EXHIBIT 1.1
OAKWOOD MORTGAGE INVESTORS, INC.
PASS-THROUGH CERTIFICATES
1997-A TERMS AGREEMENT
Dated: February 21, 1997
To: Oakwood Mortgage Investors, Inc. (the "Company")
Oakwood Acceptance Corporation ("OAC")
Re: Underwriting Agreement Standard Provisions dated
June 1995 (the "Standard Provisions")
Series
Designation: Pass-Through Certificates, Series 1997-A, Classes ▇-▇, ▇-▇,
▇-▇, ▇-▇, ▇-▇, ▇- ▇, ▇-▇, B-2, X and R (collectively, the
"Certificates"). The Classes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇
and B-2 Certificates are collectively referred to herein as
the "Underwritten Certificates."
UNDERWRITING AGREEMENT: Subject to the terms and conditions set forth
herein and to the terms of the Standard Provisions, which are incorporated by
reference herein, the Company hereby agrees to issue and sell to Credit Suisse
First Boston Corporation and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (the "Underwriters"), and the
Underwriters hereby severally agree to purchase from the Company, on February
27, 1997, the aggregate outstanding principal amount of the Underwritten
Certificates set forth in Schedule A hereto at the purchase price and on the
terms set forth below; provided, however, that the obligations of the
Underwriters are subject to: (i) receipt by the Company of the ratings on the
Certificates as set forth herein, (ii) receipt by the Underwriters of the Sales
Agreement (the "Sales Agreement"), dated as of February 1, 1997, by and between
the Company and OAC, and the Pooling and Servicing Agreement (as defined below),
each being in form and substance satisfactory to the Underwriters.
The Certificates will be issued by a trust (the "Trust") to be
established by the Company pursuant to a Pooling and Servicing Agreement, to be
dated as of February 1, 1997 among the Company, OAC, as servicer (the
"Servicer") and PNC Bank, National Association, as Trustee (the "Trustee"),
which incorporates by reference the Company's Standard Terms to Pooling and
Servicing Agreement (November 1995 Edition) (collectively, the "Pooling and
Servicing Agreement"). The Certificates will represent in the aggregate the
entire beneficial ownership interest in the assets of the Trust which will
consist primarily of fixed-rate installment sales contracts secured by units of
manufactured housing (the "Contracts") with original terms to maturity not
exceeding 30 years and fixed-rate mortgage loans secured by first-liens on the
real estate to which the related manufactured homes are deemed permanently
affixed (the "Mortgage Loans" and, together with the Contracts, the "Assets")
with original terms to maturity not exceeding 30 years, in each case having the
characteristics described in the final Prospectus Supplement, dated February 21,
1997, relating to the Underwritten Certificates (the "Prospectus Supplement").
The Company and the Servicer specifically covenant to make available on
the Closing Date for sale, transfer and assignment to the Trust, Assets having
the characteristics described in the Prospectus Supplement; provided, however,
that there may be nonmaterial variances from the description of the Assets in
the Prospectus Supplement and the Assets actually delivered on the Closing Date.
REGISTRATION STATEMENT: References in the Standard Provisions to the
Registration Statement shall be deemed to include registration statement No.
33-99320.
INITIAL AGGREGATE SCHEDULED PRINCIPAL BALANCE OF ASSETS: Approximately
$185,107,770.
CUT-OFF DATE: February 1, 1997.
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TERMS OF THE CERTIFICATES:
================================================================================
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate Fitch S&P Price
--------------------------------------------------------------------------------
A-1 $36,152,000 (1) "AAA" "AAA" 99.675000%
A-2 $32,798,000 6.400% per annum "AAA" "AAA" 99.643750%
A-3 $23,683,000 6.650% per annum "AAA" "AAA" 99.675000%
A-4 $11,771,000 6.850% per annum "AAA" "AAA" 99.487500%
A-5 $37,665,000 7.125% per annum "AAA" "AAA" 99.596875%
A-6 $16,197,000 (2) "AA-" "AA" 99.581250%
B-1 $17,586,000 (2) "BBB" "BBB" 99.406250%
B-2 $ 9,255,770 (2) "BBB-" "BBB-" 99.156250%
================================================================================
(1) The Pass-Through Rate for the Class A-1 Certificates will equal the lesser
of One-Month LIBOR plus .08%, or the Weighted Average Net Asset Rate.
(2) The Pass-Through Rate for the (i) Class A-6 Certificates will equal the
lesser of 7.450% or the Weighted Average Net Asset Rate; (ii) Class B-1
Certificates will equal the lesser of 7.450% or the Weighted Average
Net Asset Rate and (iii) Class B-2 Certificates will equal the lesser
of 8.025% or the Weighted Average Net Asset Rate.
SUBORDINATION FEATURES: The Class A-6 Certificates will be subordinated
to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4 and Class A-5 Certificates,
the Class B-1 Certificates will be subordinated to the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5 and Class A-6 Certificates (collectively, the
"Class A Certificates") and the Class B-2 Certificates will be subordinated to
the Class A Certificates and the Class B-1 Certificates, all as described in the
Prospectus Supplement.
LIQUIDITY ACCOUNTS: A Class A-6 Liquidity Account and a Class B-1
Liquidity Account will be established and maintained as described in the
Prospectus Supplement.
LIMITED GUARANTY: The Class B-2 Certificates will have the benefit of a
limited guarantee provided by Oakwood Homes of certain collections on the
Assets.
DISTRIBUTION DATES: Each Distribution Date shall be the 15th day of
each month, or if such day is not a business day, on the next succeeding
business day, commencing in March, 1997.
REMIC ELECTION: An election will be made to treat some or all of the
assets of the Trust as one or more real estate mortgage investment conduits for
federal income tax purposes (the "REMIC"). The Underwritten Certificates will be
designated as "regular interests" in the REMIC.
PURCHASE PRICE: The Underwriters have severally agreed to purchase the
Underwritten Certificates of each Class from the Company for the respective
purchase prices expressed in the table above as percentages of the initial
Certificate Principal Balance of each such Class. Payment of the purchase price
for the Underwritten Certificates shall be made to the Company
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in federal or similar immediately available funds payable to the order of the
Company.
DENOMINATIONS: The Underwritten Certificates will be issued in
book-entry form in minimum denominations of $25,000 and integral multiples of $1
in excess thereof.
FEES: It is understood that servicing fees may be withheld from the
payments on the Assets in each month prior to distributions on the Certificates
on the Distribution Date occurring in such month to the extent permissible under
the Pooling and Servicing Agreement.
CLOSING DATE AND LOCATION: 10:00 a.m. Eastern Time on February 27,
1997, at the offices of Hunton & ▇▇▇▇▇▇▇▇, One NationsBank Plaza, Suite 2650,
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The Company will deliver the
Underwritten Certificates in book-entry form only, through the same-day funds
settlement system of The Depository Trust Company on the Closing Date.
DUE DILIGENCE: At any time prior to the Closing Date, the Underwriters
have the right to inspect the Asset Files and the related loan origination
procedures and to confirm the existence of the related manufactured homes or
mortgaged properties to ensure conformity with the Final Prospectus and the
Prospectus Supplement.
CONTROLLING AGREEMENT: This Terms Agreement sets forth the complete
agreement among the Company, OAC and the Underwriters and fully supersedes all
prior agreements, both written and oral, relating to the issuance of the
Underwritten Certificates and all matters set forth herein. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Standard Provisions or the Prospectus Supplement.
COMPUTATIONAL MATERIALS: Each Underwriter hereby represents and
warrants that (i) any information attached hereto as Exhibit 1 constitutes all
"Collateral Term Sheets" (as such term is defined in the no-action letters
addressed to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, et al. dated May 20, 1994
and to the Public Securities Association dated February 17, 1995 (collectively,
the "PSA Letters")) disseminated by it in connection with the Underwritten
Certificates and (ii) any information attached hereto as Exhibit 2 constitutes
all "Structural Term Sheets" and "Computational Materials" disseminated by it in
connection with the Underwritten Certificates.
For purposes hereof, as to each Underwriter, the term "Derived
Information" means such information, if any, in the Collateral Term Sheets,
Structural Term Sheets and/or Computational Materials that is not contained in
either (i) the Prospectus taking into account information incorporated therein
by reference (other than information incorporated by reference from the
Collateral Term Sheets, Structural Term Sheets and/or Computational Materials)
or (ii) any computer tape furnished by the Company (the "Computer Tape"). Each
Underwriter severally agrees, assuming (i) all information provided by the
Company (including the Computer Tape) is accurate and complete in all material
respects and (ii) the Company's independent public accountants have determined
that the Derived Information agrees with the Computer Tape, to
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indemnify and hold harmless the Company, each of the Company's officers and
directors and each person who controls the Company within the meaning of Section
15 of the Act against any and all losses, claims, damages or liabilities, joint
or several, to which they may become subject under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement of a material fact contained
in the Derived Information prepared by such Underwriter and incorporated by
reference into the Registration Statement, or arise out of or are based upon the
omission or alleged omission to state in such Derived Information a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
(except that no such indemnity shall be available for any losses, claims,
damages or liabilities, or actions in respect thereof to the extent any such
untrue statement or alleged untrue statement therein results directly from an
error in the information on the Computer Tape or in any other information
concerning the Mortgage Loans or the Contracts provided by the Company to any
Underwriter in writing or through electronic transmission) and agrees to
reimburse each such indemnified party for any legal or other expenses reasonably
incurred by it in connection with investigating or defending or preparing to
defend any such loss, claim, damage, liability or action as such expenses are
incurred. The obligations of an Underwriter under this paragraph shall be in
addition to any liability which such Underwriter may otherwise have.
Notwithstanding the provisions of this paragraph, no Underwriter shall be
required to pay any amount with respect to the indemnities provided hereunder in
excess of the underwriting discount or commission applicable to the Certificates
purchased by it hereunder.
INFORMATION PROVIDED BY EACH UNDERWRITER: It is understood and agreed
that the information set forth under the heading "Underwriting" in the
Prospectus Supplement and the sentence regarding each Underwriter's intention to
establish a market in the Underwritten Certificates on the Cover Page of the
Prospectus Supplement is the only information furnished by the Underwriters for
inclusion in the Registration Statement and the Final Prospectus.
TRUSTEE: PNC Bank, National Association will act as Trustee of the
Trust.
BLUE SKY QUALIFICATIONS: The Underwriters specify no jurisdictions and
the parties do not intend to qualify the Underwritten Securities in any
jurisdiction. The Company has agreed to pay all costs and expenses incurred in
connection with the preparation of a blue sky survey to be delivered on or prior
to the Closing Date.
STATE TAX OPINIONS: The Company shall deliver to the Underwriters an
opinion of counsel pursuant to Section 6(d)(iii) of the Standard Provisions with
respect to the State of North Carolina and the Commonwealth of Pennsylvania.
BLACKOUT PERIOD: None.
APPLICABLE LAW: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
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NOTICES: All communications hereunder will be in writing and effective
only upon receipt and will be mailed, delivered or telegraphed and confirmed to
the parties at:
Oakwood Mortgage Investors, Inc. and
Oakwood Acceptance Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (27409-9634)
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
Credit Suisse First Boston Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. May
REQUEST FOR OPINIONS: (a) The Company and OAC hereby request and
authorize Hunton & ▇▇▇▇▇▇▇▇ and ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇, P.A., as their counsel in
this transaction, to issue on behalf of the Company and OAC, such legal opinions
to the Underwriters, their respective counsel, the Trustee and the Rating
Agencies as may be required by any and all documents, certificates or agreements
executed in connection with this Agreement.
(b) The Underwriters hereby request and authorize ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, as their special counsel in this transaction, to issue to the
Underwriters such legal opinions as they may require, and the Company shall have
furnished to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ such documents as they may request for
the purpose of enabling them to pass upon such matters.
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Each Underwriter agrees, subject to the terms and provisions of the
Standard Provisions, a copy of which is attached hereto, and which is
incorporated by reference herein in its entirety and made a part hereof to the
same extent as if such provisions had been set forth in full herein, to purchase
the Underwritten Certificates.
CREDIT SUISSE FIRST BOSTON CORPORATION
By:
Name:
Title:
▇▇▇▇▇▇▇, SACHS & CO.
Accepted and acknowledged
As of the Date First
Above Written:
OAKWOOD MORTGAGE INVESTORS, INC.
By:
Name:
Title:
OAKWOOD ACCEPTANCE CORPORATION
By:
Name:
Title:
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SCHEDULE A
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class B-1 and Class B-2 Certificates
Class A-1 Class A-2 Class A-3
---------------------------------------------
CS First Boston Corporation....... $18,076,000 $16,399,000 $11,841,500
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co............... $18,076,000 $16,399,000 $11,841,500
---------- ---------- ----------
Total............................ $36,152,000 $32,798,000 $23,683,000
=========== =========== ==========
Class A-4 Class A-5 Class A-6
CS First Boston Corporation ...... $ 5,885,500 $18,832,500 $ 8,098,500
▇▇▇▇▇▇▇, Sachs & Co............... $ 5,885,500 $18,832,500 $ 8,098,500
---------- ---------- ----------
Total............................ $11,771,000 $37,665,000 $16,197,000
=========== =========== ==========
Class B-1 Class B-2
CS First Boston Corporation ...... $17,586,000 $ 9,255,770