PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
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Dated: July 26, 1999
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of December 22, 1998 (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 $308,368,928 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 July 1, 1999
among the Company as depositor, LaSalle Home Mortgage Corporation 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 July 27, 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: 1999-5
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Terms of the Certificates and Underwriting Compensation:
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Classes Original Principal Amount Interest Rate* Price to Public
------- ------------------------- -------------- ---------------
Class A-1 $60,514,000.00 6.60%
Class A-2 $30,000,000.00 6.75%
Class A-3 $475,000.00 6.75%
Class A-4 $11,500,000.00 6.75%
Class A-5***** $1,344,755.56 6.75%****
Class A-6 $79,131,433.00 Adjustable***
Class A-7 $26,377,144.00 Adjustable***
Class A-8 $34,339,323.00 6.75%
Class A-9 $31,085,699.00 6.75%
Class A-10 $31,085,585.00 6.75%
Class A-P** $3,136,144.00 0.00%
Class A-X***** $7,685,750.89 6.75%****
Class M $6,994,300.00 6.75%
Class B-1 $2,486,800.00 6.75%
Class B-2 $1,243,400.00 6.75%
Class R****** $100.00 6.75%
* 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 (as
defined in the Prospectus Supplement).
** Not entitled to receive distributions of interest.
*** The adjustable rate for the Class A-6 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-7 Certificates will be
25.20% - (3.0 x LIBOR) with a maximum of 25.20% and a
minimum of 0.00%. The initial rates for the Class A-6 Certificates and
the Class A-7 Certificates will be 5.7675% and 9.6975%, respectively.
**** Will accrue interest on the related Notional Amount as described in
the Prospectus Supplement.
***** Not entitled to receive distributions of principal.
****** 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") shall assign a rating of "AAA" to the Class A and Class R
Certificates (except for the Class A-5, Class A-7, Class A-P and Class A-X
Certificates, which will be rated "AAAr") and Fitch IBCA, Inc. ("Fitch") shall
assign a rating of "AAA" to the Class A 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:
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Senior/Subordinated: Shifting interest
Cut-off Date:
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The Cut-off Date is July 1, 1999.
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 95.39% of the aggregate principal balance of the Certificates as
of the Closing Time plus accrued interest from July 1, 1999 up to but not
including the Closing Time.
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:
--------------------------
July 27, 1999 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 Xxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxx
Title: Senior Managing Director
ABN AMRO INCORPORATED
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: First Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
STANDARD FEDERAL BANCORPORATION, INC.
By: /s/ Xxxxxx X. Xxxx
----------------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President
Exhibit I
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Original
Principal
Amount of
Name Certificates
---- ------------
BEAR, XXXXXXX & CO. INC. 100% of the Certificates
Total $308,368,928.00
