MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
---------------
Dated: May 22, 2002
To: ABN AMRO Mortgage Corporation
Re: Underwriting Agreement, dated as of May 22, 2002 (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 $527,608,570 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 May 1, 2002 among the Company as depositor, ABN AMRO
Mortgage Group, Inc. as servicer and JPMorgan Chase 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 10:00 a.m., New York, New
York time, on May 23, 2002 and the location of the closing shall be the New
York, New York offices of Xxxxxxx Xxxxxxxx & Xxxx. 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 2002-1A.
Terms of the Certificates and Underwriting Compensation:
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Original Principal or
Classes Notional Amount* Remittance Rate Price to Public
------- ---------------- --------------- ---------------
Class IA-1 $139,063,000 (1)
**
Class IA-2 $151,357,000 (2)
**
Class IA-3 $3,069,004 (3)
**
Class IA-4 $7,530,413 (4)
**
Class IIA-1 $83,004,000 (5)
**
Class IIA-2 $37,728,000 (6)
**
Class IIA-3 $96,245,000 (7)
**
Class IIA-4 $3,868,466 (8)
**
Class IIA-5 $8,457,890 (9)
**
Class M $6,637,000 (10)
**
Class B-1 $3,982,000 (10)
**
Class B-2 $2,655,000 (10)
**
Class R $100 (11)
**
--------------------------------------------------------------------------------
* 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.
(1) With respect to any distribution date on or prior to March 2007 is 5.85%
per annum, subject to a maximum rate equal to the Adjusted Net WAC for Loan
Group I for the related distribution date. Thereafter, will be equal to the
Net WAC for Loan Group I for the related distribution date (each as defined
in the Prospectus Supplement).
(2) With respect to any distribution date on or prior to March 2007 is 5.85%
per annum, subject to a maximum rate equal to the Adjusted Net WAC for Loan
Group I for the related distribution date. Thereafter, will be equal to the
Net WAC for Loan Group I for the related distribution date (each as defined
in the Prospectus Supplement).
(3) With respect to any distribution date on or prior to March 2007, 0.00% per
annum. Thereafter, will be equal to the Net WAC for Loan Group I for the
related distribution date (each as defined in the Prospectus Supplement).
(4) With respect to any distribution date on or prior to March 2007 is 5.85%
per annum. Thereafter, will no longer be entitled to distributions of any
kind (each as defined in the Prospectus Supplement).
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(5) With respect to any distribution date on or prior to March 2005 is 5.85%
per annum, subject to a maximum rate equal to the Adjusted Net WAC for Loan
Group II for the related distribution date plus 0.50% per annum.
Thereafter, will be equal to the Net WAC for Loan Group II for the related
distribution date (each as defined in the Prospectus Supplement).
(6) With respect to any distribution date on or prior to March 2005 is 4.25%
per annum, subject to a maximum rate equal to the Adjusted Net WAC for Loan
Group II for the related distribution date minus 1.10% per annum.
Thereafter, will be equal to the Net WAC for Loan Group II for the related
distribution date (each as defined in the Prospectus Supplement).
(7) With respect to any distribution date on or prior to March 2005 is 5.35%
per annum, subject to a maximum rate equal to the Adjusted Net WAC for Loan
Group II for the related distribution date. Thereafter, will be equal to
the Net WAC for Loan Group II for the related distribution date (each as
defined in the Prospectus Supplement).
(8) With respect to any distribution date on or prior to March 2005, 0.00% per
annum. Thereafter, will be equal to the Net WAC for Loan Group II for the
related distribution date (each as defined in the Prospectus Supplement).
(9) With respect to any distribution date on or prior to March 2005 is 5.35%
per annum. Thereafter, will no longer be entitled to distributions of any
kind (each as defined in the Prospectus Supplement).
(10) For any Distribution Date, the weighted average of (A) for the portion of
the Certificates attributable to Group I and any Interest Accrual Period
(i) up to and including March 2007, 5.85% per annum, and (ii) beginning in
April 2007, equal to Net WAC on the Group I Loans; and (B) for the portion
of the Certificates attributable to Group II and any Interest Accrual
Period (i) up to and including March 2005, 5.35% per annum, and (ii)
beginning in April 2005, equal to Net WAC on the Group II Loans, with the
weighted average of the rates under clauses (A) and (B) above being
calculated in proportion to the Group I Subordinate Amount and the Group II
Subordinate Amount, respectively (each as defined in the Prospectus
Supplement).
(11) With respect to any Interest Accrual Period is equal to the Adjusted Net
WAC for Loan Group II for the related distribution date. Thereafter, will
be equal to the Net WAC for Loan Group II for the related distribution date
(each as defined in the Prospectus Supplement).
Certificate Rating:
------------------
Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's, a
division of The XxXxxx-Xxxx Companies, Inc. ("Standard & Poor's") shall each
assign a rating of not less than "Aaa" and "AAA," respectively, to the Class A
Certificates. Standard & Poor's shall assign a rating of not less than "AAA" to
the Class R Certificates. Standard & Poor's and Moody's shall each assign a
rating of not less than "AA" and "Aa2," respectively, to the Class M
Certificates. Standard & Poor's and Moody's shall each assign a rating of not
less than "A" and "A2," respectively, to the Class B-1 Certificates. Standard &
Poor's and Moody's shall each assign a rating of not less than "BBB" and "Baa2,"
respectively, 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
3
Cut-off Date:
------------
The Cut-off Date is May 1, 2002.
Distribution Date:
-----------------
The 25th day of each month (or, if such 25th day is not a Business Day,
the Business Day immediately following) commencing in June 2002.
Purchase Price:
--------------
The purchase price payable by the Underwriters for the Certificates is
approximately 100.00% of the aggregate principal balance of the Certificates as
of the Closing Date plus accrued interest from May 1, 2002 up to but not
including the Closing Date.
Information Provided By Xxxxxx Brothers:
---------------------------------------
The information described in the last sentence of Section 6(b) of the
Underwriting Agreement constitutes information furnished in writing by Xxxxxx
Brothers 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 23, 2002 at the New York, New York offices of Xxxxxxx Xxxxxxxx &
Wood.
4
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 X. Xxxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
ABN AMRO FINANCIAL SERVICES, INC.
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
ABN AMRO NORTH AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
By: /s/ Xxxxx Penstine
-------------------------------
Name: Xxxxx Penstine
Title: Executive Vice President
Exhibit I
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Name Original Principal Amount of Certificates
---- -----------------------------------------
XXXXXX BROTHERS INC. 100%
Total: $527,608,570
