Exhibit 1.1
CITICORP MORTGAGE SECURITIES, INC.
REMIC PASS-THROUGH CERTIFICATES, SERIES 200[...]-[...]
UNDERWRITING AGREEMENT
[...], 200[...]
To: [Underwriter]
[Underwriter's 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 offered class A and
offered class B certificates as 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, [Trustee] ("the Bank"), in its individual capacity and
as trustee (in such capacity, the "Trustee"), [and [Paying Agent], in its
individual capacity and as Paying Agent, Certificate Registrar and
Authentication Agent]. 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. 333-109722) 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 form
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of prospectus which, as supplemented, shall be, and 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 "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), including a prospectus supplement 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 its date,
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 the Bank, in its
individual capacity and as Trustee, [and by [Paying Agent],in its individual
capacity and as Paying Agent, Certificate Registrar and Authentication
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Agent], 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
(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 ▇▇▇▇▇▇ No-Action Letter and the PSA No-Action
Letter referred
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to in Section 7(b) (collectively, the "No-Action Letters"), not later
than noon on the fifth business day preceding the closing date;
(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
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
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case of the initial Collateral Term Sheet, that such information
supersedes the information in all prior Collateral Term Sheets; and
(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 CMSI or the originators.
(d) CMSI may provide the Underwriter with a "loan level"
description of the mortgage loans described in Schedule I that may contain
confidential information regarding the mortgagors. For purposes of this Section,
"confidential information" shall consist of nonpublic personal information, as
defined in regulations issued by the Securities and Exchange Commission and
banking regulators under the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, but does not include
information generally available to the public, except where such availability is
caused solely by the Underwriter's violation of this Section 4(d). The
Underwriter agrees that it will (1) use such confidential information for
purposes of the transactions contemplated herein, (2) hold such confidential
information in confidence to the same extent that it holds confidential its own
information of similar type and (3) reveal such confidential information to its
employees, officers, directors, agents, attorneys, accountants and affiliates
for the purposes contemplated herein.
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
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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. CMSI will not 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 promptly will prepare and file
with the 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 [Accountants]
(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 [Counsel] 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 CMSI shall not
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
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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.
(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, Senior
Vice President, Vice President or any Assistant 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:
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(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) [Paying Agent] has been duly chartered and
is validly existing as a [...] in good standing under the laws of
[...];
(C) 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;
(D) The offered certificates have been duly
authorized, executed, issued, authenticated and delivered, and are
validly issued and outstanding and entitled to the benefits provided by
the Pooling Agreement;
(E) Assuming that the offered 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;
(F) The Pooling Agreement has been duly
authorized, executed and delivered by CMSI [and [Paying Agent], in its
individual capacity and as Paying Agent, Certificate Registrar and
Authentication Agent] and, assuming valid execution thereof by the
Bank, in its individual capacity and as Trustee, constitutes a valid
and legally binding agreement of CMSI [and [Paying Agent]], 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;
(G) 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;
(H) 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;
(I) 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)
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the Registration Statement and the Prospectus as of its date, 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 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 its
date, 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 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 heading "Core prospectus-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;
(J) This Agreement has been duly authorized,
executed and delivered by each of CMSI and Citicorp; and
(K) 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 [Counsel], 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
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than CMSI, [Paying Agent], 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 [Counsel], to
the effect that the statements in the Prospectus under the headings
"Core prospectus-Taxation of certificate holders," "Core
prospectus-Taxation of the Trust," and "Prospectus supplement-Federal
income tax consequences," to the extent such statements summarize
material tax consequences of the purchase, beneficial ownership and
disposition of the offered certificates to the holders thereof
described therein, are correct in all material respects.
(d) The Underwriter shall have received from [Counsel], 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) [Accountants] 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. ("CMI") and the securitized portfolio of the
originators named in the Prospectus (and certain other affiliates of
CMI) 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 "Core prospectus-Delinquency, foreclosure
and loss experience" agrees with the accounting records of the
originators, excluding any questions of legal interpretation.
(f) [Accountants] 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 "Prospectus
supplement-Summary-Series overview-the mortgage loans at [.....], 200[..] (the
cut-off date)" and in the detailed description relating to such prospectus
supplement 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 CMI 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,
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based on an appropriate sampling thereof, and found such data and
information to be in agreement, unless otherwise noted in such letter.
(g) If there is more than one class of offered certificates,
[Accountants] 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 "Prospectus supplement-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 day 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 balance 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 balance
according to a schedule of planned or targeted balances, 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 [Accountants] 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 "Prospectus
supplement-Weighted average lives and yields to maturity-Pre-tax yield
to maturity" of classes B-2 and B-3, 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.
11
(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.
(i) The offered certificates shall have been rated at least the
rating or ratings specified in Schedule I by the rating agency or agencies
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 class ▇-▇, ▇-▇ and B-6 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 ▇▇▇▇▇ & ▇▇▇▇ to
▇▇▇▇▇ ▇. ▇▇▇▇▇, Director of the Division of Corporation Finance of the
Commission (together with the Commission's response thereto dated May 20, 1994,
the "▇▇▇▇▇▇ No-Action Letter")) or "ABS Term Sheets" (as defined in the letter
dated February 13, 1995 from Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ No-Action Letter or the PSA
No-Action Letter and stating that the Underwriter has otherwise complied with
the terms of the ▇▇▇▇▇▇ No-Action Letter and the PSA No-Action Letter.
(c) [Accountants] 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
12
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
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 balance
according to a schedule of planned or targeted balances, 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
[Accountants] 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 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
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
13
behalf of CMSI 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 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) The Underwriter agrees to indemnify and hold harmless CMSI,
each of its directors, each of its officers who signed the Registration
Statement or any amendment thereof, and each person who controls CMSI within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from CMSI to the Underwriter, but only with reference to (i)
written information furnished 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, (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. CMSI 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.
(c) 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
14
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 (and one local 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 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).
(d) 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 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 and the Underwriter may be subject in such
proportion so that the Underwriter is responsible for 0.5% thereof and CMSI 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 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 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 within the
15
meaning of either the Act or the Exchange Act, each officer of CMSI who shall
have signed the Registration Statement or any amendment thereof and each
director of CMSI shall have the same rights to contribution as CMSI. 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 (d), 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
(d).
9. TERMINATION. This Agreement shall be subject to termination in
the absolute discretion of the Underwriter, by notice given to CMSI 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 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 Sections 8 and 11 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
16
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's address first stated in this Agreement (with a copy to your
General Counsel's Office), or if sent to CMSI, will be delivered to Citicorp
Mortgage Securities, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇'▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attn: [....], or if sent to Citicorp, will be delivered to
Citicorp, Citigroup Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attn: [....].
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:_________________________________
[Name]
[Title]
CITICORP
By:_________________________________
[Name]
[Title]
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[...]-[...]
Description of mortgage loans: For each pool of mortgage loans, the description under COLLATERAL on the Trade Ticket
for the pool that is attached as Attachment A hereto (each a "Trade Ticket"). Any
reference in a Trade Ticket to 15 Year N/C Fixed Rate means 10- to 15- year fixed-rate
conventional one- to four-family mortgage loans, any reference to 30 Year N/C Fixed
Rate means 20- to 30- year fixed-rate conventional one- to four-family mortgage loans,
and any reference to 30 Year RELO N/C Fixed Rate means 20- to 30- year fixed-rate
conventional one- to four-family mortgage loans that are originated through corporate
relocation programs. The aggregate principal balance of each pool of mortgage loans is
shown on the Trade Ticket under TRADE AMT, and is subject to an upward or downward
variance by closing of up to 5%. The weighted average per annum interest rate of the
mortgage loans in each pool as of the cut-off date is expected to be the percentage
shown under WAC on the Trade Ticket for the pool, plus or minus the basis points per
annum shown on the Trade Ticket. The weighted average remaining term to stated
maturity of the mortgage loans in each pool as of the cut-off date is expected to be
the number of months shown under WAM on the Trade Ticket for the pool, plus or minus
the number of months shown on the Trade Ticket, except that the number of months can
not exceed 180 for a pool of 15 Year N/C Fixed Rate mortgage loans or 360 for a pool
of 30 Year N/C Fixed Rate or 30 Year RELO N/C Fixed Rate mortgage loans.
Offered certificates: Senior class A (non-PO) and, if shown on a Trade Ticket, class A-PO and/or class A-IO
certificates (the "offered class A certificates") and subordinated class ▇-▇, ▇-▇ and
B-3 certificates (the "offered class B certificates").
If there is only a single pool of mortgage loans, each class of offered certificates
has a principal balance equal to the percentage for the class specified under SIZE in
the Trade Ticket of the TRADE AMT specified in the Trade Ticket.
If there is more than one pool of mortgage loans:
I-1
(a) The offered class A certificates (other than any offered class A-IO
certificates) in each "group" (as defined in the Pooling Agreement) have a principal
balance equal to the percentage for the class specified under SIZE in the Trade Ticket
for the related pool of the TRADE AMT specified in such Trade Ticket, and
(b) Each class of offered class B certificates has a principal balance equal to
the aggregate of the principal balance of its component classes. The principal balance
of a component class of a class of certificates equals the percentage for such class
specified under SIZE of the TRADE AMT, as such SIZE and TRADE AMT are specified in the
Trade Ticket for the pool related to the group for the component class.
The principal balance of each class of certificates is subject to upward or downward
variance at closing of up to 5%.
The offered class A certificates may include one or more classes of class A
certificates with the prior consent of an authorized officer of CMSI, which consent
shall not unreasonably be withheld. Additionally, class A-PO and A-IO certificates may
be composite classes of certificates formed from ratio-stripped PO and IO component
classes, respectively, from different pools.
Purchase price: If there is a single pool of mortgage loans, the sum of (a), (b) and (c):
(a) The aggregate of the prices of each class of offered certificates. The price
of a class of certificates is calculated by multiplying the principal balance (or for
any ratio-stripped IO class, notional balance) of the class at closing by the PRICE
percentage for the class shown on the Trade Ticket.
(b) Accrued interest on the aggregate principal balance (or, for any
ratio-stripped IO class, notional balance) at closing of each class of offered
certificates from (and including) the ISSUE DATE shown on the Trade Ticket to (but
excluding) the SETTLE DATE shown on the Trade Ticket at a rate per annum equal to the
target rate stated in the Pooling Agreement.
(c) $[...].
I-2
If there is more than one pool of mortgage loans, the sum of (d), (e) and (f):
(d) The aggregate, for each pool, of the prices of each class (or component
class) of offered certificates listed on the Trade Ticket for the pool, calculated by
multiplying the principal balance (or for any ratio-stripped IO class, notional
balance) at closing of each class (or component class) of offered certificates in the
group related to the pool (other than any composite classes) by the PRICE percentage
for the class (or component class) shown on the Trade Ticket for the pool.
(e) accrued interest on the aggregate principal balance (or, for any
ratio-stripped IO certificates, notional balance) at closing of the offered
certificates (other than any composite classes or ratio-stripped PO classes of
certificates) from (and including) the ISSUE DATE shown on the Trade Ticket to (but
excluding) the SETTLE DATE shown on the Trade Ticket at a rate per annum equal to the
target rate for the pool stated in the Pooling Agreement.
(f) $[...].
Originator and Address: CitiMortgage, Inc.(1)
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇'▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Cut-off date: The ISSUE DATE shown on the Trade Ticket
Ratings of offered certificates: Each class of offered certificates shall have the ratings of the rating agencies shown
on the Trade Ticket. "S&P" on the Trade Ticket refers to Standard & Poor's Ratings
Services, "Moody's" refers to ▇▇▇▇▇'▇ Investors Service, Inc., and "Fitch" refers to
Fitch Ratings.
Denominations: The denominations of each class of offered certificates will be as set forth in the
Prospectus. Such denominations will be set by the Underwriter, except that (1) the
minimum denomination of each certificate of a class of offered certificates will be
$1,000, and (2) if the initial principal or notional balance of an offered class of
certificates is not a permitted denomination for a certificate of that class, one
------------------
(1) Mortgage loans of this originator include mortgage loans originated or
acquired by Citibank, Federal Savings Bank and originated by Citibank, N.A.
I-3
certificate of the class may be issued in a different denomination.
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.
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 the SETTLE DATE shown on each Trade Ticket at the
offices of:
Citigroup Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
I-4
ATTACHMENT A
A-1
