Terms Agreement for Underwriting of ABN AMRO Multi-Class Mortgage Pass-Through Certificates, Series 2002-6

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Summary

This agreement is between ABN AMRO Mortgage Corporation and the underwriters, including Lehman Brothers Inc. and ABN AMRO Financial Services, Inc., for the sale and purchase of approximately $286.8 million in Multi-Class Mortgage Pass-Through Certificates. The certificates are backed by mortgage loans and will be issued under a Pooling and Servicing Agreement. The underwriters agree to buy the certificates at a set price and offer them to the public. The agreement outlines the terms, ratings, and distribution schedule for the certificates, with closing set for July 25, 2002.

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EX-1.2 4 d51430.txt TERMS AGREEMENT MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATES ABN AMRO MORTGAGE CORPORATION, DEPOSITOR TERMS AGREEMENT Dated: July 24, 2002 To: ABN AMRO Mortgage Corporation Re: Underwriting Agreement, dated as of May 22, 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 $286,839,418 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 July 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 10:00 a.m., New York, New York time, on July 25, 2002 and the location of the closing shall be the New York, New York offices of Thacher Proffitt & Wood. The opinion referred to in Section 4(b) of the Underwriting Agreement shall be delivered by Thacher Proffitt & 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 2002-6. Terms of the Certificates and Underwriting Compensation: - --------------------------------------------------------
Original Principal or Notional Class Amount* Remittance Rate Price to Public ----- ------- --------------- --------------- A-1 $85,263,000 6.00% ** A-2 $50,000,000 5.80% ** A-3 $50,000,000 5.70% ** A-4 $10,703,000 6.00% ** A-5 $41,000,000 (1) ** A-6 $41,000,000 (1) ** A-7 $13,511,000 6.50% ** A-8 $3,151,230 6.50% ** A-9 $28,700,000 6.50% ** A-10 $100,000 6.50% ** A-P $637,318 *** ** A-X $10,607,035 6.50% ** M $4,040,000 6.50% ** B-1 $1,731,000 6.50% ** B-2 $1,154,000 6.50% ** 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. *** 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:
Class Formula Initial Maximum Minimum ----- ------- ------- ------- ------- Class A-5 LIBOR + 0.50% 2.34% 9.00% 0.50% Class A-6 8.50% - LIBOR 6.66% 8.50% 0.00%
2 Certificate Rating: - ------------------- Moody's Investors Service, Inc. ("Moody's") and Fitch Ratings ("Fitch") shall each assign a rating of not less than "Aaa" and "AAA," respectively, to the Class A Certificates, other than, in the case of Moody's, the Class A-10 Certificates. Moody's shall assign a rating of not less than "Aa2" to the Class A-10 Certificates. Fitch shall assign a rating of not less than "AAA" to the Class R Certificate. Fitch shall assign a rating of not less than "AA" to the Class M Certificates. Moody's and Fitch shall each assign a rating of not less than "A2" and "A," respectively, to the Class B-1 Certificates. Moody's and Fitch shall each assign a rating of not less than "Baa2" and "BBB," respectively, to the Class B-2 Certificates. 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 July 1, 2002. Distribution Date: - ------------------ The 25th day of each month, or if such 25th day is not a Business Day, the first Business Day immediately following, commencing in August 2002. Purchase Price: - --------------- The purchase price payable by the Underwriters for the Certificates is approximately 101.71875% of the aggregate principal balance of the Certificates as of the Closing Date plus accrued interest, as applicable, from July 1, 2002 up to but not including the Closing Date. Information Provided By Lehman Brothers: - ---------------------------------------- The information described in the last sentence of Section 6(b) of the Underwriting Agreement constitutes information furnished in writing by Lehman Brothers on behalf of the Underwriter 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. 3 Underwriting Commission: - ------------------------ Notwithstanding anything to the contrary in the Underwriting Agreement, no additional underwriting commission shall be payable by the Company to the Underwriters in connection with the purchase of the Certificates. Closing Date and Location: - -------------------------- July 25, 2002 at the New York, New York offices of Thacher Proffitt & 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. LEHMAN BROTHERS INC. By: /s/: Michael Hitzmann ------------------------- Name: Michael Hitzmann Title: Vice President ABN AMRO FINANCIAL SERVICES, INC. By: /s/: Maria Fregosi ------------------------- Name: Maria Fregosi Title: First Vice President ACCEPTED: ABN AMRO MORTGAGE CORPORATION By: /s/: Daniel J. Fischer -------------------------- Name: Daniel J. Fischer Title: Vice President ABN AMRO NORTH AMERICA, INC. By: /s/: Thomas G. Dolan -------------------------- Name: Thomas G. Dolan Title: Senior Vice President By: /s/: Marty Penstein -------------------------- Name: Mary Penstein Title: Executive Vice President Exhibit I --------- Name Original Principal Amount of Certificates - ---- ----------------------------------------- LEHMAN BROTHERS INC. 100% Total: $286,839,418