EXECUTION
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: September 24, 2003
To: ABN AMRO Mortgage Corporation
Re: Underwriting Agreement, dated as of January 23, 2003 (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 $301,994,607 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, 2003, among the Company, as depositor, ABN
AMRO Mortgage Group, Inc., as seller and 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 26, 2003 and the location of the closing shall be the
New York City offices of Xxxxxxx Xxxxxxxx & Xxxx LLP. The opinion referred to in
Section 4(b) of the Underwriting Agreement shall be delivered by Xxxxxxx
Xxxxxxxx & Wood LLP, 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.
Series Designation:
ABN AMRO Mortgage Corporation Multi-Class Mortgage Pass-Through
Certificates, Series 2003-11
Terms of the Certificates and Underwriting Compensation:
Original Principal or Price to
Class Notional Amount* Certificate Rate Public
----- ---------------- ---------------- ------
A-1 $97,300,000 4.25% **
A-2 $31,717,181*** 5.50% **
A-3 $23,937,000 5.50% **
A-4 $24,396,200 5.50% **
A-5 $3,297,333 5.50% **
A-6 $13,080,887 6.00% **
A-7 $6,012,033 6.00% **
A-8 $12,510,712 6.00% **
A-9 $33,455,515 6.00% **
A-10 $11,000,000 6.00% **
A-11 $3,000,000 6.00% **
A-12 $6,000,000 6.00% **
A-13 $7,732,650 0.00%**** **
A-14 $35,213,000 4.00% **
A-P $18,962,260 0.00%**** **
A-X $22,226**** 5.50% **
M $3,639,951 5.50% **
B-1 $1,668,310 5.50% **
B-2 $788,656 5.50% **
R $100 5.50% **
_________________________
* 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.
*** Notional Amount.
**** The Class A-13 and Class A-P Certificates are principal-only certificates
and are not entitled to payments of interest.
Certificate Rating:
"AAA" on the Class A Certificates and the Class R Certificate by Fitch
Ratings ("Fitch") and Standard & Poor's, a Division of the XxXxxx-Xxxx
Companies Inc. ("S&P").
"AA" on the Class M Certificates by S&P.
"A-" on the Class B-1 Certificates by Fitch and S&P.
"BBB" on the Class B-2 Certificates by S&P.
REMIC Election:
The Company intends to cause an election to be made to treat the REMIC
as a "real estate mortgage investment conduit" (the "REMIC") for federal income
tax purposes. All of the Certificates issued by the REMIC, other than the Class
R Certificate, will represent ownership of REMIC "regular interests" in the
REMIC. The Class R Certificate will represent ownership of the REMIC "residual
interest" in the REMIC.
Credit Enhancement:
Senior/Subordinated: Shifting interest.
Cut-off Date:
The Cut-off Date is September 1, 2003.
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, 2003.
Purchase Price:
The purchase price payable by the Underwriter for the Certificates is
approximately 95.50% of the aggregate principal balance of the Certificates as
of the Closing Date plus accrued interest, as applicable, from September 1, 2003
up to but not including the Closing Date.
Information Provided by Credit Suisse First Boston LLC:
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 LLC 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 26, 2003 at the New York City offices of Xxxxxxx Xxxxxxxx &
Xxxx LLP.
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 LLC
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Director
ABN AMRO FINANCIAL SERVICES, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ Xxx Xxxxxxx
--------------------------------
Name: Xxx Xxxxxxx
Title: Vice President
LASALLE BANK CORPORATION
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President
EXHIBIT I
---------
Original Principal
Name Amount of Certificates
---- ----------------------
Credit Suisse First Boston LLC $301,994,607
TOTAL $301,994,607 100%
===
