PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
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Dated: November 24, 2003
To: ABN AMRO Mortgage Corporation
Re: Underwriting Agreement, dated as of February 23, 2003 (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 $295,554,262 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 November 1, 2003 among the Company, as depositor,
Washington Mutual Mortgage Securities Corp., as seller and servicer and U.S.
Bank 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 10:00 a.m., New York, New
York time, on November 25, 2003 and the location of the closing shall be the New
York City offices of Xxxxxxx Xxxxxxxx & Xxxx LLP. The opinion referred to in
Section 4(b) of the Underwriting Agreement shall be delivered by Xxxxxxx
Xxxxxxxx & Wood LLP, 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:
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ABN AMRO Mortgage Corporation Multi-Class Mortgage Pass-Through
Certificates, Series 2003-12.
Terms of the Certificates and Underwriting Compensation:
Original Principal or Price to
Class Notional Amount* Certificate Rate Public
----- ---------------- ---------------- ------
1A $56,855,000.00 5.00% **
2A $196,971,000.00 5.50% **
3A1 $34,283,125.00 (1) **
3A2 $34,283,125.00 (1) **
A-P $464,037.00 *** **
M $4,307,000.00 (2) **
B-1 $1,783,000.00 (2) **
B-2 $891,000.00 (2) **
R $100 5.00% **
_________________________
* Approximate. Subject in the case of each Class to a permitted variance
of plus or minus 5%.
** 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 A-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
----- ------- ------- ------- -------
3A1 LIBOR + 0.60% 1.72% 8.00% 0.60%
3A2 7.40% - LIBOR 6.28% 7.40% 0.00%
(2) The Certificate Rate for the Class M, Class B-1 and Class B-2
Certificates will vary from 5.00% to 8.00% per annum. The initial
Certificate Rate for the Class M, Class B-1 and Class B-2 Certificates
will be approximately 5.697641254% per annum.
Certificate Ratings:
-------------------
"AAA" on the Class A Certificates and the Class R Certificate by each
of Fitch Ratings ("Fitch") and Xxxxx'x Investors Service, Inc..
"AA" on the Class M Certificates by Fitch.
"A" on the Class B-1 Certificates by Fitch.
"BBB" on the Class B-2 Certificates by Fitch.
REMIC Election:
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The Company intends to cause an election to be made to treat each of
REMIC I, REMIC II and REMIC III as "real estate mortgage investment conduits"
(each, a "REMIC") for federal income tax purposes. All of the Certificates
issued by REMIC III, other than the Class R Certificate, will represent
ownership of REMIC "regular interests" in REMIC III. The Class R Certificate
will represent ownership of the REMIC "residual interest" in each of REMIC I,
REMIC II and REMIC III.
Credit Enhancement:
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Senior/Subordinated: Shifting interest.
Cut-off Date:
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The Cut-off Date is November 1, 2003.
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 December 26, 2003.
Purchase Price:
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The purchase price payable by the Underwriter for the Certificates is
99.179% of the aggregate principal balance of the Certificates as of the Closing
Date plus accrued interest, as applicable, from November 1, 2003 up to but not
including the Closing Date.
Information Provided by Xxxxxxx, Xxxxx & Co.:
--------------------------------------------
The information described in the last sentence of Section 6(b) of the
Underwriting Agreement constitutes information furnished in writing by Xxxxxxx,
Sachs & Co. 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:
-------------------------
November 25, 2003 at the New York City offices of Xxxxxxx Xxxxxxxx &
Xxxx LLP.
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, SACHS & CO.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Managing Director
ABN AMRO FINANCIAL SERVICES, INC.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
LASALLE BANK CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Executive Vice President
EXHIBIT I
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Original Principal
Name Amount of Certificates
---- ----------------------
Xxxxxxx, Xxxxx & Co. $295,554,262
TOTAL $295,554,262 100%
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