EXECUTION COPY
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: July 26, 2001
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of July 26, 2001
(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 $341,163,125 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, 2001
among the Company as depositor, Washington Mutual Mortgage Securities Corp. as
servicer and State Street Bank and Trust Company 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, 2001. 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 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: 2001-4
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Terms of the Certificates:
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Original Principal
Classes Amount Remittance Rate(1)
------- ------ ---------------
Class A-1 $ 41,621,000(2) 6.50%
Class A-2 $ 1,541,519(3) 6.75%
Class A-3 $ 2,430,000(2)(4) 6.75%
Class A-4 $ 32,784,900 6.75%
Class A-5 $ 10,672,000(2) 6.75%
Class A-6 $ 14,800,000 (2) 6.75%
Class A-7 $ 4,125,000(2) 6.50%
Class A-8 $ 4,125,000(2) 7.00%
Class A-9 $ 170,175,000 6.75%
Class A-10 $ 6,245,000(2) 6.75%
Class A-11 $ 27,017,000 6.75%
Class A-12 $ 15,900,000 6.75%
Class A-13 $ 228,000(6) 6.75%
Class A-X $ 422,311(3) 6.75%
Class A-P $ 1,596,125 0.00%(5)
Class M $ 5,838,000 6.75%
Class B-1 $ 2,232,000 6.75%
Class B-2 $ 1,374,000 6.75%
Class R(7) $ 100 6.75%
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(1) Interest distributed to the Certificates (other than the Principal Only
Certificates) on each Distribution Date will have accrued during the
preceding calendar month at the applicable per annum interest rate.
(2) Will receive distributions of principal payable from the amounts of
interest not paid to the Accrual Certificates (as defined in the
Prospectus Supplement).
(3) Not entitled to receive distributions of principal and will accrue
interest on its Notional Amount as described in the Prospectus
Supplement.
(4) Interest accrued on this class of certificates will initially be added
to its principal balance rather than distributed to the holders of this
class of certificates on each distribution date.
(5) Will not be entitled to distributions of interest and will only receive
principal in respect of the Loans with Pass-Through Rates that are less
than 6.75% per annum.
(6) All losses otherwise allocable to the Class A-12 Certificates will be
allocated to the Class A-13 Certificates until the Class Principal
Balance of the Class A-13 Certificates is reduced to zero.
(7) 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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Xxxxx'x Investors Service, Inc. ("Moody's") shall assign a rating of
"Aaa" and Fitch, Inc. ("Fitch") shall assign a rating of "AAA" to the Class A
Certificates. Fitch shall assign a rating of "AAA" to the Class R Certificates.
Fitch shall assign a rating of not less than "AA" to the Class M Certificates
and not less than "A" to the Class B-1 Certificates. Moody's and Fitch shall
assign a rating of and not less than "Baa2" and "BBB", 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 Certificates, will represent ownership of REMIC
"regular interests". The Class R Certificates will represent ownership of the
REMIC "residual interest" in REMIC I and REMIC II.
Credit Enhancement:
------------------
Senior/Subordinated: Shifting interest
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Cut-off Date:
------------
The Cut-off Date is July 1, 2001.
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 2001.
Purchase Price:
--------------
The purchase price payable by the Underwriters for the Certificates is
approximately 99.2156% of the aggregate principal balance of the Certificates as
of the Closing Date plus accrued interest from July 1, 2001 up to but not
including the Closing Date.
Information Provided By CSFB:
----------------------------
The information described in the last sentence of Section 6(b) of the
Underwriting Agreement constitutes information furnished in writing by CSFB 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:
-------------------------
July 27, 2001 at the Chicago, Illinois offices of Xxxxx, Xxxxx & Xxxxx.
Payment of Expenses:
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Notwithstanding anything to the contrary in the Underwriting Agreement,
Credit Suisse First Boston Corporation covenants and agrees with the Company
that Credit Suisse First Boston Corporation will pay or cause to be paid all
expenses incident to the performance of the obligations under the Underwriting
Agreement and this Terms Agreement and all other fees and expenses associated
with the transactions referred to therein and herein, including, but not limited
to, the fees and expenses of the Trustee, Rating Agencies, printer and
accounting firms as well as all of their own costs and expenses, including
underwriting and due diligence expenses, the fees of their counsel and the fees
of the Company's counsel to the extent that such fees of the Company's counsel
exceed $60,000 (such payment not to exceed $15,000), transfer taxes on the
resale of any of the Certificates
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by them and any advertising expenses connected with any offers they may make,
and Credit Suisse First Boston Corporation agrees to pay or cause to be paid all
expenses as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Certificates by Credit
Suisse First Boston Corporation; provided, however, that the Company covenants
and agrees with Credit Suisse First Boston Corporation that the Company will pay
or cause to be paid all of its own costs and expenses, including all expenses
relating to the establishment of the Company's shelf registration statement and
the related ongoing fees and expenses as well as the fees of their counsel
(except as set forth above).
Servicer Provided Information:
-----------------------------
With respect to the Servicer Provided Information (as defined below), the
Company and ABN AMRO North America, Inc. represent and warrant to the
Underwriters that the second and third paragraphs and the table describing the
loss and delinquency performance of a portion of Washington Mutual Mortgage
Securities Corp.'s mortgage loan servicing portfolio (the "Servicer Provided
Information") appearing under the heading "Servicing--Delinquency and
Foreclosure Experience of Washington Mutual Mortgage Securities Corp.,
Compensation and Payment of Expenses" in the Prospectus Supplement is limited to
certain information regarding the loss, delinquency and foreclosure experience
on mortgage loans underlying all series of Washington Mutual Mortgage Securities
Corp.'s mortgage pass-through certificates in which one or more classes of
certificates were publicly offered and does not purport to provide the scope of
disclosure required to be included in a prospectus for a registration under the
Securities Act of 1933, in connection with a public offer and sale of securities
of such registrant. Within such limited scope of disclosure, the Company and ABN
AMRO North America, Inc. represent and warrant that the Servicer Provided
Information does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained within such
limited disclosures, in light of circumstances under which they were made, not
misleading. Notwithstanding anything to the contrary in the Underwriting
Agreement, the indemnification provided by the Company and ABN AMRO North
America, Inc. under Section 6 of the Underwriting Agreement with respect to an
untrue statement or alleged untrue statement or omission or alleged omission in
the Servicer Provided Information shall arise only to the extent of a breach of
the foregoing representations and warranties.
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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: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: 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
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
Exhibit I
Name Original Principal Amount of Certificates
---- -----------------------------------------
CREDIT SUISSE FIRST BOSTON 100% of the Certificates
CORPORATION
Total: $341,163,125
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