EXHIBIT 1.2
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: January 28, 2002
To: ABN AMRO Mortgage Corporation
Re: Underwriting Agreement, dated as of January 28, 2002 (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 $553,306,309 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 January 1, 2002 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 9:00 a.m., Chicago, Illinois
time, on January 30, 2002. 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.
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Series Designation:
ABN AMRO Mortgage Corporation Multi-Class Mortgage Pass-Through
Certificates, Series 2002-1
Terms of the Certificates and Underwriting Compensation:
Original Principal or Price to
Class Notional Amount* Certificate Rate Public
----- ---------------- ---------------- ------
IA-1 $50,385,597 6.00% **
IA-2 $357,702,000 6.50% **
IA-3 $32,429,539 *** **
IA-4 $32,429,539 *** **
IA-P $154,811 **** **
IM $6,360,000 6.50% **
IB-1 $2,726,000 6.50% **
IB-2 $1,818,000 6.50% **
IIA-1 $99,708,000 6.00% **
IIA-P $1,115,880 **** **
IIA-X $2,555,419 6.00% **
IIM $612,000 6.00% **
IIB-1 $256,000 6.00% **
IIB-2 $153,000 6.00% **
R $100 6.50% **
-------------------------
* 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.
*** Adjustable Rates Initial Formula Maximum Minimum
---------------- ------- ------- ------- -------
Class IA-3 2.70% LIBOR + 0.85% 8.50% 0.85%
Class IA-4 5.80% 7.65% - LIBOR 7.65% 0.00%
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**** The Class IA-P and IIA-P Certificates are principal-only certificates
and are not entitled to payments of interest.
Certificate Rating:
AAA on the Class A Certificates by Standard & Poor's Ratings Service, a
division of The XxXxxx-Xxxx Companies, Inc. ("S&P"). AAA on the Class A
Certificates and the Class R Certificate by Fitch, Inc. ("Fitch").
AA on the Class IM and Class IIM Certificates by Fitch.
A on the Class IB-1 and Class IIB-1 Certificates by Fitch.
BBB on the Class IB-2 and Class IIB-2 Certificates by Fitch.
REMIC Election:
The Company intends to cause an election to be made to treat REMIC I
and REMIC II as "real estate mortgage investment conduits" (each, a "REMIC") for
federal income tax purposes. All of the Certificates issued by REMIC I and REMIC
II, other than the Class R Certificate, will represent ownership of REMIC
"regular interests." The Class R Certificate will represent ownership of the
REMIC "residual interest" in REMIC I and REMIC II.
Credit Enhancement:
Senior/Subordinated: Shifting interest.
Cut-off Date:
The Cut-off Date is January 1, 2002.
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 February 25, 2002.
Purchase Price:
The purchase price payable by the Underwriter for the Certificates is
98.634% of the aggregate principal balance of the Certificates as of the Closing
Date plus accrued interest from January 1, 2002 up to but not including the
Closing Date.
Information Provided by Xxxxxxx Xxxxx:
The information described in the last sentence of Section 6(b) of the
Underwriting Agreement constitutes information furnished in writing by Xxxxxxx
Sachs 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.
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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:
January 30, 2002 at the Chicago, Illinois offices of Xxxxx, Xxxxx &
Xxxxx.
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Please confirm your agreement by having an authorized Officer sign a
copy of this Agreement in the space set forth below and returning a signed copy
to us.
XXXXXXX, SACHS & CO.
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
ABN AMRO INCORPORATED
By: /s/ Xxxxx Xxxxxxx
----------------------
Name: Xxxxx Xxxxxxx
Title: First Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ Xxx Xxxxxxx
--------------------------------
Name: Xxx Xxxxxxx
Title: Vice President
ABN AMRO NORTH AMERICA, INC.
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President
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EXHIBIT I
Original Principal
Name Amount of Certificates
---- ----------------------
Xxxxxxx, Xxxxx & Co. $553,420,927
Total $553,420,927 100%
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