Exhibit 1.1
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES
2002-B TERMS AGREEMENT
Dated: May 20, 2002
To: Oakwood Mortgage Investors, Inc. (the "Company")
Oakwood Acceptance Corporation, LLC
Re: Underwriting Agreement Standard Provisions dated
February 2002 (the "Standard Provisions")
Series Designation: Senior/Subordinated Pass-Through Certificates,
Series 2002-B, Classes ▇-▇, ▇-▇, ▇-▇, ▇-▇, A-IO, ▇-▇, ▇-▇, ▇-▇, ▇-▇, X and R
(collectively, the "Certificates"). The Class ▇-▇, ▇-▇, ▇-▇, ▇-▇, A-IO, M-1, M-2
and B-1 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 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
(the "Underwriters" and each, an "Underwriter"), and each Underwriter hereby
severally agrees to purchase from the Company, on May 31, 2002, the aggregate
Certificate Principal Balance (or, in the case of the Class A-IO Certificates,
percentage of the Notional Principal Amount) of the Underwritten Certificates
set forth opposite such Underwriter's name on Schedule A hereto, at the purchase
price and on the terms set forth below; provided, however, that the obligations
of each Underwriter 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 May 1, 2002, by and between
the Company and OMI Note Trust 2001-A, the Servicer's Representations Agreement
(the "Servicer's Representations Agreement") dated as of May 1, 2002, by and
between the Company and Oakwood Acceptance Corporation, LLC, a Delaware limited
liability company ("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 May 1, 2002 among the Company, OAC, as servicer (the "Servicer"),
and JPMorgan Chase Bank, as trustee (the "Trustee"), which incorporates by
reference the Company's Standard Terms to Pooling and Servicing Agreement
(September 2001 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 (i)
manufactured housing installment sales contracts secured by security interests
in manufactured homes and, with respect to certain of the contracts, secured by
liens on the real estate on which the related manufactured homes are located
(the "Contracts"), and (ii) mortgage loans secured by liens on the real estate
to
which the related manufactured homes are deemed permanently affixed (the
"Mortgage Loans" and, together with the Contracts and amounts in the pre-funding
account described in the Pooling and Servicing Agreement, the "Assets"), in each
case having the characteristics described in the prospectus supplement to be
dated on or about May 20, 2002, 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 such dates.
Registration Statement: References in the Standard Provisions to the
Registration Statement shall be deemed to include registration statement No.
333-70496.
Aggregate Scheduled Principal Balance of Assets: Approximately $190,148,653
and the Pre-Funded Amount of $58,817,750.
Cut-Off Date with Respect to the Assets Transferred to the Trust on the
Closing Date: May 1, 2002.
Terms of the Underwritten Certificates
===========================================================================================
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate/(1)/ S&P/▇▇▇▇▇'▇ Price/(2)/
------------ ----------------- ---------------- ------------------ ---------------
A-1 $62,300,000 One-Month LIBOR AAA Aaa 99.850%
+0.23%
A-2 $50,200,000 5.19% AAA Aaa 99.790528%
A-3 $22,500,000 6.06% AAA Aaa 99.685871%
A-4 $31,806,000 7.09% AAA Aaa 99.526238%
A-IO /(3)/ 6.00% AAA Aaa 23.288148%
M-1 $24,896,000 7.62% AA Aa3 99.301901%
M-2 $17,428,000 8.50% A A3 98.895767%
B-1 $11,826,000 8.50% BBB Baa2 88.575000%
===========================================================================================
(1) The Pass-Through Rate for each Class of Certificates other than the Class
A-IO Certificates is capped at the Weighted Average Net Asset Rate, reduced for
amounts payable on the Class A-IO Certificates, as more fully described in the
Pooling and Servicing Agreement.
(2) Purchase Prices have been calculated before deducting expenses payable by
the Company, estimated to be approximately $400,000.
(3) The Class A-IO Certificates will receive distributions of interest only,
based on a notional principal amount. The notional principal amount will
initially equal $60,800,000 and will decrease according to schedule set forth in
"Description of the Offered Certificates -- Distributions--Interest--Class A-IO
Certificate Notional Principal Balance Schedule" in the Prospectus Supplement,
subject to the conditions set forth in the Prospectus Supplement.
Subordination Features: The Class M-1 Certificates will be subordinated to
the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4 and Class A-IO Certificates; the
Class M-2 Certificates will be subordinated to the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-IO and Class M
2
1 Certificates; and the Class B-1 Certificates will be subordinated to the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-IO, Class M-1 and Class M-2
Certificates, all as more fully described in the Prospectus Supplement.
Distribution Dates: Each Distribution Date shall be the fifteenth day of
each month, or if such day is not a business day, on the next succeeding
business day, commencing in June 2002.
REMIC Election: An election will be made to treat some or all of the assets
of the Trust (other than the Pre-Funding Account, the Capitalized Interest
Account and amounts on deposit therein) as one or more real estate mortgage
investment conduits for federal income tax purposes (the "REMIC"). The Class
A-1, Class A-2, Class A-3, Class A-4, Class A-IO, Class M-1, Class M-2, Class
B-1, Class B-2 and Class X Certificates will be designated as "regular
interests" in a REMIC. The Class R Certificates will be designated as the sole
class of "residual interests" in each of the issuing REMIC, the intermediate
REMIC and the pooling REMIC for federal income tax purposes.
Purchase Price: Each Underwriter has severally agreed to purchase each
Class of Underwritten Certificates set forth opposite its name on Schedule A
hereto from the Company for the respective purchase prices set forth in the
table above as percentages of the Certificate Principal Balance or Notional
Principal Amount, as the case may be, of each such Class. Payment of the
purchase price for the Underwritten Certificates shall be made to the Company 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 $1,000 and integral multiples of $1 in excess
thereof.
Fees: It is understood that servicing fees and the trustee fee 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 May 31, 2002, at the
offices of Hunton & ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇.
The Company will deliver the Underwritten Certificates to the Underwriters 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 Prospectus and the Prospectus
Supplement.
Controlling Agreement: This Terms Agreement, together with the Standard
Provisions, 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 purchase 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 Pooling and Servicing
Agreement or, if not defined therein, in the Prospectus Supplement.
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Computational Materials: Each Underwriter hereby severally represents and
warrants that any information attached hereto as Exhibit 1 constitutes all
"Collateral Term Sheets," "Structural Term Sheets" and "Computational Materials"
(as such terms are defined in the no-action letters addressed to ▇▇▇▇▇▇, Peabody
Acceptance Corporation I, et al. dated May 20, 1994 and to the Public Securities
Association dated February 17, 1995 (collectively, the "PSA Letters")) and all
"Structural Term Sheets" and "Series Term Sheets" (as such terms are defined in
the no-action letter addressed to Greenwood Trust Company, Discover Card Master
Trust I dated April 5, 1996) 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 Series Term Sheets, 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 Series Term Sheets, 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 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 Securities Act of 1933, as amended (the
"Act") (each, an "indemnified party"), 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 or omission or
alleged omission 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 the Underwriters 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 Underwritten Certificates purchased by it
hereunder.
Information Provided by the Underwriters: It is understood and agreed that
the information set forth under the heading "Underwriting" in the Prospectus
Supplement (except for the last paragraph thereof relating to estimated fees and
expenses) is the only information furnished by the Underwriters for inclusion in
the Registration Statement, the Prospectus or the Prospectus Supplement.
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Trustee: JPMorgan Chase Bank 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 Certificates 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 State of New York.
Blackout Period: None.
Applicable Law: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Oakwood Acceptance Corporation, LLC
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (27409-9634)
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
Credit Suisse First Boston Corporation
Eleven Madison ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Request for Opinions:
(a) The Company and OAC hereby request and authorize Hunton & ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Chtd. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Esq., as their counsel in
this transaction, to issue on behalf of the Company and OAC, such legal opinions
to the Underwriters, their counsel,
5
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) Each Underwriter hereby requests and authorizes Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ &
▇▇▇▇ LLP, as their special counsel in this transaction, to issue to the
Underwriters such legal opinions as it may require, and the Company shall have
furnished to Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP 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 hereof and of
the Pooling and Servicing Agreement, 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: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
Accepted and acknowledged
As of the Date First
Above Written:
OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
OAKWOOD ACCEPTANCE CORPORATION, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
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SCHEDULE A
Underwritten Certificates
Class A-1 Class A-2 Class A-3 Class A-4
--------- --------- --------- ---------
Credit Suisse First Boston Corporation $49,840,000 $40,160,000 $18,000,000 $25,445,000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated $12,460,000 $10,040,000 $ 4,500,000 $ 6,361,000
Class M-1 Class M-2 Class B-1
--------- --------- ---------
Credit Suisse First Boston Corporation $19,917,000 $13,943,000 $ 9,461,000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated $ 4,979,000 $ 3,485,000 $ 2,365,000
Class A-IO
----------
Credit Suisse First Boston Corporation 100%
EXHIBIT 1
