Exhibit 1.1
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OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES
1999-D, CLASS B-1 TERMS AGREEMENT
Dated: February 17, 2000
To: Oakwood Mortgage Investors, Inc. (the "Company")
Oakwood Acceptance Corporation ("OAC")
Re: Underwriting Agreement Standard Provisions dated
May 1999 (the "Standard Provisions")
Series
Designation: Pass-Through Certificates, Series 1999-D, Classes ▇-▇, ▇-▇,
▇-▇, ▇-▇, ▇-▇, X and R (collectively, the "Certificates"). The
Class B-1 Certificates are 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 February 25, 2000, 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
confirmation of the ratings on the Underwritten Certificates as set forth
herein, (ii) receipt by the Underwriter of the Transfer Agreement dated as of
February 25, 2000, by and between the Company and Oakwood Financial Corporation
("OFC"), relating to the transfer of the Underwritten Certificates from OFC to
the Company, being in form and substance satisfactory to the Underwriter.
The Certificates were issued by a trust (the "Trust") established by
the Company pursuant to a Pooling and Servicing Agreement dated as of August 1,
1999 among the Company, OAC, as servicer (the "Servicer") and Chase Manhattan
Trust Company, National Association, as trustee (the "Trustee"), which
incorporates by reference the Company's Standard Terms to Pooling and Servicing
Agreement (May 1999 Edition) (collectively, the "Pooling and Servicing
Agreement").
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The Certificates represent in the aggregate the entire beneficial ownership
interest in the assets of the Trust which 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 and adjustable 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 Prospectus Supplement dated February 23, 2000,
relating to the Underwritten Certificates (the "Prospectus Supplement"), to the
Prospectus Supplement (the "Original Prospectus Supplement") and Prospectus
(together with the Original Prospectus Supplement, the "Original Prospectus"),
each dated September 3, 1999.
REGISTRATION STATEMENT: References in the Standard Provisions to the
Registration Statement shall be deemed to include registration statement No.
333-72621.
TERMS OF THE CERTIFICATES:
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Class Principal Pass-Through Ratings Purchase
Designation Amount (1) Rate ▇▇▇▇▇'▇ S&P Price
------------------------ ---------------------- ----------------------- --------------------- ----------------------
B-1 $16,624,000 (2) "Baa2" "BBB" 67.437500%
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(1) As of the close of business on the Distribution Date immediately
preceding the Closing Date, after giving effect to all distribution on
such date.
(2) The Pass-Through Rate for the Class B-1 Certificates equals the lesser
of 7.000% per annum and the Weighted Average Net Asset Rate.
SUBORDINATION FEATURES: The Class B-1 Certificates are subordinated to
the Class A Certificates and the Class M Certificates, all as described in the
Prospectus Supplement and the Original Prospectus Supplement.
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. The first Distribution Date occurred in September 1999.
REMIC ELECTION: An election has been 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 have
been designated as "regular interests" in the REMIC.
PURCHASE PRICE: The Underwriter has agreed to purchase the Underwritten
Certificates from the Company for the purchase price expressed in the table
above as a percentage of the Certificate Principal Balance thereof as of the
close of business on the Distribution Date immediately preceding the Closing
Date, after giving effect to all distributions on such date. 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.
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DENOMINATIONS: The Underwritten Certificates are issuable 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 February 25,
2000, at the offices of Hunton & ▇▇▇▇▇▇▇▇, Riverfront Plaza, East Tower, ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. The Company will deliver the
Underwritten Certificates to the Underwriter 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 Prospectus Supplement and the
Original Prospectus.
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, the Prospectus Supplement or the Original
Prospectus, as the case may be.
COMPUTATIONAL MATERIALS: The Underwriter hereby represents and warrants
that 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;
all "Structural Term Sheets" and "Computational Materials" disseminated by it in
connection with the Underwritten Certificates and 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 Supplement or Original
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
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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"), 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 Underwritten
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 Original
Prospectus Supplement (except for the last paragraph relating to the estimated
fees and expenses) and the information set forth under the heading
"Underwriting" in the Prospectus Supplement is the only information furnished by
the Underwriter for inclusion in the Registration Statement and the Original
Prospectus and Prospectus Supplement, respectively.
TRUSTEE: The Chase Manhattan Trust Company, 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 Certificates in any
jurisdiction.
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.
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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.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Oakwood Acceptance Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (27409-9634)
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
Credit Suisse First Boston Corporation
Eleven Madison ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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 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.
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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/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
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Title: Director
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Accepted and acknowledged
As of the Date First
Above Written:
OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: President
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OAKWOOD ACCEPTANCE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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SCHEDULE A
Class B-1 Certificates
Class B-1
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Credit Suisse First Boston Corporation...................$16,624,000
Total...........................................$16,624,000
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A-1
Exhibit 1
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