PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: August 29, 2001
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of August 29, 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 $400,177,407 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 August 1,
2001 among the Company as depositor, ABN AMRO Mortgage Group, Inc. as servicer
and The Chase Manhattan 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 August 29, 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 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: 2001-5
Terms of the Certificates and Underwriting Compensation:
Original Principal or
Classes Notioanl Amount Remittance Rate(1) Price to Public
------- --------------------- ------------------ ---------------
Class IA-1 $ 42,145,000 5.75% *
Class IA-2 $ 16,000,000 5.95% *
Class IA-3 $ 33,300,000 6.20% *
Class IA-4 $ 23,000,000 6.50% *
Class IA-5 $ 13,655,517(2) 7.25% *
Class IA-6 $ 2,831,051(2) 7.25% *
Class IA-7(3) $ 20,240,000 6.25% *
Class IA-8(3) $ 30,000,000 6.25% *
Class IA-9(3) $ 20,000,000 6.35% *
Class IA-10(3) $ 20,000,000 6.60% *
Class IA-11(3) $ 10,000,000 6.75% *
Class IA-12(6) $ 59,848,854 (5) *
Component IA-12-1 $ 7,250,000 7.25% *
Component IA-12-2 $ 2,755,862(2) 7.25% *
Component IA-12-3 $ 2,379,310(2) 7.25% *
Component IA-12-4 $ 9,064,121(2) 7.25% *
Component IA-12-5(3)(4) $ 45,500,000 7.25% *
Component IA-12-6(8) $ 7,098,854 0.00% *
Component IA-12-7 $ 2,731,562(2) 7.25% *
Class IA-13(3)(4) $ 7,564,000 7.25% *
Class IA-14(3)(4) $ 2,000,000 7.25% *
2
Original Principal or
Classes Notioanl Amount Remittance Rate(1) Price to Public
------- --------------------- ------------------ ---------------
Class IA-15 $ 115,172(2) 7.25% *
Class IA-16 $ 650,000 6.75% *
Class IA-17 $ 680,000 6.75% *
Class IA-18 $ 340,000 6.75% *
Class IM $ 4,585,000 7.25% *
Class IB-1 $ 2,218,000 7.25% *
Class IB-2 $ 1,183,000 7.25% *
Class R (7) $ 100 7.25% *
Class IIA-1 $103,016,000 6.60% *
Class IIA-P (5) $ 1,860,453 0.00% *
Class IIA-X $ 1,887,131(2) 6.60% *
Class IIM $ 1,014,000 6.60% *
Class IIB-1 $ 320,000 6.60% *
Class IIB-2 $ 213,000 6.60% *
-------------
* The Certificates are being offered by the Underwriter from time to time in
negotiated transactions or otherwise at varying prices to be determined, in each
case, at the time of sale.
(1) Interest distributed to the Offered Certificates (other than the
Principal Only Certificates and Principal Only Component) on each
Distribution Date will have accrued during the preceding calendar
month at the applicable per annum interest rate.
(2) Not entitled to receive distributions of principal and will accrue
interest on its Notional Amount as described in the Prospectus
Supplement.
(3) Will receive distributions of principal payable from the amounts of
interest not paid to the Accrual Certificates (as defined 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 7.75% per annum.
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(6) The Class IA-12 Certificates will be comprised of Component IA-12-1,
Component IA-12-2, Component IA-12-3, Component IA-12-4, Component
IA-12-5, Component IA-12-6 and Component IA-12-7 having the
characteristics described in the table above and the Prospectus
Supplement.
(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).
(8) 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 7.25% per annum.
Certificate Rating:
Xxxxx'x Investors Service, Inc. ("Moody's") and Fitch, Inc. ("Fitch") shall
each assign a rating of "Aaa" and "AAA", respectively, to the Class A
Certificates. Fitch shall assign a rating of not less than "AAA" to the 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 IB-1 Certificates and Class IIB-1
Certificates and not less than "BBB" to the Class IB-2 Certificates and Class
IIB-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 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:
The Cut-off Date is August 1, 2001.
Distribution Date:
The 25th day of each month (or, if such 25th day is not a business day, the
business day immediately following) commencing in September 2001.
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Purchase Price:
The purchase price payable by the Underwriters for the Certificates is
approximately 100.57% of the aggregate principal balance of the Certificates as
of the Closing Date plus accrued interest from August 1, 2001 up to but not
including the Closing Date.
Information Provided By Xxxxxx Brothers:
The information described in the last sentence of Section 6(b) of the
Underwriting Agreement constitutes information furnished in writing by Xxxxxx
Brothers 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:
August 29, 2001 at the Chicago, Illinois offices of Xxxxx, Xxxxx & Xxxxx.
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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.
XXXXXX BROTHERS INC.
By: /s/ Xxxxxx Brothers Inc.
------------------------------
Name:
Title:
ABN AMRO INCORPORATED
By: /s/ ABN AMRO INCORPORATED
------------------------------
Name:
Title:
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ ABN AMRO Mortgage Corporation
-------------------------------------
Name:
Title:
ABN AMRO NORTH AMERICA, INC.
By: /s/ ABN AMRO North America, Inc.
------------------------------------
Name:
Title:
Exhibit I
Name Original Principal Amount of Certificates
---- -----------------------------------------
XXXXXX BROTHERS INC. 100% of the Certificates
Total: $400,177,407
