EXHIBIT 1.3
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/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."
(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 at all times prior to the date of the
Prospectus Supplement
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 (except in the case of any
Issuer
Free Writing
Prospectus, any
omission with respect to information
included in the
definition of any
Senior Structure
Information);
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 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 any
Issuer Free Writing
Prospectus and
included in
any Underwriter
Prepared Issuer FWP or Underwriter Free Writing
Prospectus, or (ii) any information contained in or omitted from
the
portions of the
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 or the Prospectus, and the Underwriter confirms that the
Underwriter Information is correct.
(c) (i) "ABS Informational and Computational Materials" shall
have the meaning given such term in Item 1101 of Regulation AB.
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<PAGE>
(ii) "Approved Offering Materials" means with respect to
any class
of Notes, collectively
the following
documents as
most recently
provided by the Company and designated in
writing by the Company as Approved Offering Materials prior to
the time of any Contract of Sale: (i) one or more term sheets,
providing
factual
information about
the Notes and the
structure and basic parameters thereof (excluding information
about the subdivision
of the senior classes
into tranches),
the basic terms of the subordination or other credit
enhancements if known,
factual information about the Mortgage
Loans (which may include parameters or "stips" or tabular data
prepared by
the Company), the identity of and basic
information about key
parties to the transaction known to the
Company, and the tax,
ERISA and SMMEA
characteristics of the
Notes, (ii) a term sheet supplement, containing risk factors
and additional
information
of the type to appear in the
Prospectus Supplement
to the extent known, and (iii) the Base
Prospectus, which may
be provided by a
weblink. Each of
the
items described
in (i) and
(ii) in the
preceding sentence
shall constitute
an Issuer Free Writing
Prospectus
and any
additional information
provided by the Underwriter shall
constitute an
Underwriter
Free
Writing Prospectus or
Underwriter Prepared Issuer FWP, as the case may be.
(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) "Excluded
Information" shall mean, with respect to
each of the
Registration Statement
and the Prospectus,
the
information identified by underlining or other highlighting as
shown on Exhibit E.
(v) "Designated Static
Pool Information" shall mean the
static pool
information referred
to in the Prospectus
under
the caption
"Static Pool Information" but deemed to be
excluded from
the Registration Statement and Prospectus
pursuant to Item 1105(d) of Regulation AB.
(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.
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<PAGE>
(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
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 (including any Preliminary
Pool 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) "Senior Structure
Information"
shall mean,
with
respect to each class of Notes anticipated to be rated in the
highest category
by any Rating Agency (collectively, the
"Senior Notes"), (i) the Pass-Through Rate if a fixed rate, or
the formula for
determining the
Pass-Through Rate,
(ii) the
terms and the provider
of any yield
maintenance
agreement,
swap agreement
or other agreement that provides payments
payable on any class of the Senior Notes, (iii) the terms and
the provider of any surety bond, financial guaranty insurance
policy, or other
insurance policy
regarding any class of the
Senior Notes
no known to the Company when the Approved
Offering Materials were prepared, (iv) the allocation to each
class of Senior Notes of the aggregate amount of the cashflow
payable among
the Senior Notes collectively, and (v) the
allocation to each
class of the
aggregate amount of Senior
Notes of any Realized
Losses allocable to the Senior Notes
collectively.
(xii) "Preliminary
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 and designated "Preliminary Pool Information."
(xiii) "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.
(xiv) "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.
(xv) "Underwriter
Prepared Issuer FWP" shall mean any
Free Writing
Prospectus or portion thereof prepared by or on
behalf of the Underwriter
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<PAGE>
that contains
only a description of the final terms of the
Notes or of the
offering of the Notes
after the final
terms
have been established for all classes of Notes.
(xvi) "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.
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
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<PAGE>
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
information contained
in any Underwriter
Free Writing
Prospectus and in
any
Underwriter
Prepared Issuer FWP as used in connection with any
Contract
of Sale and all
Underwriter
Information
are accurate in all
material
respects (taking into account the
assumptions
explicitly
set
forth in
such Underwriter
Prepared Issuer FWP or Underwriter Free Writing
Prospectus), except 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 any
Issuer Free Writing Prospectus and included
in any
Underwriter
Prepared Issuer FWP or Underwriter Free Writing
Prospectus.
(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.
1.4 [Reserved].
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
6
<PAGE>
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 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
7
<PAGE>
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.
(c) Any Preliminary
Pool Information shall not be provided to
prospective investors unless such Preliminary Pool Information is
accompanied by
the Approved Offering
Materials and the following statements (or substantially
similar statements approved by the Company) appear prominently
thereon:
The information set forth below, entitled "preliminary
information",
was derived from a preliminary pool of mortgage loans which is not
representative of the
mortgage loans that
will comprise the
final
mortgage loan
pool. The preliminary pool of mortgage loans
represents only a
subset of the final mortgage loan pool and
mortgage loans that
are included in the
preliminary mortgage
loan
pool may be removed
from the final mortgage loan pool. It is
expected that the
characteristics of the
final mortgage loan
pool
will differ, and may differ materially, from the characteristics of
the preliminary
pool
of mortgage loans and the preliminary
information may differ materially from information of a similar
type
if derived
from the final mortgage loan pool. Although the
characteristics of the
final mortgage loan
pool are expected to be
within the parameters for the mortgage loan characteristics as set
forth in the tables
entitled ["collateral
stipulations -
mortgage
pool characteristics"]
[accompanying Approved
Offering Materials],
they are not expected
to conform in all
material respects to the
characteristics of the
preliminary
mortgage loan pool.
You should
refer to the parameters for the mortgage loan characteristics in
the
tables entitled
["collateral
stipulations
- mortgage pool
characteristics"] in the accompanying [Approved Offering
Materials].
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
8
<PAGE>
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 any
Issuer Free Writing
Prospectus and
included in any
Underwriter
Prepared
Issuer FWP or 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, to
the extent constituting a Free Writing
Prospectus, shall be
deemed an Underwriter Free Writing Prospectus.
(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 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), no later than the
business
day prior
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to the
date of the required
filing under Section
5.10, an Underwriter
Prepared
Issuer FWP. 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. The Underwriter shall deliver
