EXHIBIT 1.1
CITICORP RESIDENTIAL MORTGAGE SECURITIES, INC.
Citicorp Residential Mortgage Trust, Series 2006-3
REMIC Pass-Through Certificates
Underwriting Agreement
November 16, 2006
To: Citigroup
Global Markets Inc., as Representative
390
Greenwich Street, 6th Floor
New York,
New York 10013
Ladies and Gentlemen:
Citicorp
Residential Mortgage Securities, Inc., a Delaware corporation
("CRMSI"), proposes to sell to the underwriters named in Schedule I
hereto (the
"Underwriters"), for whom you are acting as representative (the
"Representative"), the offered class A and class M REMIC
Pass-Through
Certificates (the "offered certificates") described in Schedule I.
The offered
certificates evidence ownership interests in a trust (the "Trust")
consisting of
a pool of mortgage loans described in Schedule I (the "mortgage
loans") and
related property. The mortgage loans were originated or acquired by
the
affiliates of CRMSI identified in Schedule I (the "originators"),
and will have,
at the close of business on the "cut-off date" specified in
Schedule I, the
aggregate principal balance set forth in Schedule I. CRMSI will
elect to treat
the Trust, or one or more segregated pools within the Trust, as one
or more real
estate mortgage investment conduits (each a "REMIC") for purposes
of federal
income taxation. The offered certificates are to be issued under a
pooling and
servicing agreement (the "Pooling Agreement"), dated as of the
cut-off date,
among CRMSI, as Depositor, CitiMortgage, Inc. ("CMI"), as Servicer
and
Certificate Administrator, U.S. Bank National Association, as
Trustee (in such
capacity, the "Trustee"), and Citibank, N.A., as Paying Agent,
Authenticating
Agent and Certificate Registrar.
CRMSI,
Citicorp Trust Bank, fsb ("CTB"), and the Underwriters agree as
follows:
1
Purchase and Sale
Subject to
the terms and conditions of, and in reliance upon the
representations and warranties made in, this Agreement, CRMSI
agrees to sell to
the Underwriters, and the Underwriters agree to purchase from
CRMSI, all of the
offered certificates at the purchase price set forth in Schedule
I.
2
Delivery and Payment
CRMSI will
deliver one or more certificates representing each class of
offered certificates to the Representative for the respective
accounts of the
Underwriters at the office, on the date and at the time (the
"closing date")
specified in Schedule I against payment by the Underwriters of the
applicable
purchase price to or upon the order of CRMSI in the manner provided
in Schedule
I. Unless otherwise specified in Schedule I, the offered
certificates will be
registered in the name of Cede & Co., as nominee for The
Depository Trust
Company ("DTC"), and the interests of beneficial owners of such
offered
certificates will be represented by book entries on the records of
DTC and its
participants. Definitive Certificates representing the offered
certificates will
be available as set forth in Schedule I.
CRMSI will
make the offered certificates available for inspection by the
Representative in New York, New York, one business day prior to the
closing
date.
3
Registration Statement and Prospectus
(a) CRMSI
represents and warrants to the Underwriters that CRMSI has
filed
a registration statement (File No. 333-132319), including a
prospectus, with the
Securities and Exchange Commission (the "Commission") on Form S-3
that is
effective under the Securities Act of 1933, as amended (the
"Securities Act")
and no stop order suspending the effectiveness of the registration
statement has
been issued and no proceedings for that purpose have been initiated
by the
Commission. CRMSI further represents and warrants to the
Underwriters that CRMSI
is not an "ineligible issuer" as defined in Rule 405 under the
Securities Act at
the date specified in paragraph 3.ii of such definition. Such
registration
statement, as revised, amended or supplemented, including by the
filing of the
Preliminary Prospectus or the Prospectus (each as defined below),
will at the
relevant date be the "Registration Statement" at that date. As used
in this
Agreement, the Registration Statement will include, at the date of
their filing,
any documents filed under the Securities Exchange Act of 1934, as
amended (the
"Exchange Act") that are incorporated by reference into the
prospectus included
in the Registration Statement pursuant to Item 12 of Form S-3 under
the
Securities Act, and the terms "amend," "amendment" or "supplement"
with respect
to the Registration Statement or the Prospectus will refer to and
include the
filing of any document under the Exchange Act so incorporated by
reference.
(b) The
Representative will advise CRMSI of the final structure of the
offered certificates sufficiently in advance of the closing date so
that CRMSI
can prepare a final prospectus relating to the offered certificates
(the
"Prospectus") for delivery to the Representative no later than the
closing date.
CRMSI will use its best efforts to deliver the Prospectus to the
Representative
as soon as reasonably practicable following the Representative's
advice of the
final structure of the offered certificates. References to the
Prospectus at any
time will refer to the Prospectus as amended or supplemented at
such time. CRMSI
has prepared a preliminary prospectus dated November 15, 2006
relating to the
offered certificates (the "Preliminary Prospectus"), and has
delivered the
Preliminary Prospectus to the Representative. CRMSI will file each
of the
Preliminary Prospectus and the Prospectus with the Commission
pursuant to and in
conformity with Rule 424(b) under the Securities Act. CRMSI will,
prior to the
termination of the offering of the offered certificates (the
"offering"),
promptly advise the Representative
(i) when any
amendment to the Registration Statement relating to
the offered certificates has become effective or any revision
of or supplement to the Prospectus has been filed,
(ii) of any request by
the Commission for an amendment of the
Registration Statement or the Prospectus or for any additional
information with respect thereto,
(iii) of the issuance by the Commission of any stop order
suspending
the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose,
and
(iv) of the receipt by
CRMSI of any notification with respect to
the suspension of the qualification of the offered
certificates for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.
CRMSI will use its best efforts to prevent the issuance of any such
stop order
and, if issued, to obtain its withdrawal as soon as possible. CRMSI
will not
file, prior to the termination of the offering, any amendment to
the
Registration Statement relating to the offered certificates, or any
revision of
or supplement to the Prospectus, unless a copy has been furnished
to the
Representative for its review prior to filing.
(c) CRMSI
represents and warrants to the Underwriters that
(i) the
Registration Statement, on each of the date of this
Agreement, the closing date, and the time of sale (as defined
below), the Preliminary Prospectus as of its date and the time
of sale, and the Prospectus as of its date and the closing
date conformed or will conform in all material respects to the
requirements of
the Securities Act and the applicable rules
and regulations of the Commission,
(ii) the Registration
Statement, as of the date it became
effective, each time of sale and the closing date, did not and
will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading,
(iii) the
Preliminary Prospectus, as of its date and as of each time
of sale, did not include an untrue statement of a material
fact or 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 that CRMSI
makes no representation or warranty concerning the statements
in Schedule I under the heading "Underwriters' Statements to
be Included in the Prospectus" furnished to CRMSI by or on
behalf of the Underwriters specifically for use in connection
with the preparation of the Preliminary Prospectus and the
Prospectus (the "Underwriter supplied Prospectus
information"), and
(iv) the Prospectus,
as of its date and as of the closing date,
does not include and will not include an untrue statement of a
material fact and did not omit 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 that CRMSI makes no
representation or warranty concerning the Underwriter supplied
Prospectus information.
For purposes of clauses (iii) and (iv) of this section 3(c), the
Preliminary
Prospectus and the Prospectus will include static pool information
on a website
for which a URL address or hyperlink was provided in the
Preliminary Prospectus
or Prospectus, as applicable, but which information is, pursuant to
Item 1105(d)
of Regulation AB, not deemed to be part of the Preliminary
Prospectus, the
Prospectus or the Registration Statement.
In this agreement, "time of sale" means the time of sale (as such
term is used
in Rule 159 under the Securities Act) of offered certificates by an
Underwriter
to an investor. The first time of sale occurred at approximately
12:00 p.m. on
November 16, 2006.
(d) Each
Underwriter, severally and not jointly, represents and warrants
to CRMSI that
(i) the
Underwriter supplied Prospectus information in the
Preliminary Prospectus, as of the date of the Preliminary
Prospectus and as of each time of sale, did not include an
untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which they
are made, not misleading, and
(ii) the Underwriter
supplied Prospectus information in the
Prospectus, as of the date of the Prospectus and as of the
closing date, did not include and will not include an untrue
statement of a material fact and did not omit 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 are made, not misleading.
CRMSI
acknowledges that the Underwriter supplied Prospectus
information
comprises the only written information furnished by or on behalf of
the
Underwriters for inclusion in the Preliminary Prospectus or the
Prospectus.
(e) If
CRMSI or any of the Underwriters determines or becomes aware,
subsequent to a time of sale but prior to the closing date, that
the Preliminary
Prospectus, any Traditional Term Sheet (as defined herein) or any
Free Writing
Prospectus (as defined herein) delivered to investors prior to the
applicable
time of sale, or oral statement made by an Underwriter to an
investor prior to
the applicable time of sale, in each case, when considered in
conjunction with
all information conveyed at the applicable time of sale, contains
an untrue
statement of material fact or omits to state a material fact
necessary to make
the statements, in light of the circumstances under which they were
made, not
misleading at the time that a contract of sale was entered into,
such party
shall notify the other parties hereto, and CRMSI shall, in the case
of an untrue
statement or omission in the Preliminary Prospectus, a CRMSI Free
Writing
Prospectus (as defined herein), or any ABS ICM (as defined herein)
prepared by
CRMSI, and the Underwriters shall, in the case of an Underwriter
Free Writing
Prospectus (as defined herein), any ABS ICM prepared by an
Underwriter (other
than an Underwriter Free Writing Prospectus), or an oral statement,
prepare
updated or new disclosure that corrects the misstatements or
omissions in the
information previously given, and the Underwriters shall provide to
any person
with whom a Contract of Sale (as defined herein) was entered into
(i) such
updated or new disclosure, and (ii) information regarding (A)
reformation of the
Contract of Sale and (B) an ability to elect to terminate or not
terminate the
prior contract of sale, each as consistent with the
Representative's good faith
interpretation of the requirements of Commission Release No.
33-8591; provided,
however, that if CRMSI and the Representative so agree, in lieu of
CRMSI or an
Underwriter preparing and the Underwriter delivering, pursuant to
clause (i)
above, a corrected Preliminary Prospectus, Traditional Term Sheet,
ABS ICM or
Free Writing Prospectus, the Underwriter may provide to any such
person with
whom a Contract of Sale was entered into, the Prospectus, along
with the
information described in clause (ii) above, in each case consistent
with the
Representative's good faith interpretation of the requirements of
Commission
Release 33-8591. In the event that the Preliminary Prospectus, any
Traditional
Term Sheet, any ABS ICM or any Free Writing Prospectus is, in
accordance with
this section 3(e), updated or supplemented by a corrected
Preliminary
Prospectus, corrected Traditional Term Sheet, corrected ABS ICM or
corrected
Free Writing Prospectus that is delivered to investors or by the
Prospectus,
then each reference in this Agreement to the Preliminary
Prospectus, such
Traditional Term Sheet, such ABS ICM or such Free Writing
Prospectus (including,
without limitation, each representation and warranty by CRMSI or
the
Underwriters, as applicable, with respect to misstatements or
omissions in such
document) shall refer to such Preliminary Prospectus, such
Traditional Term
Sheet, such ABS ICM or such Free Writing Prospectus, as so updated
or as
supplemented, and the time of sale shall refer to the time and date
on which
such new Contracts of Sale are entered into.
(f) If, at
any time when the Prospectus is required to be delivered under
the Securities Act,
(i) an event
occurs as a result of which the Prospectus at such
time would include an untrue statement of a material fact or
omit to state a material fact necessary to make the statements
therein in the light of the circumstances under which they
were made not misleading, or
(ii) the Prospectus
must be revised, amended or supplemented to
comply with the Securities Act or the rules and regulations of
the Commission thereunder,
CRMSI will promptly prepare and file with the Commission a
revision, amendment
or supplement that corrects such statement or omission or effects
such
compliance. CRMSI will consult with the Representative, to the
extent reasonably
practicable, on the preparation of such revision, amendment or
supplement.
(g) CRMSI
will furnish to the Representative and its counsel, without
charge, so long as delivery of the Prospectus is required under the
Securities
Act, as many copies of the Prospectus and any revisions or
amendments thereof or
supplements thereto as reasonably requested.
(h) If the
third anniversary of the effective date of the Registration
Statement occurs within three months after the closing date, CRMSI
will take
action as necessary to permit the public offering and sale of the
offered
certificates as contemplated by this Agreement.
4
Preliminary term sheet, free writing prospectuses and loan tape
(a) CRMSI
may (but shall not be obligated to) prepare and deliver to the
Representative, and will promptly file with the Commission,
information
constituting a "free writing prospectus" (as defined in Rule 405
under the
Securities Act, a "Free Writing Prospectus") containing some or all
of the
following: general information about the offering, the structure of
the
transaction (exclusive of a description of the characteristics of
any particular
class of offered certificates), the expected parameters of the
mortgage loan
pools, the expected subordination levels ( 0.5%), transaction
parties known
to CRMSI, the material tax and ERISA treatment of the Certificates
to the extent
known to CRMSI, whether the Certificates will be "mortgage related
securities"
as defined in the Exchange Act, and URL addresses of or hyperlinks
to the core
prospectus most recently filed by CRMSI with the Commission and to
the portion
of CRMSI's static pool website containing static pool information
required by
Item 1105 of Regulation AB (as determined by CRMSI). Any such Free
Writing
Prospectus shall be referred to herein as a "CRMSI Free Writing
Prospectus."
CRMSI will promptly deliver to the Representative updated CRMSI
Free Writing
Prospectuses to correct any material misstatements, or omissions to
state a
material fact necessary to make the statements therein in the light
of the
circumstances under which they were made not misleading, in any
previous CRMSI
Free Writing Prospectuses (if any). References to a CRMSI Free
Writing
Prospectus (if any) at any time will refer to the CRMSI Free
Writing Prospectus
(if any) most recently delivered to the Representative (including
by correction
of static pool information on a website referred to in such CRMSI
Free Writing
Prospectus) sufficiently prior to such time as to reasonably permit
the
Underwriters to deliver the CRMSI Free Writing Prospectus to the
relevant
investor prior to the time of sale.
(b) CRMSI
shall provide the Representative with one or more loan tapes
containing "loan level" listings of the mortgage loans, which may
contain
"nonpublic personal information" within the meaning of Regulation
S-P of the
Commission. The Underwriters acknowledge that, to the extent the
listing of the
mortgage loans contains any nonpublic personal information, the
Underwriters
will be bound by the provisions of Rule 11 of Regulation S-P and
other
applicable law regarding limits on redisclosure and reuse of such
information.
(c) CRMSI
represents and warrants to the Underwriters that:
(i) Any CRMSI
Free Writing Prospectus will (A) contain the legend
required by section (c)(2)(i) of Rule 433 under the Securities
Act, (B) identify the Commission file number of the
Registration Statement or the Commission file serial number of
the Trust, as applicable, and (C) if so required under such
Rule, will be filed with the Commission in accordance with
Rule 433 under the Securities Act.
(ii) At the time of
sale, the CRMSI Free Writing Prospectus (if
any), and the loan tape most recently furnished by CRMSI to
the Representative (as supplemented or corrected by CRMSI
sufficiently prior to such time as to reasonably permit the
Underwriters to correct any statement made to an investor in
reliance on the unsupplemented or uncorrected loan tape), did
not include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the
statements therein, in light of the circumstances under which
they were made, not misleading.
(d)
(i) An Underwriter may prepare
and convey a preliminary term sheet
that consists of information contemplated by the definition of
"ABS informational and computational materials" in Item
1101(a) of Regulation AB under the Securities Act (any such
term sheet "ABS ICM") to a potential investor prior to
entering into a contract of sale within the meaning of Rule
159 under the Securities Act (a "Contract of Sale") with such
investor; provided, however, that such Underwriter shall not
enter into a Contract of Sale with such investor unless the
Underwriter has complied with section 4(g) prior to such
Contract of Sale; provided further that, in the case of any
ABS ICM other than a Traditional Term Sheet (as defined
below), the Underwriter shall convey such ABS ICM only in the
form of a Free Writing Prospectus pursuant to Rule 433 under
the Securities Act and shall not convey such ABS ICM in
reliance on Rules 167 and 426 under the Securities Act; and
provided further that, if such ABS ICM contains any
information that, in the reasonable judgment of CRMSI,
conflicts with the Registration Statement (any such ABS ICM, a
"Traditional Term Sheet"), such Underwriter shall convey such
Traditional Term Sheet in reliance on Rules 167 and 426 under
the Securities Act and shall not convey such Traditional Term
Sheet as a Free Writing Prospectus under Rule 405 or Rule 433
under the Securities Act. The Underwriter shall keep
sufficient records of any conveyance of any ABS ICM to
potential or actual investors and shall maintain such records
as required by the rules and regulations under the Securities
Act.
(ii) In the case of
any ABS ICM that contains information of the
type specified in paragraphs (1) or (3) of the definition of
"ABS informational and computational materials" in Item
1101(a) of Regulation
AB under the Securities Act (such ABS
ICM, a "Structural Term Sheet") or that constitutes a
Traditional Term Sheet, that an Underwriter proposes to convey
to investors, such Underwriter: (x) shall deliver a copy of
the proposed Traditional Term Sheet or Structural Term Sheet
to CRMSI and its counsel at least one business day prior to
the anticipated first use; (y) shall not convey such
Traditional Term Sheet or Structural Term Sheet if CRMSI or
its counsel reasonably objects thereto; and (z) shall convey
the final form of any such Traditional Term Sheet or
Structural Term Sheet to counsel for CRMSI.
(e) Each
Underwriter, severally and not jointly, represents and warrants
to CRMSI that each ABS ICM prepared by such Underwriter and
conveyed by such
Underwriter prior to the applicable Contract of Sale, as of the
date of such ABS
ICM, did not include an untrue statement of a material fact or omit
to state a
material fact necessary in order to make the statements therein,
when considered
in conjunction with the Preliminary Prospectus, in the light of
the
circumstances under which they are made, not misleading; provided,
however, that
such Underwriter makes no representation or warranty to the extent
that (i) any
untrue statement or omission was the result of an untrue statement
or omission
in any information furnished by CRMSI to the Representative
specifically for
inclusion in such ABS ICM (such information, the "Seller
Information") that was
not corrected by information subsequently supplied by CRMSI to
the
Representative sufficiently prior to the time of sale to reasonably
permit the
Underwriters to correct any statement made to an investor in
reliance on the
unsupplemented or uncorrected information, or (ii) the pertinent
information in
the ABS ICM substantially restates a statement in the Registration
Statement,
Preliminary Prospectus, Prospectus or CRMSI Free Writing Prospectus
(if any) (a
"Restatement") and does not omit a statement in the Registration
Statement,
Preliminary Prospectus, Prospectus or CRMSI Free Writing Prospectus
(if any)
necessary to make such Restatement, when considered in conjunction
with the ABS
ICM and other information delivered to the prospective investor
prior to the
applicable time of sale, in light of the circumstances under which
the
Restatement was made, not misleading.
(f) Each
Underwriter represents and warrants to CRMSI that any written
communication containing material information about CRMSI or its
affiliates or
the offered certificates furnished to a prospective investor by it,
other than a
CRMSI Free Writing Prospectus, the Preliminary Prospectus, the
Prospectus, the
Registration Statement or any loan tape furnished by CRMSI to the
Representative
(i) conformed to
the terms and conditions for a communication in
Rule 134 or a free writing prospectus in Rule 433 under the
Securities Act,
(ii) if a Free Writing
Prospectus prepared by an Underwriter (any
such Free Writing Prospectus, an "Underwriter Free Writing
Prospectus"), consisted solely of ABS ICM and/or information
relating to the class, size, rating, price, CUSIPs, coupon,
yield, spread, benchmark, status, legal maturity date,
weighted average life, expected final payment date, trade
date, payment window, eligibility to be purchased by ERISA
plans, status of the subscriptions, oversubscription,
allocation, confirmation of sale and expected pricing
parameters
of the offered certificates,
(iii) if an Underwriter Free Writing Prospectus other than ABS
ICM
referred to in Section 4(e), did not at the time of sale
include any untrue statement of a material fact or omit any
material fact necessary to make the statements contained
therein, when considered in conjunction with the Preliminary
Prospectus, in light of the circumstances under which they
were made, not misleading, except that no Underwriter makes
any representation or warranty to the extent that (A) any
misstatement or omission was the result of a misstatement or
omission in Seller Information that was not corrected by
information subsequently supplied by CRMSI to the
Representative sufficiently prior to the time of sale as to
reasonably permit the Underwriters to correct any statement
made to the investor in reliance on such unsupplemented or
uncorrected information, or (B) the information is a
Restatement and does not omit a statement in the Registration
Statement, Preliminary Prospectus, Prospectus or CRMSI Free
Writing Prospectus (if any) necessary to make the Restatement,
when considered in conjunction with such Underwriter Free
Writing Prospectus and other information delivered to the
prospective investor prior to the time of sale, in light of
the circumstances under which the Restatement was made, not
misleading, and
(iv) will (A) contain
the legend required by section (c)(2)(i) of
Rule 433 or section (b)(2)(iv) of Rule 167, as applicable,
under the Securities Act, (B) identify the Commission file
number of the Registration Statement or the Commission file
serial number of the Trust, as applicable, and (C) if so
required under either such Rule, will be filed with the
Commission in accordance with Section 426 or 433, as
applicable, under the Securities Act.
(g) The
Underwriters will not sell, and will obligate each dealer to
whom
they sell any offered certificates (which obligation may be in the
form of a
trade stipulation and which must name CRMSI as an intended third
party
beneficiary) not to sell, any offered certificates to any investor
prior to the
time the Prospectus is filed with the Commission unless prior to
the time of
sale the applicable Underwriter delivers to the investor the
Preliminary
Prospectus and a Free Writing Prospectus containing information
with respect to
the pass-through rate and price to investors of the related class
of offered
certificates.
(h)
(i) Each Underwriter shall
deliver to CRMSI each Underwriter Free
Writing Prospectus prepared by such Underwriter that contains
any "issuer information," as defined in Rule 433(h) under the
Act and footnote 271 of Securities Act Release No. 33-8591
("Issuer Information") if such Underwriter Free Writing
Prospectus or th
