PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: May 24, 2001
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of May 24, 2001 (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 $221,747,500 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 May 1, 2001
among the Company as depositor, ABN AMRO Mortgage Group, Inc. as servicer and
The Chase Manhattan Bank 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 May 25, 2001. 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: 2001-2
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Terms of the Certificates and Underwriting Compensation:
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Classes Original Principal Amount Remittance Rate(1)
------- ------------------------- ---------------
Class A-1 $158,063,614 6.75%
Class A-2 $15,000,000 6.75%
Class A-3(2) $18,950,000 6.70%
Class A-4 $22,342,317 6.75%
Class A-5(2)(3) $18,950,000 0.05%
Class A-P(4) $1,247,369 0.00%
Class A-X(3) $10,659,394 6.75%
Class M $2,904,500 6.75%
Class B-1 $2,234,200 6.75%
Class B-2 $1,005,500 6.75%
Class R(5) $100 6.75%
(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.
(2) A reserve fund will cover certain interest shortfalls which would
otherwise be allocated to the Class A-3 or Class A-5 Certificates and,
with respect to the Class A-3 Certificates only, an irrevocable
financial guaranty insurance policy issued by MBIA Insurance
Corporation will cover, under certain circumstances, interest
shortfalls and principal losses which would otherwise be allocated to
the Class A-3 Certificates.
(3) Not entitled to receive distributions of principal and will accrue
interest on its Notional Amount as described in the Prospectus
Supplement.
(4) 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 6.75% per annum.
(5) 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:
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Standard & Poor's, a division of The XxXxxx-Xxxx Companies,
Inc. ("S&P") and Fitch, Inc. ("Fitch") shall each assign a rating of "AAA" to
the Class A Certificates 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:
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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 May 1, 2001.
Distribution Date:
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The 25th day of each month (or, if such 25th day is not a
business day, the business day immediately following) commencing August 1999.
Purchase Price:
--------------
The purchase price payable by the Underwriters for the
Certificates is approximately 99.85% of the aggregate principal balance of the
Certificates as of the Closing Date plus accrued interest from May 1, 2001 up to
but not including the Closing Date.
Information Provided By Bear Xxxxxxx:
------------------------------------
In addition to the information described in the last sentence of
Section 6(b) of the Underwriting Agreement, the Company and Bear Xxxxxxx
acknowledge that all of the statements set forth under the caption "The
Financial Guaranty Insurance Policy" as well as all of the statements set forth
in Appendix C to the Prospectus Supplement, each as included in the Prospectus
Supplement relating to the Certificates, constitute information furnished in
writing by Bear Xxxxxxx 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 Underwriters in connection with the purchase of the Certificates.
Closing Date and Location:
-------------------------
May 25, 2001 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/ Xxxx Friedman_________________________
Name: Xxxx Xxxxxxxx
Title: Senior Managing Director
ABN AMRO INCORPORATED
By:__/s/ Xxxxx Fregosi____________
Name: Xxxxx Xxxxxxx
Title: First Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By:_/s/ Xxxxxx X. Fischer_________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
ABN AMRO NORTH AMERICA, INC.
By:__/s/ Xxxx Flores______________
Name: Xxxx Xxxxxx
Title:
Exhibit I
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Original
Principal
Amount of
Name Certificates
---- ------------
BEAR, XXXXXXX & CO. INC. 100% of the Certificates
Total $221,747,500
