwriter within the meaning of either the Act or the Exchange
Act shall have the same rights to contribution as the Underwriter, and each
person who controls CMSI or Citicorp, as the case may be, within the meaning of
either the Act or the Exchange Act, each officer of CMSI or Citicorp, as the
case may be, who shall have signed the Registration Statement or any amendment
thereof and each director of CMSI or Citicorp, as the case may be, shall have
the same rights to contribution as CMSI or Citicorp, as the case may be. Any
party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or parties
under this paragraph (e), notify such party or parties from whom contribution
may be sought, but the omission to so notify such party or parties shall not
relieve the party or parties from whom contribution may be sought from any other
obligation it or they may have hereunder or otherwise than under this paragraph
(e).
9. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Underwriter, by notice given to CMSI and Citicorp
prior to delivery of and payment for the Offered CitiCertificates, if prior to
such time (i) trading in securities generally on the New York Stock Exchange
shall have been suspended or materially limited, (ii) a general moratorium on
commercial banking activities in New York shall have been declared by either
federal or New York State authorities, or (iii) there shall have occurred any
material outbreak or escalation of hostilities or other calamity or crisis the
effect of which on the financial markets of the United States is such as to make
it, in the reasonable judgment of the Underwriter after consultation with CMSI,
impracticable to market the Offered CitiCertificates.
10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
CMSI and Citicorp and its respective officers and of the Underwriter set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Underwriter, CMSI or
Citicorp or any of the officers, directors or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Offered
CitiCertificates. The provisions of Section 8 hereof shall survive the
termination or cancellation of this Agreement.
11. Obligation of Citicorp. Xxxxxxxx agrees, in consideration of and as
an inducement to the Underwriter's purchase of the Offered CitiCertificates from
CMSI, to indemnify and hold harmless the Underwriter, and each person who
controls the Underwriter against any failure by CMSI to perform any of its
obligations under this Agreement, including, without limitation, any obligation
of CMSI to the Underwriter pursuant to Sections 5 and 8 hereof, after receipt
from the Underwriter of written notice of any such failure.
12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors and controlling persons referred to in
14
Section 8 hereof and their respective successors and assigns, and no other
person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
14. Miscellaneous. This Agreement supersedes all prior or
contemporaneous agreements and understandings relating to the subject matter
hereof. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated except by a writing signed by the party against whom
enforcement of such change, waiver, discharge or termination is sought. This
Agreement may be signed in any number of counterparts, each of which shall be
deemed an original, which taken together shall constitute one and the same
instrument.
15. Notices. All communications hereunder will be in writing and
effective only upon receipt and, if sent to the Underwriter, will be delivered
to the Underwriter at the address specified in Schedule I, or if sent to CMSI,
will be delivered to Citicorp Mortgage Securities, Inc., 000 Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: X. Xx Xxxxxxx, President; or if sent to
Citicorp, will be delivered to Citicorp, Citicorp Center, 000 Xxxx 00xx Xxxxxx,
0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxxxx X. Xxxxx, Vice President.
15
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to each of the undersigned a counterpart
hereof, whereupon this letter and your acceptance shall represent a binding
agreement among CMSI, Citicorp and the Underwriter.
Very truly yours,
CITICORP MORTGAGE SECURITIES, INC.
By:_______________________________
Senior Vice President
CITICORP
By:_______________________________
Vice President
The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.
[Underwriter]
By:________________________________
Name:
Authorized Signatory
16
I-3
SCHEDULE I
Underwriting Agreement dated ________, 1999
REMIC Pass-Through Certificates, Series 1999-__
Offered CitiCertificates: Senior Class A CitiCertificates, Senior
Subordinated Class M CitiCertificates, and
Subordinated Class B-1 CitiCertificates and
Class B-2 CitiCertificates (the "Offered
Class B CitiCertificates")(each in such
proportion of the Mortgage Loans as specified
in Attachment A hereto and within the
respective tolerances as are set forth
therein).
The Senior Class A CitiCertificates may
include one or more Subclasses of Class A
CitiCertificates with the prior consent of an
authorized officer of CMSI, which consent
shall not unreasonably be withheld.
Subclasses of Senior Class A CitiCertificates
which are not eligible to be held by DTC, the
Senior Subordinated Class M CitiCertificates
and the Offered Class B CitiCertificates
shall be issued in definitive, fully
registered form rather than in book-entry
form held by DTC. The certificates
representing such Subclasses of Senior Class
A CitiCertificates, the Senior Subordinated
Class M CitiCertificates and the Offered
Class B CitiCertificates shall be registered
in such names and in such denominations as
the Underwriter shall request in writing not
less than two business days prior to the
Closing Date or, if the Underwriter shall
fail to give such notice, one certificate
representing each of such Subclasses of
Senior Class A CitiCertificates, the Senior
Subordinated Class M CitiCertificates and the
Offered Class B CitiCertificates shall be
registered in the name of the Underwriter.
Purchase Price: __________% of the Initial Principal Amount
of the Senior Class A CitiCertificates other
than the Subclass of Senior Class A
CitiCertificates which is a ratio-stripped
principal-only Subclass (the "Class A-PO
CitiCertificates"), ________% of the Initial
Principal Amount of the Class A-PO
CitiCertificates, ________% of the Initial
Principal Amount of the Class M
CitiCertificates, ________% of the Initial
Principal Amount of the Class B-1
CitiCertificates and ________% of the Initial
Principal Amount of the Class B-2
CitiCertificates plus, in each case (other
than in the case of principal only Subclasses
of CitiCertificates), accrued interest from
(and including) the Cut-Off Date to (but
excluding) the Closing Date at the rate of
____% per annum, plus $_____ (if the Offered
CitiCertificates are sold to investors in
subclasses).
I-1
Originator and Address: Citicorp Mortgage, Inc.(1)
00000 Xxxxx Xxxxx Xxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Underwriter and Address [Name}
for Notices: [address]
Description of Mortgage Loans: 15- to 30-year fixed-rate conventional one-
to four-family mortgage loans having an
aggregate principal balance as of the Cut-Off
Date of approximately $___,000,000 (subject
to an upward or downward variance of up to
5%). The weighted average Note Rate of the
Mortgage Loans as of the Cut-Off Date is
expected to be at least _____% but no more
than_____%. The weighted average remaining
term to stated maturity of the Mortgage Loans
as of the Cut-Off Date is expected to be at
least ___ months but no more than 360 months.
The Mortgage Loans, subject to certain
changes by CMSI (which changes shall not be
material), are further described in
Attachment A hereto.
Cut-Off Date: ________ 1, 1999.
Ratings of
Offered CitiCertificates: The Senior Class A CitiCertificates (other
than the principal only Subclasses of
CitiCertificates) shall be rated "AAA" by
Standard & Poor's Ratings Group ("S&P") and
"AAA" by Fitch IBCA, Inc. ("Fitch"). The
principal only Subclasses of CitiCertificates
shall be rated "AAAr" by S&P and "AAA" by
Fitch. The Class M CitiCertificates shall be
rated at least "AA" by Fitch, the Class B-1
CitiCertificates shall be rated at least "A"
by Fitch, and the Class B-2 CitiCertificates
shall be rated at least "BBB" by Fitch.
Denominations: The denominations of the Offered
CitiCertificates will be an Initial Principal
Amount of $1,000 and any whole dollar amount
in excess thereof (except that one
CitiCertificate of each such other Senior
Class A Subclass and one Class M, Class B-1
and Class B-2 CitiCertificate
may be in a different denomination).
-----------------------------
(1) Mortgage Loans of this Originator include Mortgage Loans originated or
acquired by Citibank, Federal Savings Bank and originated by Citibank, N.A.
I-2
Underwriter's Statements to
be Included in the Prospectus
Supplement: The purchase price for the Offered
CitiCertificates will be set by the
Underwriter or negotiated between the
purchaser and the Underwriter at the time of
sale, which will occur from time to time.
The Offered CitiCertificates are offered
subject to receipt and acceptance by the
Underwriter, to prior sale and to the
Underwriter's right to reject any order in
whole or in part.
Although the Underwriter had indicated to the
Issuer that it intends to establish a
secondary market for the Offered
CitiCertificates, the Underwriter is under no
obligation to do so or to continue doing so
for any period of time.
IN CONNECTION WITH THIS OFFERING THE
UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE OFFERED CITICERTIFICATES
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
Subject to the terms and conditions of the
Underwriting Agreement among Citicorp, the
Issuer and the Underwriter (the "Underwriting
Agreement"), the Offered CitiCertificates are
being purchased from the Issuer by the
Underwriter upon issuance. The Underwriter is
committed to purchase all of the Offered
CitiCertificates offered hereby if any
CitiCertificates are purchased. Distribution
of the Offered CitiCertificates is being made
by the Underwriter from time to time in
negotiated transactions or otherwise at
varying prices to be determined at the time
of sale. In connection with the purchase and
sale of such CitiCertificates, the
Underwriter may be deemed to have received
compensation from the Issuer in the form of
underwriting discounts.
Delivery and Payment: Same day funds by federal funds wire.
Closing Date and Location: 10:00 a.m. (New York City time)
on ______ __, 1999 at the offices of:
Citicorp
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
I-3
