Citicorp Mortgage Securities, Inc.
CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A4
REMIC Pass-Through Certificates
Underwriting Agreement
August 31, 2006
To: HSBC Securities (USA) Inc., as Underwriter
452 Fifth Avenue
New York, New York 10018
Ladies and Gentlemen:
Citicorp Mortgage Securities, Inc., a Delaware corporation (CMSI), proposes to sell to you, as underwriter (the Underwriter), the offered class A and class B REMIC Pass-Through Certificates (the offered certificates) described in Schedule I. The offered certificates evidence ownership interests in a trust (the Trust) consisting of the mortgage loans described in Schedule I (the mortgage loans) and related property. The mortgage loans were originated or acquired by the affiliates of CMSI 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. CMSI will elect to treat the Trust, or one or more segregated pools of assets 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, between CMSI, as Depositor, CitiMortgage, Inc. (CMI), as Servicer and Master Servicer, U.S. Bank National Association, in its individual capacity and as Trustee (in such capacity, the Trustee), and Citibank, N.A., in its individual capacity and as Paying Agent, Certificate Registrar and Authentication Agent.
CMSI, Citigroup Inc., and the Underwriter 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, CMSI agrees to sell to the Underwriter, and the Underwriter agrees to purchase from CMSI, all of the offered certificates at the purchase price set forth in Schedule I.
2. Delivery and Payment
CMSI will deliver one or more certificates representing each class of offered certificates to the Underwriters account at the office, on the date and at the time (the closing date) specified in Schedule I against payment by the Underwriter of the
purchase price to or upon the order of CMSI 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.
CMSI will have the offered certificates available for inspection by the Underwriter in New York, New York, one business day prior to the closing date.
3. Registration Statement and Prospectus
(a) CMSI represents and warrants to the Underwriter that CMSI has filed a registration statement (File No. 333-130333), 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. CMSI further represents and warrants to the Underwriter that CMSI 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 Prospectus (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 Underwriter will advise CMSI of the final structure of the offered certificates sufficiently in advance of the closing date so that CMSI can prepare a final prospectus relating to the offered certificates (the Prospectus) for delivery to the Underwriter no later than the closing date. CMSI will use its best efforts to deliver the Prospectus to the Underwriter as soon as reasonably practicable following the Underwriters advice of the final structure of the offered certificates. CMSI will file the Prospectus with the Commission pursuant to and in conformity with Rule 424 under the Securities Act. References to the Prospectus at any time will refer to the Prospectus as amended or supplemented at such time. CMSI will, prior to the termination of the offering of the offered certificates (the offering), promptly advise the Underwriter
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