EXECUTION COPY
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PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
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Dated: November 22, 1999
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of March 19, 1999 (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 $294,856,541 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 November 1, 1999
among the Company as depositor, ABN AMRO Mortgage Group, Inc. 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 November 23, 1999. 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: 1999-8
Terms of the Certificates and Underwriting Compensation:
Original Principal
Classes Amount Remittance Rate(1) Price to Public
------- ------ --------------- ---------------
Class A-1 $64,100,000 7.00%
Class A-2 $33,000,000 7.25%
Class A-3 $18,780,000 7.35%
Class A-4 $25,000,000(2) 7.35%
Class A-5 $38,991,000(2) 6.90%
Class A-6(7) $20,000,000 (3)(8)
Class A-7 $20,000,000(2) (3)
Class A-8 $2,000,000(2) (3)
Class A-9 $49,108,330(10) (4)
Component A-9-1 $8,500,000 7.75%
Component A-9-2(7) $9,301,548 7.75%(8)
Component A-9-3(7) $4,700,000 7.75%(8)
Component A-9-4(6) $3,008,330 0.00%
Component A-9-5 $37,600,000(2) 7.75%(5)
Class A-10 $3,519,000(2) 7.75%(5)
Class A-11 $6,100,000(2) 7.75%(5)
Class A-12 $2,300,000(10) 7.75%
Class A-13 $12,184,676(2) (3)
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Class A-14(7) $12,184,676 (3)(8)
Class A-15(6) $2,324,324(2) 0.00%
Class A-P(6) $6,308,111 0.00%
Class A-X(7) $2,929,194 7.75%(8)
Class M $7,427,000 7.75%
Class B-1 $2,525,000 7.75%
Class B-2 $1,189,000 7.75%
Class R(9) $100 7.75%
(1) Interest distributed to the Offered Certificates (other than the Class A-6,
Class A-7, Class A-8, Class A-13 and Class A-14 Certificates) on each
Distribution Date will have accrued during the preceding calendar month at
the applicable per annum interest rate. Interest distributed to the Class
A-6, Class A-7, Class A-13 and Class A-14 Certificates will have accrued on
the initial Distribution Date from the Closing Date to the 24th day of
December and on each Distribution Date thereafter from the 25th day of the
month before the month in which a Distribution Date occurs to the 24th day
of the month in which that Distribution Date occurs at the applicable
interest rate.
(2) Will receive distributions of principal payable from the amounts of
interest not paid to the Accrual Certificates (as defined in the Prospectus
Supplement).
(3) The adjustable rate for the Class A-6 Certificates will be 7.50% - LIBOR
with a maximum of 7.50% and a minimum of 0.00%. The adjustable rate for the
Class A-7 Certificates will be LIBOR + 0.60% with a maximum of 9.00% and a
minimum of 0.60%. The adjustable rate for the Class A-8 Certificates will
be 84.00% - (10 x LIBOR) with a maximum of 9.00% and a minimum of 0.00%.
The adjustable rate for the Class A-13 Certificates will be LIBOR + 0.40%
with a maximum of 9.00% and a minimum of 0.40%. The adjustable rate for the
Class A-14 Certificates will be 8.60% - LIBOR with a maximum of 8.60% and a
minimum of 0.00%. The initial rates for the Class X-0, Xxxxx X-0, Class
A-8, Class A-13 and Class A-14 Certificates will be 2.10%, 6.00%, 9.00%,
5.80% and 3.20%, respectively.
(4) The Class A-9 Certificates will be comprised of Component X-0-0, Xxxxxxxxx
X-0-0, Xxxxxxxxx X-0-0, Component A-9-4 and Component A-9-5 having the
characteristics described in the table above and the Prospectus Supplement.
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(5) Interest accrued on this class of certificates will initially be added to
its principal balance rather than distributed to the holders of this class
of certificates on each distribution date.
(6) 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 7.75% per annum.
(7) Not entitled to receive distributions of principal.
(8) Will accrue interest on its Notional Amount as described in the Prospectus
Supplement.
(9) 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).
(10) All losses otherwise allocable to the Class A-9 Certificates (other than
losses allocable to Component A-9-4 which will be reimbursed as described
in the Prospectus Supplement) will be allocated to the Class A-12
Certificates until the principal balance of the Class X- 00 Certificates is
reduced to zero.
Certificate Rating:
Standard & Poor's, a division of the XxXxxx-Xxxx Companies, Inc. ("S&P")
and Duff & Xxxxxx Credit Rating Co. ("DCR") shall each assign a rating of "AAA"
to the Class A Certificates (other than the Class A-6, Class A-8, Class A-9,
Class A-14, Class A-15, Class A-P and Class A-X Certificates, which will each be
assigned a rating of "AAAr" by S&P) and the Class R Certificate. DCR 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 I and REMIC II.
Credit Enhancement:
Senior/Subordinated: Shifting interest
Cut-off Date:
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The Cut-off Date is November 1, 1999.
Distribution Date:
The 25th day of each month (or, if such 25th day is not a business day, the
business day immediately following) commencing December 1999.
Purchase Price:
The purchase price payable by the Underwriters for the Certificates is
approximately 98.46% of the aggregate principal balance of the Certificates as
of the Closing Date plus accrued interest from November 1, 1999 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
Underwriters in connection with the purchase of the Certificates.
Closing Date and Location:
November 23, 1999 at the Chicago, Illinois offices of Xxxxx, Xxxxx & Xxxxx.
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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.
XXXXXX BROTHERS INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President
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/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
STANDARD FEDERAL BANCORPORATION, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Executive Vice President
Exhibit I
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Original
Principal
Amount of
Name Certificates
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XXXXXX BROTHERS INC. 100% of the Certificates
Total $294,856,541
