PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: September 23, 2002
To: ABN AMRO Mortgage Corporation
Re: Underwriting Agreement, dated as of September 20, 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 $814,555,466 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 September 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 September 24, 2002 and the location of the closing shall be the
New York City offices of Xxxxxxx Xxxxxxxx & Xxxx. The opinion referred to in
Section 4(b) of the Underwriting Agreement shall be delivered by Xxxxxxx
Xxxxxxxx & Wood, as counsel for the Company. 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:
-------------------
ABN AMRO Mortgage Corporation Multi-Class Mortgage Pass-Through
Certificates, Series 2002-8
Terms of the Certificates and Underwriting Compensation:
Original Principal or Price to
Class Notional Amount* Certificate Rate Public
----- ---------------- ---------------- ------
IA-1 $81,562,500 4.25% **
IA-2 $18,419,640 6.25% **
IA-3 $39,611,500 6.25% **
IA-4 $25,000,000 6.25% **
IA-5 $66,890,000 6.25% **
IA-6 $11,808,000 6.25% **
IA-7 $14,845,000 6.25% **
IA-8 $15,886,000 6.25% **
IA-9 $6,000,000 6.25% **
IA-10 $2,000,000 6.25% **
IA-11 $3,500,000 6.25% **
IA-12 $2,000,000 6.25% **
IA-13 $146,736,000 5.50% **
IA-14 $11,650,000 6.25% **
IA-15 $2,162,432 6.25% **
IA-16 $950,000 6.75% **
IA-17 $2,850,000 5.75% **
IA-18 $1,700,000 6.50% **
IA-19 $2,400,000 6.00% **
IA-20 $2,300,000 6.00% **
IA-21 $1,500,000 6.00% **
IA-22 $1,500,000 6.00% **
IA-23 $1,850,000 6.00% **
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IA-24 $3,250,000 6.00% **
IA-25 $450,000 6.25% **
IA-26 $450,000 6.25% **
IA-27 $450,000 6.25% **
IA-28 $450,000 6.25% **
IA-29 $1,700,000 5.50% **
IA-30 $250,000 6.25% **
IA-31 $17,000,000 6.25% **
IA-32 $1,363,000 5.50% **
IA-33 $4,466,000 5.50% **
IA-34 $2,659,000 5.50% **
IA-35 $3,245,000 5.50% **
IA-36 $1,826,000 5.50% **
IA-37 $521,000 5.50% **
IA-38 $24,050,000 (1) **
IA-39 $24,050,000 (1) **
IA-40 $48,100,000 5.125% **
IA-41 $900,000 6.25% **
IA-42 $5,033,500 6.25% **
IA-43 $5,033,500 6.25% **
IA-44 $44,888,779 6.00% **
IA-45 $1,795,551 6.25% **
IA-46 $20,283,000 6.00% **
IA-47 $72,500,000 (1) **
IA-48 $72,500,000 (1) **
IA-P $2,529,333 *** **
IA-X $26,333,675 6.25% **
IIA-1 $92,718,650 5.75% **
IIA-P $318,651 *** **
IIA-X $4,490,801 5.75% **
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M $10,233,110 (2) **
B-1 $5,321,217 (2) **
B-2 $2,046,622 (2) **
R $100 5.75% **
_________________________
* 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 IA-P and Class IIA-P Certificates are principal-only
certificates and are not entitled to payments of interest.
(1) The Certificate Rate for certificates with variable rates of interests
are set forth in the table below:
CLASS FORMULA INITIAL MAXIMUM MINIMUM
----- ------- ------- ------- -------
Class IA-38 LIBOR + 0.65% 2.51% 8.50% 0.65%
Class IA-39 7.85% - LIBOR 5.99% 7.85% 0.00%
Class IA-47 LIBOR + 0.45% 2.31% 8.50% 0.45%
Class IA-48 8.05% - LIBOR 6.19% 8.05% 0.00%
(2) The Certificate Rate for the Class M, Class B-1 and Class B-2
Certificates will vary from 5.75% to 6.25% per annum. The initial
Certificate Rate for the Class M, Class B-1 and Class B-2 Certificates
will be approximately 6.192% per annum.
Certificate Rating:
-------------------
AAA on the Class A Certificates and the Class R Certificate by each of
Fitch Ratings ("Fitch") and Standard & Poor's Ratings Service, a
division of The XxXxxx-Xxxx Companies, Inc. ("S&P").
AA on the Class M Certificates by each of Fitch and S&P.
A on the Class B-1 Certificates by Fitch and A- on the Class B-1
Certificates by S&P.
BBB on the Class B-2 Certificates by each of Fitch and S&P.
REMIC Election:
---------------
The Company intends to cause an election to be made to treat each of
REMIC I, REMIC II, REMIC III and REMIC IV as "real estate mortgage investment
conduits" (each, a "REMIC") for federal income tax purposes. All of the
Certificates issued by REMIC IV, other than
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the Class R Certificate, will represent ownership of REMIC "regular interests"
in REMIC IV. The Class R Certificate will represent ownership of the REMIC
"residual interest" in each of REMIC I, REMIC II, REMIC III and REMIC IV.
Credit Enhancement:
-------------------
Senior/Subordinated: Shifting interest.
Cut-off Date:
The Cut-off Date is September 1, 2002.
Remittance Date:
----------------
The 25th day of each month, or if such 25th day is not a Business Day,
the first Business Day immediately following, commencing October 25, 2002.
Purchase Price:
---------------
The purchase price payable by the Underwriter for the Certificates is
101.768307% of the aggregate principal balance of the Certificates as of the
Closing Date plus accrued interest, as applicable, from September 1, 2002 up to
but not including the Closing Date.
Information Provided by Credit Suisse First Boston Corporation:
---------------------------------------------------------------
The information described in the last sentence of Section 6(b) of the
Underwriting Agreement constitutes information furnished in writing by Credit
Suisse First Boston Corporation 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:
--------------------------
September 24, 2002 at the New York City offices of Xxxxxxx Xxxxxxxx &
Xxxx.
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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.
CREDIT SUISSE FIRST BOSTON CORPORATION
By:
---------------------------------
Name:
Title:
ABN AMRO FINANCIAL SERVICES, INC.
By:
---------------------------------
Name:
Title:
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By:
---------------------------------
Name:
Title:
ABN AMRO NORTH AMERICA, INC.
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
EXHIBIT I
---------
Original Principal
Name Amount of Certificates
---- ----------------------
Credit Suisse First Boston Corporation $814,555,466
TOTAL $814,555,466 100%
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