Exhibit 1.2
Terms Agreement
(attached hereto)
EXHIBIT 1.2
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
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Dated: October 26, 2001
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of October 26, 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 $474,097,661 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 October 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 October 29, 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: 2001-7
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Terms of the Certificates and Underwriting Compensation:
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Original Principal or
Classes Notional Amount Remittance Rate(1) Price to Public
------- --------------- --------------- ---------------
Class IA-1 $381,472,000 7.00% *
Class IA-P(3 $ 4,518,918 0.00% *
Class IA-X(2) $ 6,962,330 7.00% *
Class IIA-1 $ 75,933,000 6.50% *
Class IIA-P(6) $ 725,643 0.00% *
Class IIA-X(2) $ 1,778,114 6.50% *
Class M $ 6,201,000 Variable Rate(5) *
Class B-1 $ 3,339,000 Variable Rate(5) *
Class B-2 $ 1,908,000 Variable Rate(5) *
Class R(4) $ 100 7.00% *
* The Certificates are being offered by the Underwriter from time to time in
negotiated transactions or otherwise at varying prices to be determined, in each
case, at the time of sale.
(1) Interest distributed to the Offered Certificates (other than the
Principal Only Certificates) on each Distribution Date will have
accrued during the preceding calendar month at the applicable per annum
interest rate.
(2) Not entitled to receive distributions of principal and will accrue
interest on its Notional Amount as described in the Prospectus
Supplement.
(3) Will not be entitled to distributions of interest and will only receive
principal in respect of the Group I Loans with Pass-Through Rates that
are less than 7.00% per annum.
(4) 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).
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(5) The interest rate on these classes of certificates will vary from 6.50%
to 7.00% per annum. The initial interest rate on each class of
certificates will be approximately 6.917%.
(6) Will not be entitled to distributions of interest and will only receive
principal in respect of the Group II Loans with Pass-Through Rates that
are less than 6.50% per annum.
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", respectively, to
the Class A Certificates and Class R Certificates. S&P 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:
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Senior/Subordinated: Shifting interest
Cut-off Date:
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The Cut-off Date is October 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 in November 2001.
Purchase Price:
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The purchase price payable by the Underwriters for the Certificates is
approximately [Provided Upon Request]% of the aggregate principal balance of the
Certificates as of the Closing Date plus accrued interest from October 1, 2001
up to but not including the Closing Date.
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Information Provided By Xxxxxxx Xxxxx:
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The information described in the last sentence of Section 6(b) of the
Underwriting Agreement constitutes information furnished in writing by Xxxxxxx
Sachs 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:
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October 29, 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.
XXXXXXX, SACHS & CO..
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Managing Director
ABN AMRO INCORPORATED
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: First Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ Xxx X. Xxxxxxx
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Name: Xxx X. Xxxxxxx
Title: Vice President
ABN AMRO NORTH AMERICA, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Senior Vice President
ABN AMRO NORTH AMERICA, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Senior Vice President
Exhibit I
Name Original Principal Amount of Certificates
---- -----------------------------------------
XXXXXXX, XXXXX & CO. 100% of the Certificates
Total: $484,640,962.98
