EXHIBIT 1.4
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
Asset-Backed Notes, Series [Deal Name]
Initial Principal Amount
Class
Initial Pass-Through Rate
------------------------
-----
-------------------------
$[____]
Class A-1 Notes
[____]%
$[____]
Class A-2 Notes
[____]%
$[____]
Class A-3 Notes
[____]%
FORM OF UNDERWRITING AGREEMENT (NOTES/NON-ITERATIVE)
[___________] [__], 20[__]
[Underwriter]
Ladies and Gentlemen:
Residential Asset
Mortgage Products,
Inc., a Delaware
corporation (the
"Company"),
proposes to
sell to you (also referred to herein as the
"Underwriter")
Asset-Backed Notes,
Series [Deal Name],
Class A-1, Class
A-2,
Class A-3 Notes
(collectively, the
"Notes"). The
Collateral
referred in the
Indenture (as defined
below), consists primarily of a pool (the "Pool") of
conventional,
fixed-rate, one- to four-family residential first lien and
second
lien mortgage
loans (the
"Mortgage Loans") as described in the Prospectus
Supplement (as hereinafter defined) to be sold by the Company.
The Notes
will be issued
pursuant to
indenture dated as of [________]
[__], 200[__]
(the "Indenture"), among the Company, as seller, Residential
Funding, as master servicer, and [_________], as trustee (the "Trustee").
The
Notes are described more fully in the Base Prospectus and the Prospectus
Supplement (each as
hereinafter
defined), which the Company has furnished
to
you.
1.
Representations, Warranties and Covenants.
1.1 The Company
represents
and warrants to, and agrees with you
that:
(a) The Company has filed with the Securities and Exchange
Commission
(the "Commission") a registration statement (No. 333-[_____])
on Form
S-3 for the
registration under the
Securities
Act of 1933,
as
amended
(the "Act"), of Asset-Backed Notes (issuable in series),
including
the Notes,
which registration
statement has become effective, and a copy
of which,
as amended to the date hereof, has heretofore been delivered
to
you.
The Company
proposes to file with
the Commission
pursuant to Rule
424(b)
under the rules and
regulations of the
Commission
under the Act
(the "1933
Act Regulations")
a prospectus
supplement
(the "Prospectus
Supplement"), to the
prospectus dated [________] [__], 200[__] (the "Base
Prospectus"), relating
to the Notes and the method of distribution
thereof.
Such registration statement (No. 333-[________]) including
exhibits
thereto and any information incorporated therein by reference,
as
<PAGE>
amended
at the date
hereof, is hereinafter called the "Registration
Statement";
and the Base
Prospectus and the Prospectus Supplement and any
information incorporated therein by reference, together with any
amendment
thereof or
supplement thereto authorized by the Company on or prior to the
Closing
Date (as defined
herein) for use in connection with the offering
of the
Notes, are hereinafter
called the
"Prospectus."
Any preliminary
form of
the Prospectus
Supplement to be filed
pursuant to Rule 424(b) is
referred
to as a "Preliminary
Prospectus Supplement"
and, together with
the Base
Prospectus,
and as amended or
supplemented if the Company shall
have
furnished any
amendments or
supplements
thereto, a "Preliminary
Prospectus."
(b) The Registration Statement has become effective, and the
Registration Statement
as of the effective date (the "Effective Date," as
defined
in this paragraph), and the Prospectus, as of the date of the
Prospectus
Supplement,
complied
in all material respects with the
applicable
requirements of the
Act and the 1933 Act Regulations; and the
Registration
Statement, as of the
Effective Date, did not contain any
untrue
statement of a material fact and did not omit to state any
material
fact
required to be stated
therein or necessary
to make the
statements
therein
not misleading; and each Issuer Free Writing Prospectus (as
defined
herein) as of its date did not, and the Approved Offering
Materials
(as defined herein) as of the date of the
Approved Offering
Materials
did not and as of the Closing Date will not, and the Prospectus
and
Designated Static Pool Information, taken together, as of the date
of
the
Prospectus
Supplement
did not and as of the
Closing Date will
not,
contain an
untrue statement
of a material
fact and did not and
will not
omit to
state a material fact
necessary in order to
make the
statements
therein,
in the light of the circumstances under which they were made,
not
misleading; provided,
however, that neither the Company nor
Residential
Funding
makes any
representations or
warranties
as to the information
contained
in or omitted
from the Registration Statement, the Approved
Offering
Materials
or the Prospectus or any amendment thereof or
supplement
thereto relating to the information
therein that is
Excluded
Information (as defined herein); and provided, further, that neither the
Company
nor Residential Funding makes any representations or warranties
as
to either
(i) any information contained in any Underwriter Prepared
Issuer
FWP (as
defined herein) or Underwriter Free Writing Prospectus (as
defined
herein)
except, in each case to the extent of (x) any information set
forth
therein that
constitutes Pool Information (as defined below) or (y)
any
information
accurately
extracted from the Preliminary Prospectus
Supplement
or any Issuer
Free Writing Prospectus and included in any
Underwriter Prepared
Issuer FWP, or (ii) any information contained in or
omitted
from the portions of the Approved Offering Materials or
Prospectus
identified
by underlining or other highlighting as shown in Exhibit F (the
"Underwriter
Information"). The
Effective Date shall mean the earlier of
the date
on which the Prospectus Supplement is first used and the
time of
the first Contract of Sale (as defined
herein) to which such
Prospectus
Supplement
relates. The initial effective date of the Registration
Statement
was within three years of the Closing Date. If the third
anniversary of the
initial effective date
occurs within six months after
the
Closing Date, the Company will use best efforts to take such action
as
may be
necessary or appropriate to permit the public offering and sale of
the Notes
as contemplated
hereunder. The Company
acknowledges
that the
Underwriter
Information
constitutes the only
information
furnished in
writing
by you or on your behalf for use in connection with the
preparation of the Registration Statement, any Preliminary Prospectus or
the
Prospectus,
and the Underwriter confirms that the Underwriter
Information is correct.
2
<PAGE>
(c) (i) "ABS
Informational and Computational Materials" shall have
the
meaning given such term in Item 1101 of Regulation AB.
(ii) "Approved
Offering Materials" means the Preliminary
Prospectus.
(iii) "Contract
of Sale" has the same
meaning as in Rule 159
of the 1933 Act Regulations and all Commission guidance relating to
Rule 159.
(iv) "Designated
Static Pool Information" shall mean the
static pool
information
referred to in the
Prospectus
under the
caption "Description
of the Mortgage Pool Static Pool Information"
but deemed
to be excluded from the Registration Statement and
Prospectus pursuant to Item 1105(d) of Regulation AB.
(v) "Excluded
Information"
shall mean,
with respect to
(x)
each of the Registration Statement, the Approved Offering
Materials
and the Prospectus,
the information identified by underlining or
other
highlighting as shown
on Exhibit E, and (y) each Underwriter
Prepared Issuer FWP and each Underwriter Free Writing Prospectus,
all information
contained therein which is restated in, or is
corrected and superseded by, the Approved Offering Materials.
(vi) "Free Writing
Prospectus"
shall have the meaning
given
such term in Rules 405 and 433 of the 1933 Act Regulations.
(vii) "Issuer
Free Writing
Prospectus"
shall mean any
Free
Writing Prospectus
prepared by or on behalf of the Company and
identified by the Company as an Issuer Free Writing Prospectus and
relating to the Notes or the offering thereof.
(viii) "Issuer
Information" shall mean any information of the
type specified in
clauses (1) - (5) of footnote 271 of Commission
Release No.
33-8591 (Securities Offering Reform), other than
Underwriter Derived
Information.
Consistent with such
definition,
"Issuer Information"
shall not be deemed to include any information
in a Free Writing
Prospectus
solely by reason of the Company's
review of the
materials pursuant
to Section 4.4(e) below and,
consistent with
Securities Offering
Reform Questions and
Answers,
November 30,
2005 promulgated by the staff of the Commission,
"Issuer Information"
shall not be deemed to include any information
in a Free Writing
Prospectus solely by
reason that the Underwriter
has agreed not to use such Free Writing Prospectus without consent
of the Company.
(ix) "Permitted
Additional Materials"
shall mean information
that is not ABS Informational and Computational Materials and (x)
that are referred to in Section 4.4(c) so long as any Issuer
Information provided
by the Underwriter
pursuant to Section 4.4(c)
is limited to
information included
within the
definition
of ABS
Informational and Computational Materials, (y) that constitute
Note
price, yield,
weighted average life, subscription or allocation
information, or a trade confirmation, or (z) otherwise with respect
to which the
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<PAGE>
Company has provided
written consent to the
Underwriter to include
in a Free Writing Prospectus.
(x) "Pool Information"
means with respect to any Free Writing
Prospectus, the
information with respect to the characteristics of
the Mortgage
Loans and administrative and servicing fees, as
provided by or on
behalf of the Company or Residential Funding to
the Underwriter
at the time
most recent to the date of such
Free
Writing Prospectus.
(xi) "Underwriter
Derived
Information"
shall
refer to
information of the
type described in
clause (5) of footnote 271 of
Commission Release No.
33-8591 (Securities
Offering Reform) when
prepared by the Underwriter, including traditional computational
and
analytical materials prepared by the Underwriter.
(xii) "Underwriter
Free Writing
Prospectus"
shall mean all
Free Writing
Prospectuses
prepared
by or on behalf of the
Underwriter
other than
any Underwriter Prepared Issuer FWP,
including any Permitted Additional Materials.
(xiii) "Underwriter
Prepared Issuer FWP"
shall mean any Free
Writing Prospectus
prepared by or on behalf of the Underwriter that
contains any
Issuer Information, including any Free Writing
Prospectus or
portion thereof prepared by or on behalf of the
Underwriter that
contains only a description of the final terms of
the Notes or of the offering of the Notes.
(xiv) "Written
Communication"
shall have the meaning
given
such term in Rule 405 of the 1933 Act Regulations.
(d) The Company has been duly incorporated and is validly existing
as a
corporation in good
standing under the laws of the State of Delaware
and has
the requisite corporate power to own its properties and to
conduct
its
business as presently conducted by it.
(e) The Company
was not, as of any date on or after
which a bona
fide offer
(as used in Rule 164(h)(2) of the 1933 Act Regulations) of the
Note is
made an Ineligible
Issuer, as such term is defined in Rule 405 of
the 1933
Act Regulations.
The Company
shall comply with all
applicable
laws
and regulations in connection with the use of Free Writing
Prospectuses,
including but not
limited to Rules 164 and 433 of the 1933
Act
Regulations
and all Commission guidance relating to Free Writing
Prospectuses, including but not limited to Commission Release No.
33-8591.
(f) This Agreement has been duly authorized, executed and delivered
by the Company.
(g) As of the Closing
Date (as defined herein) the Notes will
conform in
all material respects
to the description
thereof contained in
the
Prospectus and the
representations
and warranties of the
Company in
the
Indenture will be true and correct in all material respects.
4
<PAGE>
1.2 Residential
Funding represents and warrants to, and agrees with
you that as of the Closing Date the representations and warranties of
Residential Funding in
the Servicing
Agreement will be true and correct in all
material respects.
1.3 The Underwriter
represents and
warrants to and agrees with the
Company and Residential Funding that:
(a) [reserved].
(b) The Underwriter
has no present
knowledge or
expectation
that it will be unable to pay any United States taxes owed by it so
long as any of the Notes remain outstanding.
(c) The Underwriter
has no present
knowledge or
expectation
that it will become insolvent or subject to a bankruptcy
proceeding
for so long as any of the Notes remain outstanding.
(d) [reserved].
(e) [reserved].
(f) The Underwriter
hereby certifies that (i) with respect to
any classes
of Notes issued in authorized denominations or
Percentage Interests of less than a notional amount of $2,000,000
or
a Percentage Interest of 20% the fair market value of each such
Note
sold to any person
on the date of initial sale thereof by the
Underwriter will not
be less than $100,000 and (ii) with respect to
each class of Notes to be maintained on the book-entry records of
The Depository
Trust Company ("DTC"), the interest in each such
class of Notes
sold to any
person on the date of initial sale
thereof by the
Underwriter
will not be less than the minimum
denomination indicated
for such class of Notes in the Prospectus
Supplement.
(g) The
Underwriter
will
have
funds
available
at
[____________], in the
Underwriter's
account at such bank at the
time all documents
are executed and the
closing of the sale of the
Notes is completed, except for the transfer of funds and the
delivery of the Notes.
Such funds will be available for immediate
transfer into the account of Residential Funding maintained at such
bank.
(h) As of the date
hereof and as of the
Closing Date, the
Underwriter has complied with all of its obligations hereunder and
all Underwriter Prepared Issuer FWP and Underwriter Information are
accurate in
all material respects (taking into account the
assumptions explicitly set forth in such Underwriter Prepared
Issuer
FWP, except for any
Excluded Information
and to the extent of
(x)
any errors therein
that are caused by
errors or omissions
in the
Pool Information) or (y) information accurately extracted from the
Preliminary
Prospectus Supplement
or any Issuer Free Writing
Prospectus and included in any Underwriter Prepared Issuer FWP. The
Underwriter Prepared
Issuer FWP delivered
to the Company, if
any,
constitutes a complete set of all Underwriter Prepared Issuer FWP
furnished to any investor by the Underwriter in connection with
the
offering of
any Notes.
5
<PAGE>
(i) Prior to the Closing Date, the Underwriter shall notify
the Company and
Residential Funding of
the earlier of (x) the date
on which the Prospectus Supplement is first used and (y) the time
of
the first Contract of Sale to which such Prospectus Supplement
relates.
2.
Purchase and Sale.
Subject to the terms and conditions and in reliance
upon the
representations and warranties herein set forth, the Company agrees
to
sell to you, and you agree to purchase from the Company, the Notes at a price
equal to [_____]% of the aggregate note principal balance of the
Notes as of the
Closing Date (as defined herein). There will be added to the
purchase price of
the Notes an amount equal to interest accrued thereon from the Cut-off Date
up
to but not including the Closing Date.
3.
Delivery and
Payment. Delivery of and payment for the
Notes shall be
made at the office of
[Mayer, Brown,
Rowe & Maw LLP]
[Orrick, Herrington &
Sutcliffe LLP] at 10:00 a.m., New York City time, on [_________]
[__], 200[__]
or such later date as you shall designate, which date and time may be
postponed
by agreement
between you and the
Company (such date and
time of delivery
and
payment for the Notes being herein called the "Closing Date"). Delivery of the
[Deal Name],
Class A-1, Class A-2 and Class A-3 Notes shall be made to you
through the Depository
Trust Company ("DTC")
(such Notes, the "DTC
Registered
Notes").
4.
Offering by Underwriter.
4.1 It is understood that you propose to offer the Notes for sale
to
the public as set forth in the Prospectus and you agree that all
such offers and
sales by you
shall be made in compliance with all applicable laws and
regulations. Prior to
the date of the first
Contract of Sale made based on the
Approved Offering
Materials,
you have not pledged, sold, disposed of or
otherwise transferred any Note, Mortgage Loans or any interest in
any Note.
4.2 It is understood
that you will solicit
offers to purchase
the
Notes as follows:
(a) Prior to the time you have received the Approved Offering
Materials you may, in compliance with the provisions of this
Agreement, solicit
offers to purchase Notes; provided, that you shall not accept any such
offer to
purchase a Note or any interest in any Note or Mortgage Loan or
otherwise enter
into any Contract of Sale for any Note, any interest in any Note or
any Mortgage
Loan prior to your conveyance of Approved Offering Materials to the
investor.
(b) Any Written
Communication
relating to the Notes made by an
Underwriter in
compliance with the
terms of this
Agreement prior to the
time
such Underwriter
has entered into a Contract of Sale for Notes with the
recipient shall prominently set forth the following statements (or
substantially
similar statements approved by the Company):
The information in this free writing prospectus, if conveyed prior
to the time of your
contractual commitment
to purchase any of
the
Notes, supersedes
any information contained in any prior similar
materials relating
to the Notes. The information in this free
writing prospectus is
preliminary, and is
subject to completion or
change. This free
writing prospectus is being delivered to you
solely to
6
<PAGE>
provide you
with information about the offering of the Notes
referred to in this free writing prospectus and to solicit an
offer
to purchase the Notes,
when, as and if issued. Any such offer to
purchase made by you will not be accepted and will not constitute a
contractual commitment by you to purchase any of the Notes, until
we
have accepted your offer to purchase Notes.
The Notes referred to in these materials are being sold when, as
and
if issued. The issuer
is not obligated
to issue such Notes or
any
similar security and
the underwriter's
obligation to deliver
such
Notes is subject to
the terms and
conditions of the
underwriting
agreement with the issuer and the availability of such Notes when,
as and if issued by the issuer. You are advised that the terms of
the Notes, and the characteristics of the mortgage loan pool
backing
them, may change (due,
among other things, to
the possibility that
mortgage loans
that comprise the pool may become delinquent or
defaulted or may
be removed or replaced and that similar or
different mortgage
loans may be added to
the pool, and that one or
more classes of Notes may be split, combined or eliminated),
at any
time prior to issuance or availability of a final
prospectus.
You
are advised
that
Notes
may not be issued that have the
characteristics
described in these
materials.
The underwriter's
obligation to sell such Notes to you is conditioned on the mortgage
loans and Notes having the characteristics described in these
materials. If for any reason the issuer does not deliver such
Notes,
the underwriter
will notify you, and neither the issuer nor any
underwriter will have
any obligation
to you to deliver all
or any
portion of the Notes which you have committed to purchase,
and none
of the issuer nor any
underwriter
will be liable for any
costs or
damages whatsoever arising from or related to such
non-delivery.
4.3 It is understood that you will not enter into a Contract of
Sale
with any investor
until the Approved
Offering Materials
have been conveyed to
the investor with respect to the Notes which are the subject of
such Contract of
Sale.
4.4 It is understood that you may prepare and provide to
prospective
investors
certain Free
Writing Prospectuses, subject to the following
conditions:
(a) Unless preceded or
accompanied by a
prospectus satisfying
the
requirements of Section 10(a) of the Act, the Underwriter shall not
convey
or deliver
any Written
Communication to any person in connection with the
initial
offering of the Notes,
unless such Written
Communication (i)
is
made in
reliance on Rule 134 under the Act, (ii) constitutes a prospectus
satisfying
the requirements of Rule 430B under the Act or (iii)
constitutes a Free Writing Prospectus (as defined in Section 1.1(c)
above)
consisting
solely of (x) information of a type included within the
definition
of ABS Informational
and Computational
Materials (as
defined
below),
(y) Permitted Additional Materials or (z) information
accurately
extracted
from the Preliminary Prospectus Supplement or any
7
<PAGE>
Issuer
Free Writing
Prospectus and included in any Underwriter Prepared
Issuer FWP
or any Underwriter Free Writing Prospectus.
(b) The Underwriter
shall comply with all applicable laws and
regulations in
connection
with the use of Free Writing Prospectuses,
including
but not limited to Rules 164 and 433 of the 1933 Act
Regulations
and
all Commission guidance relating to Free Writing Prospectuses,
including
but not limited to Commission Release No. 33-8591.
(c) It is understood and agreed that all information provided by
the
Underwriter to or through Bloomberg or Intex or similar
entities for use
by
prospective
investors,
or imbedded in any CDI file provided to
prospective investors,
or in any email or other electronic message
provided
to prospective investors, to the extent constituting a Free
Writing
Prospectus,
shall be deemed for
purposes of this Agreement to be
an
Underwriter
Free Writing
Prospectus
and shall not be
subject to the
required
consent of the Company set forth in the third sentence in
Section
4.4(e). In
connection therewith,
the Underwriter agrees that it shall not
provide
any information constituting Issuer Information through the
foregoing
media unless (i) such information or substantially similar
information is contained either in an Issuer Free Writing
Prospectus or in
an
Underwriter Prepared
Issuer FWP in
compliance with
Section 4.4(e) or
(ii) to
the extent such
information
consists of the terms
of the Notes,
the
final version of the terms of the Notes or substantially similar
information is contained either in an Issuer Free Writing
Prospectus or in
an
Underwriter Prepared Issuer FWP in compliance with Section
4.4(e).
(d) All Free Writing Prospectuses provided to prospective
investors,
whether or
not filed with the
Commission, shall bear
a legend including
the
following statement (or a substantially similar statement approved by
the
Company):
"THE DEPOSITOR
HAS FILED A
REGISTRATION
STATEMENT (INCLUDING A
PROSPECTUS) WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE SEC)
FOR THE OFFERING TO
WHICH THIS
COMMUNICATION RELATES.
BEFORE YOU
INVEST, YOU
SHOULD READ THE PROSPECTUS IN THAT REGISTRATION
STATEMENT AND OTHER
DOCUMENTS THE
DEPOSITOR HAS FILED WITH THE SEC
FOR MORE COMPLETE
INFORMATION ABOUT THE DEPOSITOR AND THE OFFERING.
YOU MAY GET THESE
DOCUMENTS AT NO CHARGE
BY VISITING EDGAR ON
THE
SEC WEB SITE AT
WWW.SEC.GOV.
ALTERNATIVELY,
THE DEPOSITOR, ANY
UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL
ARRANGE
TO SEND YOU THE PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY
CALLING
TOLL-FREE 1-8[XX-XXX-XXXX] OR VIA EMAIL AT ______________.
Each of
the Underwriter
and the Company
shall have the right
to request
additional
specific legends or notations to appear on any Free Writing
Prospectus and
shall have the
8
<PAGE>
right to
require changes regarding the use of terminology and the right
to
determine
the types of information appearing therein with the
approval of
the other
(which shall not be unreasonably withheld).
(e) The Underwriter shall deliver to the Company and its counsel
(in
such
format as reasonably required by the Company), prior to the proposed
date of
first use thereof,
(unless such timing
requirement is waived
by
the
Company), any
Underwriter Prepared
Issuer FWP (as defined above). To
facilitate
filing to the
extent required by Section 5.10 or 5.11, as
applicable, all
Underwriter Derived
Information shall be
set forth in a
document
separate from any Underwriter Prepared Issuer FWP including
Issuer
Information. Consent
to use of any Underwriter Prepared Issuer FWP
must be
given by the Company in written or electronic format before the
Underwriter provides
the Underwriter Prepared Issuer FWP to investors
pursuant
to the terms of this
Agreement.
Notwithstanding the
foregoing,
the
Underwriter shall not
be required to deliver or obtain consent to use
an
Underwriter Prepared
Issuer FWP to the extent that it does not contain
substantive changes
from or additions to any Underwriter Prepared Issuer
FWP
previously approved by
the Company. In the event that the Underwriter
uses any
Underwriter
Prepared Issuer FWP without complying with the
foregoing
requirements,
that Underwriter Prepared Issuer FWP shall be
deemed to
be an Underwriter
Free Writing Prospectus for purposes of
Section
7.1 and 7.2.
(f) The Underwriter
shall provide the Company with a letter from
[___________],
certified public
accountants, prior to
the Closing Date,
satisfactory in form and substance to the Company, Residential
Funding and
their
respective
counsels and the
Underwriter,
to the effect that
such
accountants have performed certain specified procedures, all of
which have
been
agreed to by the Company and the Underwriter, as a result of which
they
determined that
certain information of
an accounting,
financial or
statistical nature
that is included in any Underwriter Prepared Issuer
FWP,
other than any Pool Information therein and any information
accurately
extracted from the
Preliminary
Prospectus
Supplement or any
Issuer
Free Writing
Prospectus and included in such Underwriter Prepared
Issuer
FWP, is accurate
except as to such
matters that are not deemed by
the
Company and the Underwriter to be mate
