Execution
GE CAPITAL MORTGAGE SERVICES, INC.
REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
SERIES 1998-12
TERMS AGREEMENT
(to Underwriting Agreement
dated June 22, 1995,
between the Company and the Underwriter)
GE Capital Mortgage Services, Inc. New York, New York
Three Executive Campus July 24, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Credit Suisse First Boston Corporation (the
"Underwriter") agrees, subject to the terms and provisions herein
and of the captioned Underwriting Agreement (the "Underwriting
Agreement"), to purchase the Classes of Series 1998-12
Certificates specified in Section 2(a) hereof (the "Offered
Certificates"). This Terms Agreement supplements and modifies the
Underwriting Agreement solely as it relates to the purchase and
sale of the Offered Certificates described below. The Series
1998-12 Certificates are registered with the Securities and
Exchange Commission by means of an effective Registration
Statement (No. 333-51151). Capitalized terms used and not defined
herein have the meanings given them in the Underwriting
Agreement.
Section 1. The Mortgage Pool: The Series 1998-12
Certificates shall evidence the entire beneficial ownership
interest in four mortgage pools ("Pool 1," "Pool 2," "Pool 3" and
"Pool 4," respectively, and each a "Mortgage Pool") of
conventional, fixed rate, fully amortizing one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of July 1, 1998 (the "Cut-off
Date"):
(a) Aggregate Principal Amount of Pool 1: $400,661,895.62
aggregate principal balance as of the Cut-off Date, subject to a
permitted variance such that the aggregate original Certificate
Principal Balance will be not less than $380,000,000 or greater
than $420,000,000.
(b) Aggregate Principal Amount of Pool 2: $200,222,314.36
aggregate principal balance as of the Cut-off Date, subject to a
permitted variance such that the aggregate original Certificate
Principal Balance of the Offered Certificates in Pool 2 will be
not less than $190,000,000 or greater than $210,000,000.
(c) Aggregate Principal Amount of Pool 3: $176,002,356.26
aggregate principal balance as of the Cut-off Date, subject to a
permitted variance such that the aggregate original
Certificate Principal Balance of the Offered Certificates in Pool
3 will be not less than $166,250,000 or greater than
$183,750,000.
(d) Aggregate Principal Amount of Pool 4: $201,364,346.26
aggregate principal balance as of the Cut-off Date, subject to a
permitted variance such that the aggregate original Certificate
Principal Balance of the Offered Certificates in Pool 4 will be
not less than $190,000,000 or greater than $210,000,000.
(e) Original Terms to Maturity: The original term to
maturity of substantially all of the Mortgage Loans included in
Pool 1, Pool 2 and Pool 4 shall be between 20 and 30 years. The
original term to maturity of substantially all of the Mortgage
Loans included in Pool 3 shall be between 10 and 15 years.
Section 2. The Certificates: The Offered Certificates
shall be issued as follows:
(a) Classes: The Offered Certificates shall be issued with
the following Class designations, interest rates and principal
balances, subject in the aggregate to the variance referred to in
Section 1(a):
Principal Interest Class Purchase
Class Balance Rate Price Percentage
Class 3-A1 $37,700.00 6.50% 99.734400%
Class 3-A2 2,300,000.00 6.50 99.734400
Class 3-A3 10,000,000.00 6.50 99.734400
Class 3-A4 121,818,119.00 6.50 99.734400
Class 3-M 1,320,017.00 6.50 99.667905
Class 3-B1 440,005.00 6.50 99.058521
Class 3-B2 440,005.00 6.50 97.370397
Class 3-R 100.00 6.50 99.734400
Class 4-A1 $71,750,000.00 6.75% 99.351600%
Class 4-A2 11,149,185.00 (1) 99.351600
Class 4-A3 3,716,395.00 (1) 99.351600
Class 4-A4 20,140,000.00 6.75 99.351600
Class 4-A5 45,100,000.00 6.75 99.351600
Class 4-A6 19,500,000.00 6.75 99.351600
Class 4-A7 3,125,000.00 7.00 99.351600
Class 4-A8 3,125,000.00 6.50 99.351600
Class 4-A9 3,300,000.00 6.75 99.351600
Class 4-A10 3,100,000.00 7.00 99.351600
Class 4-A11 3,100,000.00 6.50 99.351600
Class 4-A12 3,750,000.00 6.75 99.351600
Class 4-A13 2,124,900.00 6.75 99.351600
Class 4-M 3,725,240.00 6.75 99.412027
Class 4-B1 1,610,914.00 6.75 98.599630
Class 4-B2 906,139.00 6.75 96.525697
Class 4-R 100.00 6.75 99.351600
2
----------
(1) Interest will accrue on the Class 4-A2 and Class 4-A3
Certificates at the respective rates described in the
Prospectus.
(b) The Offered Certificates shall have such other
characteristics as described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificate Principal Balance thereof plus
accrued interest at the initial interest rate per annum from and
including the Cut-off Date up to, but not including, July 30,
1998 (the "Closing Date").
Section 4. Required Ratings: The Class 3-A1, Class
3-A2, Class 3-A3, Class 3-A4, Class 4-A1, Class 4-A2, Class 4-A3,
Class 4-A4, Class 4-A5, Class 4-A6, Class 4-A7 Class 4-A8, Class
4-A9, Class 4-A10, Class 4-A11, Class 4-A12, Class 4-A13
Certificates shall have received Required Ratings of "AAA" from
each of Fitch IBCA Inc. ("Fitch") and Standard & Poor's Rating
Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P").
The Class 3-M Certificates shall have received a Required Rating
of "AA" from S&P and the Class 4-M Certificates shall have
received a Required Rating of "AA" from Fitch. The Class 3-B1
Certificates shall have received a Required rating of "A" from
S&P and the Class 4-B1 Certificates shall have received a
Required Rating of "A" from Fitch. The Class 3-B2 Certificates
shall have received a Required Rating of "BBB" from S&P and the
Class 4-B2 Certificates shall have received a Required Rating of
"BBB" from Fitch.
Section 5. Tax Treatment: One or more elections will
be made to treat the assets of each Trust Fund as a REMIC.
Section 6. Additional Expenses. The Underwriter will
pay all expenses (e.g., shipping, postage and courier costs)
associated with the delivery of the Prospectus to its prospective
investors and investors, other than the costs of delivery to the
Underwriter's facilities, provided, that if courier services
(other than overnight delivery services utilized in the ordinary
course of business) are required to ensure that the Prospectus is
delivered to investors on the day immediately preceding the
Closing Date, the Company will pay such courier expenses.
3
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.
Very truly yours,
CREDIT SUISSE FIRST BOSTON
CORPORATION
By:___________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
GE CAPITAL MORTGAGE SERVICES, INC.
By:_________________________
Name:
Title: