EXECUTION
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: February 25, 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 $255,030,829 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 February 1, 2003 among the Company, as depositor, ABN AMRO
Mortgage Group, Inc., as servicer and JPMorgan Chase Bank, as trustee. The terms
of the Certificates are summarized below and are more fully described in the
Company's Prospectus Supplement prepared with respect to the Certificates.
All the provisions (including defined terms) contained in the Underwriting
Agreement are incorporated by reference herein in their entirety and shall be
deemed to be part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. The Closing Time referred to in
Section 2 of the Underwriting Agreement shall be 10:00 a.m., New York, New York
time, on February 27, 2003 and the location of the closing shall be the New York
City offices of Xxxxxxx Xxxxxxxx & Xxxx. The opinion referred to in Section 4(b)
of the Underwriting Agreement shall be delivered by Xxxxxxx Xxxxxxxx & Wood, as
counsel for the Company. Subject to the terms and conditions set forth or
incorporated by reference herein, the Company hereby agrees to sell and the
Underwriters agree to purchase, severally and not jointly, the respective
original principal amounts of Certificates set forth opposite their names in
Exhibit I hereto at the purchase price set forth below.
The Underwriters will offer the Certificates for sale upon the terms and
conditions set forth in the Prospectus and the Prospectus Supplement.
Subject to the terms and conditions set forth or incorporated by reference
herein, the Underwriters will pay for the Certificates at the time and place and
in the manner set forth in the Underwriting Agreement.
The Underwriters will pay their pro rata share (based upon the principal
amount of Offered Certificates each of the Underwriters has agreed to purchase
as indicated on Exhibit I hereto) of all fees and expenses relating to any
letter of independent certified public accountants delivered in connection with
the Computational Materials.
Series Designation:
ABN AMRO Mortgage Corporation Multi-Class Mortgage Pass-Through
Certificates, Series 2003-2
Terms of the Certificates and Underwriting Compensation:
-------------------------------------------------------
Original Principal or Price to
Class Notional Amount* Certificate Rate Public
----- ---------------- ---------------- ------
IA-1 $25,000,000 5.00% **
IA-2 $55,064,963 4.50% **
IA-3 $5,506,496 5.00% **
IA-4 $4,811,037 5.00% **
IIA-1 $107,882,177 (1) **
IIA-2 $58,844,824 (1) **
A-P $870,729 *** **
A-X $1,496,503 5.50% **
M $1,534,000 (2) **
B-1 $511,000 (2) **
B-2 $512,000 (2) **
R $100 5.00% **
----------
* Approximate. Subject in the case of each Class to a permitted variance of
plus or minus 5%.
** The Certificates are being offered by the Underwriters from time to time
in negotiated transactions or otherwise at varying prices to be
determined, in each case, at the time of sale.
*** The Class A-P Certificates are principal-only certificates and are not
entitled to payments of interest.
(1) The Certificate Rate for certificates with variable rates of interests are
set forth in the table below:
-2-
Class Formula Initial Maximum Minimum
----- ------- ------- ------- -------
Class IIA-1 LIBOR + 0.50% 1.86875% 8.50% 0.50%
14.666667% - (LIBOR x
Class IIA-2 1.833333) 12.1572917045% 14.666667% 0.00%
(2) The Certificate Rate for the Class M, Class B-1 and Class B-2 Certificates
will vary from 5.00% to 5.50% per annum. The initial Certificate Rate for
the Class M, Class B-1 and Class B-2 Certificates will be approximately
5.330226112% per annum.
Certificate Rating:
AAA on the Class A Certificates and the Class R Certificate by each of
Fitch Ratings ("Fitch") and Standard & Poor's Ratings Service, a division
of The XxXxxx-Xxxx Companies, Inc. ("S&P").
AA on the Class M Certificates by S&P.
A on the Class B-1 Certificates by 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 each of REMIC
I, REMIC II and REMIC III as "real estate mortgage investment conduits" (each, a
"REMIC") for federal income tax purposes. All of the Certificates issued by
REMIC III, other than the Class R Certificate, will represent ownership of REMIC
"regular interests" in REMIC III. The Class R Certificate will represent
ownership of the REMIC "residual interest" in each of REMIC I, REMIC II and
REMIC III.
Credit Enhancement:
Senior/Subordinated: Shifting interest.
Cut-off Date:
The Cut-off Date is February 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 March 25, 2003.
-3-
Purchase Price:
The purchase price payable by the Underwriter for the Certificates is
101.215% of the aggregate principal balance of the Certificates as of the
Closing Date plus accrued interest, as applicable, from February 1, 2003 up to
but not including the Closing Date.
Information Provided by Xxxxxxx, Sachs & Co.:
The information described in the last sentence of Section 6(b) of the
Underwriting Agreement constitutes information furnished in writing by Xxxxxxx,
Xxxxx & Co. 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:
February 27, 2003 at the New York City offices of Xxxxxxx Xxxxxxxx & Wood.
-4-
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.
XXXXXXX, XXXXX & CO.
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
ABN AMRO FINANCIAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Group Senior Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------------
Name: Xxxxxx X. 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
Xxxxxxx, Sachs & Co. $255,030,829
Total $255,030,829 100%
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