EXHIBIT 1.2
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
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Dated: February 25, 2002
To: ABN AMRO Mortgage Corporation
Re: Underwriting Agreement, dated as of January 28, 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 $158,631,471 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 February 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 9:00 a.m.,
Chicago, Illinois time, on February 26, 2002. 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.
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Series Designation:
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ABN AMRO Mortgage Corporation Multi-Class Mortgage Pass-Through
Certificates, Series 2002-2
Terms of the Certificates and Underwriting Compensation:
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Original Principal or Price to
Class Notional Amount* Certificate Rate Public
----- ---------------- ---------------- ------
A-1 $23,888,510 5.50% **
A-2 $90,559,000 6.00% **
A-3 $42,192,890 6.50% **
A-X $186,023 6.50% **
A-P $7,278 *** **
M $873,000 6.00% **
B-1 $396,000 6.00% **
B-2 $318,000 6.00% **
R $100 6.00% **
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* 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.
Certificate Rating:
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AAA on the Class A Certificates and the Class R Certificate by
Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx
Companies, Inc. ("S&P") and by Fitch Ratings ("Fitch").
AA on the Class M Certificates by S&P.
A on the Class B-1 Certificates by S&P.
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BBB on the Class B-2 Certificates by S&P.
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:
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The Cut-off Date is February 1, 2002.
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 March 25, 2002.
Purchase Price:
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The purchase price payable by the Underwriter for the Certificates is
100.27% of the aggregate principal balance of the Certificates as of the
Closing Date plus accrued interest from February 1, 2002 up to but not
including the Closing Date.
Information Provided by Xxxxxxx Xxxxx:
-------------------------------------
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 Underwriter in connection with the purchase of the
Certificates.
Closing Date and Location:
-------------------------
February 26, 2002 at the Chicago, Illinois offices of Mayer, Brown,
Xxxx & Maw.
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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.
XXXXXXX, SACHS & CO.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Managing Director
ABN AMRO INCORPORATED
By: /s/ Xxxxx Xxxxxxx
--------------------
Name: Xxxxx Xxxxxxx
Title: First Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx 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
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Executive Vice President
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EXHIBIT I
Original Principal
Name Amount of Certificates
---- ----------------------
Xxxxxxx, Xxxxx & Co. $158,234,778
TOTAL $158,234,778 100%
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