Exhibit 1.1
Citicorp Mortgage Securities, Inc.
REMIC Pass-Through Certificates, Series 200[_]-[__]
Underwriting Agreement
[_________, 200_]
To: [_________________], as Underwriter
[Address]
[Address]
Ladies and Gentlemen:
Citicorp Mortgage Securities, Inc., a Delaware corporation ("CMSI"),
proposes to sell to you, as underwriter (the "Underwriter"), REMIC Pass-Through
Certificates (the "offered certificates"), comprised of the classes of
certificates set forth in Schedule I hereto evidencing ownership interests in a
trust (the "Trust") consisting of the mortgage loans described in Schedule I
(the "mortgage loans") originated or acquired by the affiliates of CMSI
identified in Schedule I (the "Originators") and having, as of the close of
business on the date specified in Schedule I as the cut-off date (the "cut-off
date"), the aggregate principal balance set forth in such Schedule I and related
property. An election will be made to treat the Trust, or one or more segregated
pools of assets within the Trust, as one or more real estate mortgage investment
conduits (each a "REMIC") for purposes of federal income taxation. The offered
certificates will represent regular interests in a REMIC and the residual
certificates will represent the residual interests in a REMIC. The mortgage
loans are to be conveyed to CMSI pursuant to a mortgage loan purchase agreement,
to be dated as of the cut-off date (the "Mortgage Loan Purchase Agreement"),
between CMSI, as buyer, and the Originators, as sellers. The offered
certificates are to be issued under a pooling and servicing agreement (the
"Pooling Agreement"), dated as of the cut-off date, between CMSI, as packager
and servicer, and [TRUSTEE], in its individual capacity and as trustee (in such
capacity, the "Trustee"). The offered certificates will be issued in the
denominations specified in Schedule I.
1. Representations and Warranties. CMSI represents and warrants to the
Underwriter that:
(a) A registration statement (File No. [___________]) on Form S-3 has been
filed with the Securities and Exchange Commission (the "Commission") and has
become effective under the Securities Act of 1933, as amended (the "Act"); such
registration statement includes a prospectus consisting of a core prospectus and
a prospectus supplement, which, as completed, is proposed to be, used in
connection with the sale of the offered certificates. The registration
statement, as amended to the date of this Agreement, is hereinafter referred to
as the
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"Registration Statement"; such prospectus (which shall be in the form in which
it has most recently been filed, as the same is proposed to be added to or
changed), relating to the offered certificates, filed, or transmitted for
filing, with the Commission pursuant to Rule 424 under the Act and used in
connection with the sale of the offered certificates, is hereinafter referred to
as the "Prospectus." Any reference herein to the Registration Statement or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before
the date hereof; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement or the Prospectus shall
be deemed to refer to and include the filing of any document under the Exchange
Act deemed to be incorporated by reference therein after the date hereof;
(b) The Registration Statement and the Prospectus, as of the date of the
Prospectus, and any revisions or amendments thereof or supplements thereto filed
prior to the termination of the offering of the offered certificates, as of
their respective effective or issue dates, conformed or will conform in all
material respects to the requirements of the Act and the rules and regulations
of the Commission thereunder applicable to such documents as of such respective
dates, and the Registration Statement and the Prospectus as revised, amended or
supplemented as of the closing date (as defined herein), will conform in all
material respects to the requirements of the Act and the rules and regulations
of the Commission thereunder applicable to such documents to be used as of the
closing date; and no such document, as of such respective dates and, in the case
of the Prospectus and any revisions or amendments thereof or supplements thereto
filed prior to the closing date, as of the closing date, included or will
include any untrue statement of a material fact or omitted or will omit to state
a material fact necessary to make the statements therein in the light of the
circumstances under which they were made, not misleading; provided, however,
that CMSI makes no representations, warranties or agreements as to (i) the
information contained in or omitted from the Prospectus or any revision or
amendment thereof or supplement thereto in reliance upon and in conformity with
information furnished in writing to CMSI by or on behalf of the Underwriter
specifically for use in connection with the preparation of the Prospectus or any
revision or amendment thereof or supplement thereto, consisting solely of such
Underwriter's statements as are included in Schedule I hereto or (ii) any
information in any Computational Materials or ABS Term Sheets (each as defined
in Section 7(b)) provided by the Underwriter;
(c) Each of the offered class A and class B-1 certificates will, when
issued, be a "mortgage related security" as such term is defined in Section
3(a)(41) of the Exchange Act, and each of the offered certificates, when validly
authenticated, issued and delivered in accordance with the Pooling Agreement,
will be duly and validly issued and outstanding and entitled to the benefits of
the Pooling Agreement;
(d) As of the closing date, each of this Agreement and the Pooling
Agreement will have been duly authorized, executed and delivered by CMSI and,
assuming the valid execution of the Pooling Agreement by [TRUSTEE], in its
individual capacity and as Trustee, each such agreement will constitute a valid
and binding agreement of CMSI enforceable in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency, reorganization or other
laws relating to or affecting the enforcement of creditors' rights and by
general equity principles; and
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(e) CMSI has been duly organized and is validly existing in good standing
under the laws of the State of Delaware, with corporate power and authority to
own its properties and conduct its business as described in the Prospectus.
2. Purchase and Sale. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, CMSI agrees to sell to
the Underwriter, and the Underwriter agrees to purchase from CMSI, all of the
offered certificates at the purchase price set forth in Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the offered
certificates shall be made at the office, on the date and at the time specified
in Schedule I hereto, which place, date and time may be changed by agreement
among the Underwriter and CMSI (such date and time of delivery of and payment
for the offered certificates being hereinafter referred to as the "closing
date"). Unless otherwise specified in Schedule I, delivery of one certificate
representing each class of offered certificates shall be made to the account of
the Underwriter against payment by the Underwriter of the purchase price
therefor to or upon the order of CMSI in the manner provided in Schedule I
hereto. Unless otherwise specified in Schedule I, the certificates to be so
delivered shall be registered in the name of Cede & Co., as nominee for The
Depository Trust Company ("DTC"), and the interests of beneficial owners of such
offered certificates will be represented by book entries on the records of DTC
and participating members thereof. Unless otherwise specified in Schedule I,
definitive certificates representing the offered certificates will be available
only under limited circumstances.
CMSI agrees to have the offered certificates available for inspection,
checking and packaging by the Underwriter in New York, New York, one business
day prior to the closing date.
4. Agreements by Underwriter. (a) It is understood that the Underwriter
proposes to offer the offered certificates for sale as set forth in the
Prospectus.
(b) The Underwriter represents and warrants to and agrees with CMSI, as of
the date hereof and as of the closing date, as applicable, that:
(i) if the Underwriter has provided any Collateral Term Sheets
(as defined in the PSA No-Action Letter referred to in Section 7(b)) to
potential investors in the offered certificates prior to the date
hereof and if the filing of such materials with the Commission is a
condition of the relief granted in the PSA No-Action Letter, then in
each such case the Underwriter has heretofore delivered two copies of
such materials to CMSI, and the Underwriter will deliver to CMSI two
copies of all Computational Materials or ABS Term Sheets delivered to
such potential investors, except for any Computational Materials and
ABS Term Sheets which are not required to be filed with the Commission
in accordance with the Xxxxxx No-Action Letter and the PSA No-Action
Letter referred to in Section 7(b) (collectively, the "No-Action
Letters"), not later than noon on the fifth business day preceding the
closing date;
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(ii) the Computational Materials (either in original,
aggregated or consolidated form) and ABS Term Sheets furnished to CMSI
as contemplated in Section 4(b)(i) will constitute all such materials
relating to the offered certificates required to be filed with the
Commission furnished by the Underwriter (whether in written, electronic
or other format) to prospective investors in the offered certificates
prior to the closing date, and all Computational Materials and ABS Term
Sheets provided or to be provided by the Underwriter to potential
investors in the offered certificates comply with the requirements of
the No-Action Letters;
(iii) the Underwriter will not provide to potential investors
in the offered certificates Collateral Term Sheets containing
collateral information other than that set forth in CMSI's Form 8-K
filed as described in Section 5(g);
(iv) on the dates any such Computational Materials and/or ABS
Term Sheets with respect to the offered certificates referred to in
Section 4(b) (i) are filed pursuant to Section 5(f), such Computational
Materials and/or ABS Term Sheets will not include any untrue statement
of a material fact or, when read in conjunction with the Prospectus,
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading (other than any
untrue statement or omission resulting directly from a Collateral
Error, as defined in Section 8(a)); provided, however, that the
Underwriter makes no representation or warranty as to the Prospectus
(other than the portion thereof constituting the Underwriter's
statements as are included in Schedule I hereto);
(v) at the time any Computational Materials or ABS Term Sheets
with respect to the offered certificates are furnished to a prospective
investor, the Underwriter possessed, and on the date of delivery of
such materials to CMSI pursuant to or as contemplated by this Section 4
and on the closing date, the Underwriter will possess, the capability,
knowledge, expertise, resources and systems of internal control
necessary to ensure that such Computational Materials and/or ABS Term
Sheets conform to the representations and warranties of the Underwriter
contained in subparagraphs (ii) and (iv) above of this paragraph;
(vi) all Computational Materials and ABS Term Sheets with
respect to the offered certificates furnished by the Underwriter to
potential investors after the date hereof will contain a legend,
prominently displayed on the first page thereof, to the effect that
Citicorp, CMSI and the Originators have not prepared, reviewed or
participated in the preparation of such Computational Materials or ABS
Term Sheets, are not responsible for the accuracy thereof and have not
authorized the dissemination thereof;
(vii) all Collateral Term Sheets with respect to the offered
certificates furnished by the Underwriter to potential investors
contained a legend, prominently displayed on the first page thereof,
indicating that the information contained therein will be superseded by
the description of the mortgage loans contained in the Prospectus and,
except in the case of the initial Collateral Term Sheet, that such
information supersedes the information in all prior Collateral Term
Sheets; and
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(viii) on and after the date on which the Prospectus has been
filed with the Commission as provided in Section 5(a), the Underwriter
shall not deliver or authorize the delivery of any Computational
Materials, ABS Term Sheets or other materials relating to the offered
certificates (whether in written, electronic or other format) to any
potential investor unless such potential investor has received a
Prospectus prior to or at the same time as the delivery of such
Computational Materials, ABS Term Sheets or other materials.
(c) the Underwriter acknowledges and agrees that CMSI and the Originators
have not authorized and will not authorize the distribution of any Computational
Materials or ABS Term Sheets with respect to the offered certificates to any
prospective investor and agrees that any such Computational Materials and/or ABS
Term Sheets furnished to prospective investors shall include a disclaimer in the
form set forth in paragraph (b)(vi) above. The Underwriter agrees that it will
not represent to potential investors that any Computational Materials and/or ABS
Term Sheets with respect to the offered certificates were prepared or
disseminated on behalf of Citicorp, CMSI or the Originators.
5. Agreements by CMSI. CMSI agrees with the Underwriter that:
(a) CMSI will cause the Prospectus to be filed, or transmitted for filing,
with the Commission pursuant to Rule 424 under the Act and will promptly advise
the Underwriter when the Prospectus has been so filed, or transmitted for
filing, and, prior to the termination of the offering of the offered
certificates, will also promptly advise the Underwriter (i) when any amendment
to the Registration Statement relating to the offered certificates has become
effective or any revision of or supplement to the Prospectus has been so filed
or transmitted for filing (unless such amendment, revision or supplement does
not relate to the offered certificates), (ii) of any request by the Commission
for any amendment of the Registration Statement or the Prospectus or for any
additional information, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (iv) of the
receipt by CMSI of any notification with respect to the suspension of the
qualification of the offered certificates for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. CMSI will use its
best efforts to prevent the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof. Neither CMSI nor Citicorp
will file or transmit for filing prior to the termination of such offering any
amendment to the Registration Statement or any revision of or supplement to the
Prospectus (other than any such amendment, revision or supplement which does not
relate to the offered certificates) unless a copy has been furnished to the
Underwriter for its review prior to such filing or transmission for filing.
(b) If, at any time when a prospectus relating to the offered certificates
is required to be delivered under the Act, (i) any event occurs as a result of
which the Prospectus, as then amended or supplemented, would include any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein in the light of the circumstances under which they were
made not misleading, or (ii) it shall be necessary to revise, amend or
supplement the Prospectus to comply with the Act or the rules and regulations of
the Commission thereunder, CMSI and Citicorp promptly will prepare and file with
the
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Commission, subject to paragraph (a) of this Section 5, a revision, amendment or
supplement which will correct such statement or omission or effect such
compliance.
(c) CMSI will furnish to the Underwriter and counsel for the Underwriter,
without charge, signed copies of the Registration Statement (including exhibits
thereto) and, so long as delivery of a prospectus relating to the offered
certificates is required under the Act, as many copies of the Prospectus and any
revisions or amendments thereof or supplements thereto as may be reasonably
requested.
(d) CMSI will pay all expenses incidental to the performance of its
obligations under this Agreement, including without limitation (i) expenses of
preparing, printing and reproducing the Registration Statement, the Prospectus,
this Agreement, the Pooling Agreement, the Mortgage Loan Purchase Agreement and
the offered certificates, (ii) all expenses of KPMG LLP (other than their
expenses relating to the preparation of the letter referred to in Section 7(c)
below which shall be paid by the Underwriter) and (iii) the cost of delivering
the offered certificates to the office of DTC (or other costs of delivery, if so
specified in Schedule I); provided, however, that except as provided in this
paragraph (d) and in Section 8 hereof, the Underwriter will pay (i) all of its
own expenses, including the fees of Cadwalader, Xxxxxxxxxx & Xxxx and any other
counsel to the Underwriter, (ii) any transfer taxes on resale of any of the
offered certificates by it and (iii) advertising expenses connected with any
offers that the Underwriter may make.
(e) CMSI will use its best efforts to arrange for the qualification of the
offered certificates for sale under the laws of such jurisdictions as the
Underwriter may designate, to maintain such qualifications in effect so long as
required for the distribution of the offered certificates and to arrange for the
determination of the legality of the offered certificates for purchase by
institutional investors; provided, however, that neither CMSI nor Citicorp shall
be required to qualify to do business in any jurisdiction where it is not now so
qualified or to take any action which would subject it to general or unlimited
service of process in any jurisdiction where it is not now so subject.
(f) CMSI will file with the Commission in a Current Report on Form 8-K all
ABS Term Sheets and Computational Materials furnished by the Underwriter and
identified by it as such, not later than the earlier of (i) the date the
Prospectus has been made available to the Underwriter and (ii) the date of the
filing of the Prospectus pursuant to Rule 424 (or such earlier date as required
under the No-Action Letters). Notwithstanding the preceding sentence, CMSI shall
have no obligation to file materials provided by the Underwriter pursuant to or
as contemplated by Section 4 which, in the reasonable determination of CMSI and
the Underwriter, are not required to be filed pursuant to the No-Action Letters,
or which contain erroneous information or contain any untrue statement of a
material fact or which, when read in conjunction with the Prospectus, omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however, that CMSI shall
have no obligation to review or pass upon the accuracy or adequacy of, or to
correct, any Computational Materials or ABS Term Sheets provided by the
Underwriter to CMSI pursuant to or as contemplated by Section 4 hereof.
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(g) promptly after the first business day of the month on which the
closing date is to occur, CMSI will file with the Commission on Form 8-K a
Collateral Term Sheet containing such information regarding the mortgage loans
as it deems appropriate.
6. Conditions to the Obligation of the Underwriter. The obligation of the
Underwriter to purchase the offered certificates shall be subject to the
accuracy in all material respects of the representations and warranties on the
part of CMSI contained herein as of the date hereof and as of the closing date,
to the accuracy of the statements of CMSI made in any officer's certificate
pursuant to the provisions hereof, to the performance by CMSI of its obligations
hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been instituted and be pending or shall have been threatened.
(b) CMSI shall have furnished to the Underwriter a certificate, dated the
closing date, of such corporation, signed by the President or any Vice President
of CMSI, to the effect that the signer of such certificate has examined the
Registration Statement, the Prospectus and this Agreement and that:
(i) The representations and warranties of such corporation
herein are true and correct in all material respects on and as of the
closing date with the same effect as if made on the closing date, and
CMSI has complied with all agreements and satisfied all the conditions
on its part to be performed or satisfied at or prior to the closing
date; and
(ii) No stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceedings for that
purpose have been instituted and are pending or, to such officer's
knowledge, have been threatened as of the closing date.
(c) CMSI shall have furnished to the Underwriter:
(i) an opinion, dated the closing date, of an Associate
General Counsel-Corporate Law of Citigroup Inc., to the effect that:
(A) CMSI is validly existing as a corporation in good
standing under the laws of the State of Delaware, with corporate power
and authority under such laws to own its properties and conduct its
business as described in the Prospectus;
(B) Each Originator is a Delaware corporation, a
federal savings bank or a national banking association, as the case may
be, validly existing under applicable law, with full power and
authority under such law to own its properties and conduct its business
as described in the Prospectus;
(C) The offered certificates have been duly
authorized, executed, issued and delivered and, assuming authentication
in the manner contemplated in the Pooling Agreement, are validly issued
and outstanding and entitled to the benefits provided by the Pooling
Agreement;
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(D) Assuming that the class A and class B-1
certificates are rated at the time of issuance in one of the two
highest rating categories by a nationally recognized statistical rating
organization, each such certificate at such time will be a "mortgage
related security" as such term is defined in Section 3(a)(41) of the
Exchange Act;
(E) The Pooling Agreement has been duly authorized,
executed and delivered by CMSI and, assuming valid execution thereof by
[TRUSTEE], in its individual capacity and as Trustee, constitutes a
valid and legally binding agreement of CMSI enforceable in accordance
with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or affecting the
enforcement of creditors' rights and by general equity principles;
(F) The Pooling Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended, and the
Trust Fund (as defined in the Pooling Agreement) is not required to be
registered under the Investment Company Act of 1940, as amended;
(G) The Mortgage Loan Purchase Agreement has been
duly authorized, executed and delivered by CMSI and each Originator and
constitutes the valid and legally binding obligation of CMSI and each
such Originator, enforceable in accordance with its terms, except as
the same may be limited by bankruptcy, insolvency, reorganization or
other laws relating to or affecting the enforcement of creditors'
rights and by general equity principles;
(H) The Registration Statement has become effective
under the Act, and, to the best of the knowledge of such counsel, (x)
no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or have been threatened under the Act, (y)
the Registration Statement and the Prospectus, as of the date of the
Prospectus, and each revision or amendment thereof or supplement
thereto relating to the offered certificates, as of its effective or
issue date, appeared on their respective faces to be appropriately
responsive in all material respects to the requirements of the Act and
the rules and regulations of the Commission thereunder applicable to
such documents as of such respective dates and (z) the Prospectus, as
revised, amended or supplemented as of the closing date, will conform
in all material respects to the requirements of the Act and the rules
and regulations of the Commission thereunder applicable to such
documents as of the closing date; in the course of such counsel's
review of the Registration Statement and the Prospectus and discussion
of the same with certain officers of CMSI, Citicorp and the Originators
and their auditors, no facts came to the attention of such counsel that
caused such counsel to believe that the Registration Statement or the
Prospectus, as of the date of the Prospectus, or any revision or
amendment thereof or supplement thereto, as of its effective or issue
date, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
they were made, not misleading or that the Prospectus, or any revision
or amendment thereof or supplement thereto filed prior to the date of
such opinion, as of the date of such opinion, contained any untrue
statement of
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a material fact or omitted to state a material fact necessary to
make the statements therein, in light of the circumstances under
which they were made, not misleading; the descriptions in the
Registration Statement and the Prospectus, as of the date of such
opinion, of the offered certificates and the Pooling Agreement and
such description, as of the date of the Prospectus, of the aspects
of certain statutes as set forth in the Prospectus under the
headings "ERISA considerations" and "Additional ERISA
considerations" were, to the extent that they constitute statements
of matters of law or legal conclusions with respect thereto,
accurate in all material respects; and such counsel does not know of
any contracts or documents relating to CMSI of a character required
to be described in or to be filed as exhibits to the Registration
Statement, as of the date of the Prospectus, which were not
described or filed as required; it being understood that such
counsel need express no opinion as to the financial or statistical
statements or other financial data and statistical data contained or
incorporated by reference in or omitted from the Registration
Statement or the Prospectus;
(I) This Agreement has been duly authorized, executed
and delivered by each of CMSI and Citicorp; and
(J) Such other opinions with regard to secured
transactions, bankruptcy, insolvency and related matters which the
Underwriter may reasonably request.
Such opinion may express its reliance (a) as to factual matters on the
representations and warranties made by, and on certificates or other documents
furnished by officers of, the parties to this Agreement and the Pooling
Agreement, (b) as to legal matters relating to the Employee Retirement Income
Security Act of 1974, as amended, on an opinion, dated the closing date, of
counsel acceptable to the Underwriter, and (c) as to legal matters relating to
secured transactions, bankruptcy, insolvency and related matters, on an opinion,
dated the closing date, of Cadwalader, Xxxxxxxxxx & Xxxx, special bankruptcy
counsel to CMSI. Such opinion may assume the due authorization, execution and
delivery of the instruments and documents referred to therein by the parties
thereto other than CMSI, Citicorp and the Originators. Such opinion may be
qualified as an opinion only on the General Corporation Law of the State of
Delaware, the laws of each state in which the writer of the opinion is admitted
to practice law and the federal law of the United States.
(ii) An opinion, dated the closing date, of a Tax Counsel for
Asset Securitization of Citibank, N.A. or other tax counsel acceptable
to you, to the effect that:
(A) The description in the Registration Statement and
the Prospectus, as of the date of the Prospectus, to the extent it
constitutes statements of matters of law or legal conclusions with
respect thereto, of the aspects of certain statutes as set forth in the
Prospectus under the headings "Taxation of certificate holders,"
"Taxation of the Trust," and "Federal income tax consequences" is
accurate in all material respects; and
(B) The Trust described in the Prospectus and the
Pooling Agreement will qualify as one or more REMICs within the meaning
of Section 860D of the Internal Revenue Code of 1986, as amended (the
"Code"), the certificates described in the
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Prospectus and the Pooling Agreement will be treated as "regular
interests" in a REMIC for purposes of Code Section 860G(a)(1) and the
residual certificates described in the Pooling Agreement will be
treated as "residual interests" in a REMIC for purposes of Code Section
860G(a)(2), assuming: (i) an election is made to treat the Trust, or
one or more segregated pools of assets within the Trust, as one or more
REMICs, (ii) compliance with the Pooling Agreement and (iii) compliance
with changes in the law, including any amendments to the Code or
applicable Treasury regulations thereunder.
(d) The Underwriter shall have received from Cadwalader, Xxxxxxxxxx &
Xxxx, counsel for the Underwriter, such opinion or opinions, dated the closing
date, with respect to the issuance and sale of the offered certificates, the
Registration Statement and the Prospectus, and such other related matters as the
Underwriter may reasonably request.
(e) KPMG LLP shall have furnished to the Underwriter a letter, dated the
closing date, in form and substance satisfactory to the Underwriter, stating in
effect that they have performed certain specified procedures as a result of
which they have determined that:
(i) the information of an accounting, financial or statistical
nature with respect to the serviced portfolio of CitiMortgage, Inc.
("CitiMortgage") and the securitized portfolio of the originators named
in the Prospectus (and certain other affiliates of CitiMortgage) of
one- to four-family mortgage loans (which is limited to accounting,
financial or statistical information derived from the general
accounting records of the Originators) set forth in the Prospectus
under the caption "Delinquency, foreclosure and loss experience" agrees
with the accounting records of the Originators, excluding any questions
of legal interpretation.
(f) KPMG LLP shall have furnished to the Underwriter a letter, dated the
closing date, in form and substance satisfactory to the Underwriter, stating in
effect that:
(i) They have performed certain specified procedures as a
result of which they have determined that the information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Originators and which is obtained
from an analysis of a sample of the mortgage loans) set forth in the
Prospectus under the caption "Series overview--the mortgage loans at
the cut-off date" and in the detailed description relating to such
Prospectus and the mortgage loans agrees with the accounting records of
the Originators, excluding any questions of legal interpretation; and
(ii) They have compared the data contained in a data sheet or
computer tape prepared by CitiMortgage for the mortgage loans to
information contained in the Mortgage Loan files furnished by the
Originators and in such other sources as shall be specified by them,
based on an appropriate sampling thereof, and found such data and
information to be in agreement, unless otherwise noted in such letter.
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(g) If there is more than one class of offered certificates, KPMG LLP
shall have furnished to the Underwriter a letter, dated the date of the
Prospectus, in form and substance satisfactory to the Underwriter, stating in
effect that:
(i) using the assumptions and methodology used by CMSI (which
include and do not conflict with any assumptions and methodology set
forth in the Prospectus), all of which shall be described by reference
in such letter, they have recalculated the percentages and weighted
average lives set forth in the Prospectus in the tables relating to the
"Principal balance as percent of initial principal balance" for each
class of offered certificates at certain percentages of the prepayment
model to be set forth in the Prospectus, compared the results of their
calculations to the corresponding items in the respective table and
found each such percentage and weighted average life set forth in each
such table to be in agreement with the respective results of such
calculations;
(ii) using the assumptions and methodology prescribed in the
Prospectus, they have recalculated, for each distribution day (as
defined in the Prospectus), the aggregate of the amount of cash to be
on deposit in the Trust on the Determination Date immediately preceding
such distribution day and found that such aggregate amount equals or
exceeds the aggregate amount of interest and distributions in reduction
of Principal Amount that is distributable on the offered certificates
on the following distribution day, as recalculated by them;
(iii) using the assumptions and methodology prescribed in the
Pooling Agreement and the Prospectus, they have recomputed the last
distribution day for each class of offered certificates and found such
dates to be in agreement with those set forth in the Prospectus;
(iv) if one or more classes of offered certificates will be
entitled to receive distributions in respect of interest at other than
a fixed rate or distributions in reduction of Principal Amount
according to a schedule of planned or targeted amounts, or have other
characteristics which give rise to the use of tables in the Prospectus
reflecting yield or cash flow, such letters shall also set forth such
other statements as are customarily set forth by KPMG LLP in such
letters with respect to such classes; and
(v) using the assumptions and methodology used by CMSI set
forth in the Prospectus, all of which shall be described by reference
in such letter, they have recalculated the percentages set forth in the
Prospectus in the tables entitled "Pre-tax yield" of the offered class
B certificates, compared the results of their calculations to the
corresponding items in such table and found each such percentage set
forth in such table to be in agreement with the results of such
calculations.
(h) Subsequent to the date hereof, there shall not have occurred any
change, or any development involving a prospective change, in or affecting the
business or properties of CMSI which the Underwriter concludes, after
consultation with CMSI, in the judgment of the Underwriter, materially impairs
the investment quality of the offered certificates so as to make it impractical
or inadvisable to proceed with the public offering or the delivery of the
offered certificates as contemplated by the Prospectus.
11
(i) The offered certificates shall have been rated at least the rating or
ratings specified in Schedule I by the rating agency specified in Schedule I and
such ratings shall not have been rescinded or placed under review.
(j) CMSI shall have furnished to the Underwriter such further information,
certificates and documents as the Underwriter may reasonably have requested not
less than three full business days prior to the closing date.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Underwriter and its counsel, this Agreement and all
obligations of the Underwriter hereunder may be canceled at, or at any time
prior to, the closing date by the Underwriter. Notice of such cancellation shall
be given to CMSI in writing, or by telephone or telegraph confirmed in writing.
7. Conditions to the Obligation of CMSI. The obligation of CMSI to issue
and sell the offered certificates shall be subject to the satisfaction of the
conditions that on the closing date,
(a) the unoffered certificates (as described in the Prospectus) shall have
been issued and sold under the Purchase Agreement dated the date of this
Agreement among CMSI, Citicorp and the purchaser thereof.
(b) the Underwriter shall have delivered to CMSI a certificate stating
that attached thereto are all of the information, tables, charts and other items
prepared by the Underwriter that constitute "Computational Materials" (as
defined in the letter dated May 4, 1994, from Xxxxx & Wood to Xxxxx X. Xxxxx,
Director of the Division of Corporation Finance of the Commission (together with
the Commission's response thereto dated May 20, 1994, the "Xxxxxx No-Action
Letter")) or "ABS Term Sheets" (as defined in the letter dated February 13, 1995
from Cleary, Gottlieb, Xxxxx & Xxxxxxxx to Xxxxxxx Arms, Associate Director
(Legal) of the Division of Corporation Finance of the Commission (together with
the Commission's response thereto dated February 17, 1995, the "PSA No-Action
Letter")) which are required to be filed with the Commission pursuant to the
terms of the Xxxxxx No-Action Letter or the PSA No-Action Letter and stating
that the Underwriter has otherwise complied with the terms of the Xxxxxx
No-Action Letter and the PSA No-Action Letter.
(c) KPMG LLP shall have furnished to the Issuer and the Underwriter a
letter or letters, each in form and substance satisfactory to the Issuer,
relating to the ABS Term Sheets and Computational Materials of the Underwriter
filed in accordance with Section 5(f) and dated the date of the related Current
Report on Form 8-K and stating in effect that:
(i) using the assumptions and methodology used by the
Underwriter, all of which shall be described by reference in the
letter, they have recomputed the numerical data and dates set forth in
the ABS Term Sheets and Computational Materials (or portions thereof)
attached to such letter, compared the results of their calculations to
12
the corresponding items in such ABS Term Sheets and Computational
Materials (or portions thereof) and found such items to be in agreement
with the respective results of such calculations;
(ii) if such ABS Term Sheets and Computational Materials
include data reflecting the distribution of interest at other than a
fixed rate or the distribution in reduction of Principal Amount
according to a schedule of planned or targeted amounts, or reflecting
other characteristics which give rise to the use of tables in such ABS
Term Sheets and Computational Materials, such letter shall also set
forth such other statements as are customarily set forth by KPMG LLP in
such letter with respect to such data; and
(iii) they have performed certain specified procedures as a
result of which they have determined that the information of an
accounting, financial or statistical nature set forth in such
Computational Materials and ABS Term Sheets agrees with the data sheet
or computer tape prepared by CMSI, unless otherwise indicated in such
letter.
8. Indemnification and Contribution. (a) CMSI agrees to indemnify and hold
harmless the Underwriter and each person who controls the Underwriter within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which it or any of them may
become subject under the Act, the Exchange Act, or other federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact (except any fact relating to Citicorp or any affiliates of Citicorp other
than CMSI) contained in the Registration Statement or in the Prospectus, or in
any revision or amendment thereof or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
(except any fact relating to Citicorp or any affiliates of Citicorp other than
CMSI) required to be stated therein or necessary to make the statements therein
in light of the circumstances under which they were made, not misleading, and
agrees to reimburse as incurred each such indemnified party for any legal or
other expenses reasonably incurred by them or him in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that CMSI will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
(i) any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to CMSI by or on behalf of the Underwriter specifically
for use in connection with the preparation thereof, consisting solely of such
Underwriter's statements as are included in Schedule I hereto, or (ii) any such
untrue statement made in ABS Term Sheets or Computational Materials incorporated
therein as a result of any filing pursuant to Section 5(f) (except to the extent
any such untrue statement or alleged untrue statement results directly from
inaccurate information (including information set forth in the Collateral Term
Sheet referred to in Section 5(g)) or a failure to furnish information
specifically requested by the Underwriter (each, a "Collateral Error") provided
to the Underwriter by or on behalf of CMSI or Citicorp relating to the mortgage
loans) or (iii) any omission or alleged omission to state in Computational
Materials or ABS Term Sheets of the Underwriter incorporated by reference into
the Registration Statement or Prospectus as a result of any filing pursuant to
Section 5(f) a material fact that, when read in conjunction with the Prospectus,
is required to be stated therein or necessary to make the statements therein not
misleading (except to the extent any such omission or alleged omission results
13
directly from a Collateral Error), or (iv) any inaccuracy or untruth of the
statements or representations set forth in Section 7(b); and provided further
that such indemnity with respect to any Collateral Error shall not inure to the
benefit of the Underwriter (or any person controlling the Underwriter) from whom
the person asserting any loss, claim, damage or liability received any
Computational Materials or ABS Term Sheets that were prepared on the basis of
such Collateral Error, if, prior to the time of confirmation of the sale of
offered certificates to such person, CMSI notified the Underwriter in writing of
the Collateral Error or provided in written or electronic form information
superseding or correcting such Collateral Error (in any such case, a "Corrected
Collateral Error"), and the Underwriter failed to notify such person thereof or
to deliver such person corrected Computational Materials and/or ABS Term Sheets,
as applicable. This indemnity agreement will be in addition to any liability
which CMSI may otherwise have.
(b) Citicorp agrees to indemnify and hold harmless the Underwriter and
each person who controls the Underwriter within the meaning of either the Act or
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act, or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact relating to Citicorp or
any affiliates of Citicorp (other than CMSI) contained in the Registration
Statement or in the Prospectus, or in any revision or amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact relating to Citicorp, or any
affiliates of Citicorp (other than CMSI) required to be stated therein or
necessary to make the statements therein in light of the circumstances under
which they were made, not misleading, and agrees to reimburse as incurred each
such indemnified party for any legal or other expenses reasonably incurred by
them or him in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that Citicorp will not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon (i) any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to Citicorp by or on behalf of the
Underwriter specifically for use in connection with the preparation thereof,
consisting solely of such Underwriter's statements as are included in Schedule I
hereto, or (ii) any such untrue statement made in ABS Term Sheets or
Computational Materials incorporated therein as a result of any filing pursuant
to Section 5(f) (except to the extent any such untrue statement or alleged
untrue statement results directly from a Collateral Error) or (iii) any omission
or alleged omission to state in Computational Materials or ABS Term Sheets of
the Underwriter incorporated by reference into the Registration Statement or
Prospectus as a result of any filing pursuant to Section 5(f) a material fact
that, when read in conjunction with the Prospectus, is required to be stated
therein or necessary to make the statements therein not misleading (except to
the extent any such omission or alleged omission results directly from a
Collateral Error), or (iv) any inaccuracy or untruth of the statements or
representations set forth in Section 7(b); and provided further that such
indemnity with respect to any Collateral Error shall not inure to the benefit of
the Underwriter (or any person controlling the Underwriter) in the case of a
Corrected Collateral Error, if the Underwriter failed to notify such person
thereof or to deliver to such person corrected Computational Materials and/or
ABS Term Sheets, as applicable. This indemnity agreement will be in addition to
any liability which Citicorp may otherwise have.
14
(c) The Underwriter agrees to indemnify and hold harmless CMSI and
Citicorp, each of their respective directors, each of their respective officers
who signed the Registration Statement or any amendment thereof, and each person
who controls CMSI or Citicorp within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnities from CMSI and
Citicorp to the Underwriter, but only with reference to (i) written information
furnished to CMSI or Citicorp by or on behalf of the Underwriter specifically
for use in connection with the preparation of the Prospectus or any revision or
amendment thereof or supplement thereto, consisting solely of such Underwriter's
statements as are included in Schedule I hereto, (ii) any untrue statement made
in ABS Term Sheets or Computational Materials incorporated by reference into the
Registration Statement or Prospectus as a result of any filing pursuant to
Section 5(f) (except to the extent any such untrue statement or alleged untrue
statement results directly from a Collateral Error that is not subsequently a
Corrected Collateral Error) and (iii) any inaccuracy or untruth of the
statements or representations set forth in Section 7(b). This indemnity
agreement will be in addition to any liability which the Underwriter may
otherwise have. Each of CMSI and Citicorp acknowledges that the statements set
forth in Schedule I under the heading "Underwriter's Statements to be Included
in the Prospectus" constitute the only information furnished in writing by or on
behalf of the Underwriter for inclusion in the Prospectus or any revision or
amendment thereof or supplement thereto, and the Underwriter confirms that such
statements are correct.
(d) Promptly after receipt by an indemnified party under this Section 8 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any indemnified party
otherwise than under this Section 8. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and to
the extent that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such indemnified party,
to assume the defense thereof, with counsel satisfactory to such indemnified
party; provided that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the indemnified party or parties, representing the
indemnified party or parties who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
15
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall be only in respect of the counsel referred to in such
clause (i) or (iii).
(e) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 8 is due
in accordance with its terms but is for any reason held by a court to be
unavailable on grounds of policy or otherwise, CMSI or Citicorp, as the case may
be, and the Underwriter shall contribute to the aggregate losses, claims,
damages and liabilities (including legal and other expenses reasonably incurred
in connection with investigating or defending same) to which CMSI or Citicorp,
as the case may be, and the Underwriter may be subject in such proportion so
that the Underwriter is responsible for 0.5% thereof and CMSI or Citicorp, as
the case may be, is responsible for the balance; provided that no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation and provided further that, to the extent such
circumstances relate to any untrue statement made in ABS Term Sheets or
Computational Materials incorporated by reference into the Registration
Statement or Prospectus as a result of any filing pursuant to Section 5(f)
(except to the extent any such untrue statement resulted directly from a
Collateral Error that was not subsequently a Corrected Collateral Error) or any
inaccuracy or untruth of the statements or representations set forth in Section
7(b), then such contribution shall be determined based on the relative fault of
CMSI or Citicorp, as the case may be, on the one hand, and the Underwriter on
the other in connection with the statements made in such ABS Term Sheets or
Computational Materials or the inaccuracy or untruth of such statements or
representations which resulted in such losses, claims, damages or liabilities,
as well as any other relevant equitable considerations. The relative fault shall
be determined by reference to whether the untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact, or
such inaccurate or untrue statement or representation, relates to information
supplied by CMSI, Citicorp or the Underwriter, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such statement, omission or representation. For purposes of this Section
8, each person who controls the Underwriter within the meaning of either the Act
or the Exchange Act shall have the same rights to contribution as the
Underwriter, and each person who controls CMSI or Citicorp, as the case may be,
within the meaning of either the Act or the Exchange Act, each officer of CMSI
or Citicorp, as the case may be, who shall have signed the Registration
Statement or any amendment thereof and each director of CMSI or Citicorp, as the
case may be, shall have the same rights to contribution as CMSI or Citicorp, as
the case may be. Any party entitled to contribution will, promptly after receipt
of notice of commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against another party
or parties under this paragraph (e), notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any other obligation it or they may have hereunder or otherwise than under this
paragraph (e).
9. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Underwriter, by notice given to CMSI and Citicorp
prior to delivery of and payment for the offered certificates, if prior to such
time (i) trading in securities generally on the New York Stock Exchange shall
have been suspended or materially limited, (ii) a general moratorium on
commercial banking activities in New York shall have been declared by either
16
federal or New York State authorities, or (iii) there shall have occurred any
material outbreak or escalation of hostilities or other calamity or crisis the
effect of which on the financial markets of the United States is such as to make
it, in the reasonable judgment of the Underwriter after consultation with CMSI,
impracticable to market the offered certificates.
10. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of CMSI and
Citicorp and its respective officers and of the Underwriter set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of the Underwriter, CMSI or Citicorp or
any of the officers, directors or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the offered certificates.
The provisions of Section 8 hereof shall survive the termination or cancellation
of this Agreement.
11. Obligation of Citicorp. Citicorp agrees, in consideration of and as an
inducement to the Underwriter's purchase of the offered certificates from CMSI,
to indemnify and hold harmless the Underwriter, and each person who controls the
Underwriter against any failure by CMSI to perform any of its obligations under
this Agreement, including, without limitation, any obligation of CMSI to the
Underwriter pursuant to Sections 5 and 8 hereof, after receipt from the
Underwriter of written notice of any such failure.
12. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers,
directors and controlling persons referred to in Section 8 hereof and their
respective successors and assigns, and no other person will have any right or
obligation hereunder.
13. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
14. Miscellaneous. This Agreement supersedes all prior or contemporaneous
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated except by a writing signed by the party against whom enforcement of
such change, waiver, discharge or termination is sought. This Agreement may be
signed in any number of counterparts, each of which shall be deemed an original,
which taken together shall constitute one and the same instrument.
15. Notices. All communications hereunder will be in writing and effective
only upon receipt and, if sent to the Underwriter, will be delivered to the
Underwriter at the address specified in Schedule I, or if sent to CMSI, will be
delivered to Citicorp Mortgage Securities, Inc., 00000 Xxxxx Xxxxx Xxxxx Xxxxx,
Xx. Xxxxx, Xxxxxxxx 00000, Attn: Xxxxxx X. Xxxxxxx, or if sent to Citicorp, will
be delivered to Citicorp, Citigroup Center, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attn: Xxxxxxx X. Xxxxx, Vice President.
17
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to each of the undersigned a counterpart
hereof, whereupon this letter and your acceptance shall represent a binding
agreement among CMSI, Citicorp and the Underwriter.
Very truly yours,
CITICORP MORTGAGE SECURITIES, INC.
By:
----------------------------------
Xxxxxx X. Xxxxxxx
Senior Vice President
CITICORP
By:
----------------------------------
Xxxxxxx X. Xxxxx
Vice President
The foregoing Agreement is hereby confirmed and accepted as of the date
first above written.
[UNDERWRITER]
By:
-----------------------------------
Name:
Authorized Signatory
18
SCHEDULE I
Underwriting Agreement dated [_______ __], 200[_]
REMIC Pass-Through Certificates, Series 200[_]-[__]
Offered Certificates: Senior certificates, and subordinated
class B-1 certificates, class B-2 certificates and class
B-3 certificates (the "offered class B certificates")
(each in such proportion of the mortgage loans as
specified in Attachment A hereto and within the
respective tolerances as are set forth therein).
The senior certificates may include one or more classes
of senior class A certificates with the prior consent of
an authorized officer of CMSI, which consent shall not
unreasonably be withheld.
Purchase Price: [__________]% of the Initial Principal Amount
of the senior class A certificates other than a class of
senior class A certificates which is a ratio-stripped
principal-only class (the "class A-PO certificates"),
[__________]% of the initial principal balance of the
class A-PO certificates, [__________]% of the initial
principal balance of the class B-1 certificates,
[__________]% of the initial principal balance of the
class B-2 certificates, and [__________]% of the initial
principal balance of the class B-3 certificates plus, in
each case (other than in the case of principal only
classes of certificates), accrued interest from (and
including) the cut-off date to (but excluding) the
closing date at the rate of [_____]% per annum, plus
$[________].
Originator and Address: CitiMortgage, Inc.(1)
00000 Xxxxx Xxxxx Xxxxx Xxxxx Xx.
Xxxxx, Xxxxxxxx 00000
Underwriter and Address
for Notices: [UNDERWRITER]]
[Address]
[Address]
--------
1 Mortgage loans of this Originator include mortgage loans originated or
acquired by Citibank, Federal Savings Bank and originated by Citibank, N.A.
I-1
Description of Mortgage
Loans: [__]- to [__]-year fixed-rate conventional one- to
four-family mortgage loans having an aggregate principal
balance as of the cut-off date of approximately
$[___________] (subject to an upward or downward
variance of up to 5%). The weighted average note rate of
the mortgage loans as of the cut-off date is expected to
be at least [_____]% but not more than [_____]%. The
weighted average remaining term to stated maturity of
the mortgage loans as of the cut-off date is expected to
be at least [_____]months but no more than [_____]
months. The mortgage loans, subject to certain changes
by CMSI (which changes shall not be material), are
further described in Attachment A hereto.
Cut-Off Date: [_________] 1, 200[_]
Ratings of
Offered Certificates: The senior class A certificates shall be
rated "AAA" by [RATING AGENCY 1] and "AAA" by [RATING
AGENCY 2]. The class B-1 certificates shall be rated at
least "AA" by [RATING AGENCY 2], the class B-2
certificates shall be rated at least "A" by [RATING
AGENCY 2], and the class B-3 certificates shall be rated
at least "BBB" by [RATING AGENCY 2].
Denominations: The denominations of each senior class and each
of the class B-1, class B-2 and class B-3 certificates
will be as set forth in the Prospectus. Such
denominations will be set by the Underwriter except that
the minimum denomination of each senior class and each
of the class B-1, class B-2 and class B-3 certificates
will be an initial principal balance or initial notional
amount of $1,000 and any whole dollar amount in excess
thereof (except that one certificate of each such senior
class and one class B-1, class B-2 and class B-3
certificate may be in a different denomination if
necessary).
Underwriter's Statements
to be Included in
the Prospectus: The purchase price for the offered
certificates will be set by the underwriter or
negotiated by the purchaser and the underwriter at the
time of sale.
Subject to the terms and conditions of the underwriting
agreement among Citicorp, CMSI and the underwriter, the
underwriter will purchase the offered certificates from
CMSI upon issuance. The underwriter has committed to
purchase all of the offered certificates if any
certificates are purchased. The underwriter will
distribute the offered certificates from time to time in
negotiated transactions or otherwise at varying prices
to be determined at the time of sale.
I-2
In connection with the purchase and sale of the offered
certificates, the underwriter may be deemed to have
received compensation from CMSI in the form of
underwriting discounts.
In connection with this offering, the underwriter may
over-allot or effect transactions that stabilize or
maintain the market price of the offered certificates at
a level above that which might otherwise prevail in the
open market. Such stabilizing, if commenced, may be
discontinued at any time.
Delivery and Payment: Same day funds by federal funds wire.
Closing Date and
Location: 10:00 a.m. (New York City time) on [________ __],
200[_] at the offices of:
Citigroup Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
I-3
ATTACHMENT A
A-1
