Depositor) Merrill Auto Trust Securitization 2008-1 TERMS AGREEMENT
EXHIBIT
1.2
EXECUTION
COPY
ML ASSET
BACKED CORPORATION
(Depositor)
▇▇▇▇▇▇▇
Auto Trust Securitization 2008-1
July 22,
2008
|
To:
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ML
Asset Backed Corporation, as Depositor under the Sale and Servicing
Agreement dated as of June 30, 2008 (the “Sale and Servicing
Agreement”). Capitalized terms used herein but not otherwise
defined shall have the meanings ascribed thereto in the Sale and Servicing
Agreement.
|
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Re:
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Underwriting
Agreement dated July 22, 2008.
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Title:
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Merrill
Auto Trust Securitization Asset-Backed Notes, Series
2008-1.
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Principal
Amount:
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$348,953,000
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|
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Terms of the
Notes:
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Class
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Original
Principal
Amount
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Interest
Rate
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||
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A-1
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$67,900,000
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2.91653%
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||
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A-2a
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$58,200,000
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4.270%
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||
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A-2b
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$24,000,000
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One
Month LIBOR plus 1.15%
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||
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A-3a
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$50,400,000
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5.50%
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||
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A-3b
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$46,000,000
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One
Month LIBOR plus 1.90%
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||
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A-4a
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$32,880,000
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6.150%
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A-4b
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$30,000,000
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One
Month LIBOR plus 2.20%
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B
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$23,384,000
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6.75%
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||
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C
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$16,189,000
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7.11%
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Ratings:
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Class
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▇▇▇▇▇’▇
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Fitch
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Standard
& Poor’s
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|||
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A-1
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P-1
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F1+
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A-1+
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|||
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A-2a
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Aaa
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AAA
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AAA
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|||
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A-2b
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Aaa
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AAA
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AAA
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|||
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A-3a
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Aaa
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AAA
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AAA
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|||
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A-3b
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Aaa
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AAA
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AAA
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|||
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A-4a
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Aaa
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AAA
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AAA
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|||
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A-4b
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Aaa
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AAA
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AAA
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|||
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B
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Aa1
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A+
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A+
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|||
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C
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Baa3
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BBB
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BBB
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Terms of
Sale: The purchase price payable by the Underwriters for the
Offered Securities is $342,209,124.78 plus accrued interest, if any, at the
related Interest Rate from the date of initial issuance.
Payment
of the purchase price shall be in immediately available Federal funds wired to
such bank as may be designated by the Depositor.
Underwriting
Breakdown:
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Underwriter
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Class
A-1
Notes
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Class
A-2a
Notes
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Class
A-2b
Notes
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Class
A-3a
Notes
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Class
A-3b
Notes
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Class
A-4a
Notes
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Class
A-4b
Notes
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Class
B
Notes
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Class
C
Notes
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|||||||||
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▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
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$61,100,000
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$52,394,161
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$21,605,839
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$45,380,913
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$41,419,087
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$29,638,015
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$27,041,985
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$23,384,000
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$16,189,000
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||||||||
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▇.▇.
▇▇▇▇▇▇ Securities, Inc.
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$3,400,000
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$2,902,920
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$1,197,080
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$2,509,544
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$2,290,456
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$1,620,992
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$1,479,008
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N/A
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N/A
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|||||||||
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Wachovia
Capital Markets, LLC
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$3,400,000
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$2,902,920
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$1,197,080
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$2,509,544
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$2,290,456
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$1,620,992
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$1,479,008
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N/A
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N/A
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|||||||||
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Total
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$67,900,000
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$58,200,000
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$24,000,000
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$50,400,000
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$46,000,000
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$32,880,000
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$30,000,000
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$23,384,000
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$16,189,000
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Underwriting
Commissions:
Notwithstanding
anything to the contrary in the Underwriting Agreement, no additional
underwriting commission shall be payable by the Depositor to the Underwriters in
connection with the purchase of the Notes.
2
Public
offering price and/or method of determining price at which the Underwriters will
sell, and underwriting discounts for the Notes:
|
Price
to Public
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Underwriting
Discounts
|
|||||||
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Class
A-1:
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100.00000 | % | 0.100 | % | ||||
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Class
A-2a:
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99.99467 | % | 0.125 | % | ||||
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Class
A-2b:
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100.00000 | % | 0.125 | % | ||||
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Class
A-3a:
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99.98821 | % | 0.170 | % | ||||
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Class
A-3b:
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100.00000 | % | 0.170 | % | ||||
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Class
A-4a:
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99.97959 | % | 0.240 | % | ||||
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Class
A-4b:
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100.00000 | % | 0.240 | % | ||||
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Class
B:
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90.34652 | % | 0.330 | % | ||||
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Class
C:
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81.82324 | % | 0.405 | % | ||||
Information Furnished by the
Underwriters
For
purposes of Section 1(a)(i) and Section 8 of the Underwriting Agreement the
information in the Prospectus (or any amendment thereto), or any preliminary
prospectus or the Registration Statement (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Depositor by the Underwriters shall be limited to the
following: the third and fourth paragraphs under the heading
“Underwriting” in the prospectus supplement.
Loans: The
motor vehicle installment sales contracts sold by the Seller to the Depositor
pursuant to the Receivables Purchase Agreement, dated as of June 30, 2008,
between the Depositor, as purchaser, and MLBUSA, as seller, and conveyed by the
Depositor to the Trust pursuant to the Sale and Servicing Agreement, are more
fully described in Exhibit A to the Sale and Servicing Agreement.
Payment Dates: The
15th day (or, if such day is not a business day, the next succeeding business
day) of each month, commencing with August 15, 2008.
Delivery Date and
Location: 10:00 a.m., New York time, on or about July 25,
2008, or at such other time not later than seven full business days thereafter
as may be agreed upon, at the offices of Sidley Austin LLP at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
3
If the
foregoing is in accordance with your understanding of our agreement, please sign
and return to us a counterpart hereof, whereupon, it will become a binding
agreement among the Depositor and the several Underwriters in accordance with
its terms.
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▇▇▇▇▇▇▇
LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED,
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|||
| as Representative of the several Underwriters | |||
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By:
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/s/ ▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇ ▇▇▇▇▇ | |||
| Title: Authorized Signatory | |||
CONFIRMED
AND ACCEPTED
as of the
date first written:
ML ASSET
BACKED CORPORATION,
as
Depositor
By: /s/ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Secretary
4