ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
Dated: June 22, 1999
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of June 22, 1999 (the "Underwriting
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 $405,412,244 original principal amount of
Pass-Through Certificates described below (the "Certificates"). The Certificates
will be issued under a Pooling and Servicing Agreement dated as of June 1, 1999
among the Company, as depositor, LaSalle Home Mortgage Corporation, as servicer
and Chase Bank of Texas, National Association 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 June 25, 1999. Subject to the terms and conditions set forth or
incorporated by reference herein, the Company hereby agrees to sell and the
Underwriters agree to purchase, severally and not jointly, the respective
original principal amounts of Certificates set forth opposite their names in
Exhibit I hereto at the purchase price set forth below.
The Underwriters will offer the Certificates for sale upon the terms
and conditions set forth in the Prospectus.
Subject to the terms and conditions set forth or incorporated by
reference herein, the Underwriters will pay for the Certificates at the time and
place and in the manner set forth in the Underwriting Agreement.
The Underwriters will pay their pro rata share (based upon the
principal amount of Offered Certificates each of the Underwriters has agreed to
purchase as indicated on Exhibit I hereto) of all fees and expenses relating to
any letter of independent certified public accountants delivered in connection
with the Computational Materials.
Series Designation: 1999-4
Terms of the Certificates and Underwriting Compensation:
Principal Interest Price to
Classes Amount Rate* Public
Class IA-1 $ 25,615,000 6.50%
Class IA-2 $ 109,340,000 6.50%
Class IA-3 $ 36,323,000 6.75%
Class IA-4 $ 33,553,442 6.50%
Class IA-5 $ 51,230,000 6.50%
Class IA-6 $ 23,785,000 7.00%
Class IA-7 $ 26,011,000 6.50%
Class IA-8 $ 12,310,000 6.50%
Class IA-9 $ 6,108,000 7.00%
Class IA-10 $ 3,932,961 0.00%***
Class IA-11 $ 3,074,000 7.00%
Class IA-12 $ 665,000 6.50%
Class IA-13 $ 10,246,116 6.50%
Class IA-X1 $ 6,234,751 6.50%**
Class IA-X2 $ 10,902,679 6.50%**
Class IA-P $ 948,923 0.00%***
Class IIA-1 $ 37,432,000 6.00%
Class IIA-2 $ 1,500,000 6.00%
Class IIA-3 $ 9,690,976 6.00%
Class IIA-X $ 2,336,732 6.00%**
Class IIA-P $ 569,880 0.00%***
Class M $ 8,582,337 +
Class B-1 $ 3,065,120 +
Class B-2 $ 1,430,389 +
Class R**** $ 100 6.00%
* Interest distributed to the Offered Certificates on each Distribution
Date will have accrued during the preceding calendar month at the
applicable per annum Mortgage Interest Rate (as defined in the Prospectus
** Not entitled to receive distributions of principal. Will accrue interest
on the related Notional Amounts as described in the Prospectus
*** Will not be entitled to distributions of interest.
**** Will be comprised of two Components, Components R-1, which represents the
sole residual interest in REMIC I (as defined in the Prospectus
Supplement), and Component R-2, which represents the sole residual
interest in REMIC II (as defined in the Prospectus Supplement).
+ The interest rate on these classes of certificates will vary from 6.00%
to 6.50% per annum. The initial interest rate on each class of these
certificates will be approximately 6.44% per annum.
Standard & Poor's, a Division of the McGraw-Hill Companies, Inc.
("S&P") and Fitch IBCA, Inc. ("Fitch") shall each assign a rating of "AAA" to
the Class A Certificates (other than the Class IA-10, Class IA-X1, Class IA-X2,
Class IA-P, Class IIA-X and Class IIA-P Certificates, which will each be
assigned a rating of "AAAr" from S&P) and Class R Certificate. Fitch shall
assign a rating of not less than "AA" to the Class M Certificates, not less than
"A" to the Class B-1 Certificates and not less than "BBB" to the Class B-2
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 II and REMIC I.
Senior/Subordinated: Shifting interest
The Cut-off Date is June 1, 1999.
The 25th day of each month (or, if such 25th day is not a business day,
the business day immediately following) commencing July, 1999.
The purchase price payable by the Underwriter for the Certificates is
approximately 98.6155247% of the aggregate principal balance of the Certificates
as of the Closing Date plus accrued interest from June 1, 1999 up to but not
including the Closing Date.
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:
June 25, 1999 at the Chicago, Illinois offices of Mayer, Brown & Platt.
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
DONALDSON, LUFKIN & JENRETTE
By: /s/ Shannon Smith
Name: Shannon Smith
Title: Senior Vice President
ABN AMRO INCORPORATED
By: /s/ Maria Fregosi
Name: Maria Fregosi
Title: First Vice President
ABN AMRO MORTGAGE CORPORATION
By: /s/ Stewart W. Fleming
Name: Stewart W. Fleming
Title: Senior Vice President
STANDARD FEDERAL BANCORPORATION, INC.
By: /s/ Joseph E. Krull
Name: Joseph E. Krull
Title: Executive Vice President
DONALDSON, LUFKIN & JENRETTE