OAKWOOD MORTGAGE INVESTORS, INC.
PASS-THROUGH CERTIFICATES
1997-D TERMS AGREEMENT
Dated: November 14, 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-D, Classes ▇-▇, ▇-▇, ▇-▇,
▇-▇, ▇-▇, ▇, ▇-▇, ▇-▇, 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 (the "Underwriter"), and the Underwriter hereby agrees to
purchase from the Company, on November 20, 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 Underwriter are subject to: (i) receipt by the Company of
the ratings on the Certificates as set forth herein, (ii) receipt by the
Underwriter of the Sales Agreement (the "Sales Agreement"), dated as of November
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 Underwriter.
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
November 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 November 14,
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.
333-31441.
SCHEDULED PRINCIPAL BALANCE OF ASSETS: $252,393,252.30
CUT-OFF DATE: November 1, 1997.
TERMS OF THE CERTIFICATES:
====================================================================================================================
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate Fitch ▇▇▇▇▇'▇ Price
======================== ====================== ====================== ====================== ======================
A-1 $46,940,000 (1) "AAA" "Aaa" 99.780000%
A-2 $46,290,000 6.350% per annum "AAA" "Aaa" 99.734375%
A-3 $30,260,000 6.500% per annum "AAA" "Aaa" 99.543750%
A-4 $15,340,000 6.725% per annum "AAA" "Aaa" 99.587500%
A-5 $62,453,000 (2) "AAA" "Aaa" 99.512500%
M $17,037,000 (2) "AA" "Aa2" 99.243125%
B-1 $23,977,000 (2) "BBB" "Baa2" 99.437500%
B-2 $10,096,252 (2) "BBB-" "Baa3" 99.312500%
======================== ====================== ====================== ====================== ======================
(1) The Pass-Through Rate for the Class A-1 Certificates will equal the lesser
of One-Month LIBOR plus 0.12% or the Weighted Average Net Asset Rate.
(2) The Pass-Through Rate for the (i) Class A-5 Certificates will equal the
lesser of 6.950% per annum or the Weighted Average Net Asset Rate, (ii)
Class M Certificates will equal the lesser of 6.950% per annum or the
Weighted Average Net Asset Rate, (iii) Class B-1 Certificates will equal
the lesser of 7.325% per annum or the Weighted Average Net Asset Rate and
(iv) Class B-2 Certificates will equal the lesser of 7.550% per annum or
the Weighted Average Net Asset Rate.
SUBORDINATION FEATURES: The Class M Certificates will be subordinated to the
Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4 and Class A-5 Certificates
(collectively, the "Class A Certificates"), the Class B-1 Certificates will be
subordinated to the Class A Certificates and the Class M Certificates and the
Class B-2 Certificates will be subordinated to the Class A Certificates, the
Class M Certificates and the Class B-1 Certificates, all 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 December, 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 Underwriter has 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 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 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 November 20, 1997, at the
offices of Hunton & ▇▇▇▇▇▇▇▇, Riverfront Plaza, East Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. 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 Underwriter has 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 Underwriter 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: The 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;
(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 and (iii) any information attached hereto as
Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the
no-action letter addressed to Greenwood Trust Company, Discover Card Master
Trust I dated April 5, 1996).
For purposes hereof, as to the 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"). The Underwriter 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 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 the 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 the
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 the Underwriter under this paragraph shall be in
addition to any liability which the Underwriter may otherwise have.
Notwithstanding the provisions of this paragraph, the Underwriter shall not 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 THE UNDERWRITER: It is understood and agreed that the
information set forth under the heading "Underwriting" in the Prospectus
Supplement and the sentence regarding the 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 Underwriter 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 Underwriter specifies 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 Underwriter 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.
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: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
REQUEST FOR OPINIONS: (a) The Company and OAC hereby request and authorize
Hunton & Williams, Bradley, ▇▇▇▇▇▇, ▇▇▇▇ & White L.L.P., Perrin, Perrin, ▇▇▇▇ &
▇▇▇▇▇▇▇▇▇ L.L.P. and The ▇▇▇▇ Law Firm, as their counsel in this transaction, to
issue on behalf of the Company and OAC, such legal opinions to the Underwriter,
its 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 Underwriter hereby requests and authorizes ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇,
as its special counsel in this transaction, to issue to the Underwriter such
legal opinions as it 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.
The 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: /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
Title: Vice President
Accepted and acknowledged
As of the Date First
Above Written:
OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
OAKWOOD ACCEPTANCE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
SCHEDULE A
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class M,
Class B-1 and Class B-2 Certificates
Class A-1 Class A-2 Class A-3
----------- ------------ -------------
Credit Suisse First Boston Corporation..................... $46,940,000 $ 46,290,000 $ 30,260,000
Total...................................................... $46,940,000 $ 46,290,000 $ 30,260,000
=========== ============ ============
Class A-4 Class A-5 Class M
----------- ------------ -------------
Credit Suisse First Boston Corporation .................... $15,340,000 $ 62,453,000 $ 17,037,000
Total...................................................... $15,340,000 $ 62,453,000 $ 17,037,000
=========== ============ ============
Class B-1 Class B-2
----------- ------------
Credit Suisse First Boston Corporation .................... $23,977,000 $ 10,096,252
Total...................................................... $23,977,000 $ 10,096,252
=========== ============