EXECUTION COPY
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PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
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Dated: October 22, 1998
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of October 22, 1998 (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 $356,955,116 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 October 1, 1998 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 October 27, 1998. 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: 1998-4
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TERMS OF THE CERTIFICATES AND UNDERWRITING COMPENSATION:
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Original
Principal Remittance Price to
Classes Amount Rate * Public
------- ------------- ---------- --------
Class A-1 $ 16,413,000 5.90%
Class A-2 $ 25,740,000 5.60%
Class A-3 $ 44,700,000 6.00%
Class A-4 $ 2,112,000 6.50%
Class A-5 $ 11,497,044** 6.75%
Class A-6 $ 43,144,000+ 6.75%
Class A-7 $ 51,500,000+ 6.62%
Class A-8 $ 5,356,000+ 8.00%
Class A-9 $ 14,000,000+ 6.75%++
Class A-10 $ 5,500,000+ 6.75%++
Class A-11 $ 1,035,000 6.75%++
Class A-12 $ 41,760,000 6.75%
Class A-13 $ 51,318,000 6.35%
Class A-14 $ 16,418,000 8.00%
Class A-15 $ 15,050,000 6.75%
Class A-16 $ 9,750,000 6.75%
Class A-X $ 16,137,992*** 6.75%****
Class A-P $ 1,643,016*** 0.00%******
Class M $ 6,837,000 6.75%
Class B-1 $ 3,059,000 6.75%
Class B-2 $ 1,620,000 6.75%
Class R ****** $ 100 6.75%
* Interest distributed to the Offered Certificates on each Distribution
Date will have accrued during the preceding calendar month at the
applicable per annum Remittance Rate (as defined in the Prospectus
Supplement).
** Not entitled to receive distributions of principal.
*** Pennies removed for purposes of delivery to DTC.
**** Will accrue interest on the Class A-X Notional Amount. Will not be
entitled to receive distributions of principal.
***** Will not be entitled to distributions of interest and will only
receive principal in respect of the Loans with Pass-Through Rates that
are less than 6.750% per annum.
****** Will be comprised of two Components, Component 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).
+ Will receive distributions of principal payable from the amounts of
interest not paid to the Class A-9, Class A-10 and Class A-11
Certificates.
++ Interest accrued on these classes of certificates will initially be
added to their principal balances rather than distributed to the
holders of these classes of certificates on each distribution date.
CERTIFICATE RATING:
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Standard & Poor's, a division of the ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
("S&P") shall assign a rating of "AAA" to the Class A and Class R Certificates
(except for the Class A-5, Class A-P and Class A-X Certificates, which will be
rated "AAAr") and Fitch IBCA, Inc. ("Fitch") shall assign a rating of "AAA" to
the Class A and Class R Certificates. 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 Certificates.
REMIC ELECTION:
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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.
CREDIT ENHANCEMENT:
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Senior/Subordinated: Shifting interest
CUT-OFF DATE:
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The Cut-off Date is October 1, 1998.
REMITTANCE DATE:
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The 25th day of each month (or, if such 25th day is not a business
day, the business day immediately following) commencing November 1998.
PURCHASE PRICE:
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The purchase price payable by the Underwriters for the Certificates is
100.39% of the aggregate principal balance of the Certificates as of the Closing
Date plus accrued interest from October 1, 1998 up to but not including the
Closing Date.
UNDERWRITING COMMISSION:
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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:
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October 27, 1998 at the Chicago, Illinois offices of ▇▇▇▇▇, ▇▇▇▇▇ &
▇▇▇▇▇.
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.
▇▇▇▇▇▇ BROTHERS INC.
By: /s/
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Name:
Title:
ABN AMRO INCORPORATED
By: /s/
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Name:
Title:
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/
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Name:
Title:
STANDARD FEDERAL BANCORPORATION, INC.
By: /s/
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Name:
Title:
EXHIBIT I
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Original
Principal
Amount of
Name Certificates
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▇▇▇▇▇▇ BROTHERS INC. 100% of the Certificates
Total $356,955,116