Terms Agreement for Underwriting of ABN AMRO Mortgage Pass-Through Certificates, Series 2002-5

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Summary

This agreement is between ABN AMRO Mortgage Corporation and Goldman, Sachs & Co., with ABN AMRO Financial Services, Inc. and ABN AMRO North America, Inc. also participating. It sets the terms for the sale and purchase of approximately $309 million in Multi-Class Mortgage Pass-Through Certificates. The agreement outlines the purchase price, interest rates, classes of certificates, and closing details. The underwriters agree to buy the certificates and offer them for sale, with no additional underwriting commission payable. The transaction closes on June 27, 2002, in New York City.

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EX-1.2 4 d48713.txt TERMS AGREEMENT PASS-THROUGH CERTIFICATES ABN AMRO MORTGAGE CORPORATION, DEPOSITOR TERMS AGREEMENT --------------- Dated: June 25, 2002 To: ABN AMRO Mortgage Corporation Re: Underwriting Agreement, dated as of June 25, 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 $308,985,626 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 June 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 June 27, 2002 and the location of the closing shall be the New York City 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 2002-5 Terms of the Certificates and Underwriting Compensation: - -------------------------------------------------------
Original Principal or Price to Class Notional Amount* Certificate Rate Public ----- ---------------- ---------------- ------ IA-1 $93,000,000 5.50% ** IA-2 $9,819,000 6.50% ** IA-3 $10,854,000 6.50% ** IA-4 $11,558,000 6.50% ** IA-5 $19,758,000 6.50% ** IA-6 $46,500,000 (1) ** IA-7 $46,500,000 (1) ** IA-8 $36,333,768 (1) ** IA-9 $36,333,768 (1) ** IA-P $368,675 *** ** IIA-1 $17,327,793 6.00% ** IIA-2 $57,052,100 6.50% ** IIA-P $44,190 *** ** IIA-X $911,913 6.50% ** M $3,729,000 6.50% ** B-1 $1,709,000 6.50% ** B-2 $932,000 6.50% ** R $100 6.50% **
_________________________ * Approximate. Subject in the case of each Class to a permitted variance of plus or minus 5%. -2- ** 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 IA-P and Class IIA-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 IA-6 LIBOR + 0.50% 2.34% 8.50% 0.50% Class IA-7 8.00% - LIBOR 6.16% 8.00% 0.00% Class IA-8 LIBOR + 0.75% 2.59% 8.50% 0.75% Class IA-9 7.75% - LIBOR 5.91% 7.75% 0.00%
Certificate Rating: - ------------------- AAA on the Class A Certificates and the Class R Certificate by Fitch Ratings ("Fitch") and Aaa on the Class A Certificates by Moody's Investors Service, Inc. ("Moody's"). AA on the Class M Certificates by Fitch and Aa2 on the Class M Certificates by Moody's. A on the Class B-1 Certificates by Fitch and A2 on the Class B-1 Certificates by Moody's. BBB on the Class B-2 Certificates by Fitch and Baa2 on the Class B-2 Certificates by Moody's. 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 June 1, 2002. -3- 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 July 25, 2002. Purchase Price: - -------------- The purchase price payable by the Underwriter for the Certificates is 101.68% of the aggregate principal balance of the Certificates as of the Closing Date plus accrued interest, as applicable, from June 1, 2002 up to but not including the Closing Date. Information Provided by Goldman Sachs: - ------------------------------------- The information described in the last sentence of Section 6(b) of the Underwriting Agreement constitutes information furnished in writing by Goldman 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. 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: - ------------------------- June 27, 2002 at the New York City 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. GOLDMAN, SACHS & CO. By: /s/ Dan Sparks ------------------------ Name: Dan Sparks Title: Managing Director 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 Dolan -------------------------- Name: Thomas Dolan Title: Senior Vice President By: /s/ Marty Penstein -------------------------- Name: Marty Penstein Title: Executive Vice President EXHIBIT I --------- Original Principal Name Amount of Certificates - ---- ---------------------- Goldman, Sachs & Co. $308,985,626 TOTAL $308,985,626 100% ============ ===