Exhibit 1.1
UNITED FIDELITY AUTO TRUST 200 -A
[$ ]
[AUTOMOBILE RECEIVABLE BACKED CERTIFICATES]
UNDERWRITING AGREEMENT
City Securities Corporation
As Representative of the Underwriters
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P. O. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Ladies and Gentlemen:
1. Introductory. United Fidelity Finance, LLC, an Indiana limited liability
company (the "Seller"), proposes to cause United Fidelity Auto Trust 200 (the
"Trust") to issue and sell [$ ] aggregate principal amount of its Class A-1
Asset-Backed Senior Notes (the "Class A-1 Notes"), [$ ] aggregate principal
amount of its Class A-2 Asset-Backed Senior Notes (the "Class A-2 Notes"), [$ ]
aggregate principal amount of its Class A-3 Asset-Backed Senior Notes (the
"Class A-3 Notes"), [$ ] aggregate principal amount of its Class A-4
Asset-Backed Senior Notes (the "Class A-4 Notes" and together with the Class A-1
Notes, the Class A-2 Notes and the Class A-3 Notes, the "Senior Notes"), [$ ]
aggregate principal amount of its Class B Asset-Backed Subordinate Notes (the
"Class B Notes") and [$ ] aggregate principal amount of its Class C Asset-Backed
Subordinate Notes (the "Class C Notes" and together with the Senior Notes and
the Class B Notes the "Notes") to the Underwriters named in Schedule I hereto
(the "Underwriters") for which City Securities Corporation (the
"Representative") is acting as representative. The assets of the Trust include a
pool of automobile retail installment sale contracts or other similar evidences
of installment indebtedness secured by new and used automobiles and light trucks
(the "Receivables") and certain moneys due thereunder on and after
_______________, 200 (the "Cutoff Date"). The Receivables are to be sold to the
Trust by the Seller and serviced by United Fidelity Bank, FSB, a federally
chartered savings association, (the "Servicer"), pursuant to a trust and
servicing agreement, dated as of _______________, 200 (the "Trust and Servicing
Agreement"), among the Trust, the Seller and the Servicer. The Notes will be
issued pursuant to an Indenture to be dated as of _______________, 200 (as
amended and supplemented from time to time, the "Indenture"), between the Trust
and , a national banking association, as Trustee, under the Indenture (the
"Indenture Trustee"). The Trust will be formed pursuant to the Trust and
Servicing Agreement.
Capitalized terms used and not otherwise defined herein shall have the
meanings given them in the Trust and Servicing Agreement.
2. Representations and Warranties of the Seller. (a) The Seller represents
and warrants to and agrees with the several Underwriters that:
(i) The Seller meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a registration statement
(Registration No. __________) on such Form S-3, including a related preliminary
base prospectus and a preliminary prospectus supplement, for the registration
under the Act of the offering and sale of the Notes. The Seller may have filed
one or more amendments thereto, each of which amendments has previously been
furnished to the Representative. The Seller will next file with the Commission
(i) prior to the effectiveness of such registration statement, an amendment
thereto (including the form of final base prospectus and the form of final
prospectus supplement relating to the Notes), (ii) after effectiveness of such
registration statement, a final base prospectus and a final prospectus
supplement relating to the Notes in accordance with Rules 430A and 424(b)(1) or
(4) under the Act, or (iii) a final base prospectus and a final prospectus
supplement relating to the Notes in accordance with Rules 415 and 424(b)(2) or
(5).
In the case of clauses (ii) and (iii) above, the Seller has included in
such registration statement, as amended at the Effective Date, all information
(other than Rule 430A Information) required by the Act and the rules thereunder
to be included in the Prospectus with respect to the Notes and the offering
thereof. As filed, such amendment and form of final prospectus supplement, or
such final prospectus supplement, shall include all Rule 430A Information,
together with all other such required information, with respect to the Notes and
the offering thereof and, except to the extent that the Representative shall
agree in writing to a modification, shall be in all substantive respects in the
form furnished to the Representative prior to the Execution Time or, to the
extent not completed at the Execution Time, shall contain only such specific
additional information and other changes (beyond that contained in the latest
preliminary base prospectus and preliminary prospectus supplement, if any, that
have previously been furnished to the Representative) as the Seller has advised
the Representative, prior to the Execution Time, will be included or made
therein. If the Registration Statement contains the undertaking specified by
Regulation S-K Item 512(a), the Registration Statement, at the Execution Time,
meets the requirements set forth in Rule 415(a)(1)(x).
For purposes of this Underwriting Agreement (this "Agreement"), the term
"Effective Time" means the date and time as of which the registration statement,
or the most recent post-effective amendment thereto, if any, was declared
effective by the Commission, and the term "Effective Date" means the date of the
Effective Time. "Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto. Such registration
statement, as amended at the Effective Time, including all information deemed to
be a part of such registration statement as of the Effective Time pursuant to
Rule 430A(b) under the Act, and including the exhibits thereto and any material
incorporated by reference therein, is hereinafter referred to as the
"Registration Statement". "Base Prospectus" shall mean any prospectus referred
to above contained in the Registration
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Statement at the Effective Date, including any Preliminary Prospectus
Supplement. "Preliminary Prospectus Supplement" shall mean the preliminary
prospectus supplement to the Base Prospectus which describes the Notes and the
offering thereof and is used prior to filing of the Prospectus. "Prospectus"
shall mean the prospectus supplement relating to the Notes that is first filed
pursuant to Rule 424(b) after the Execution Time, together with the Base
Prospectus or, if no filing pursuant to Rule 424(b) is required, shall mean the
prospectus supplement relating to the Notes, including the Base Prospectus,
included in the Registration Statement at the Effective Date. "Rule 430A
Information" means information with respect to the Notes and the offering of the
Notes permitted to be omitted from the Registration Statement when it becomes
effective pursuant to Rule 430A. "Rule 415," "Rule 424," "Rule 430A" and
"Regulation S-K" refer to such rules or regulations under the Act. Any reference
herein to the Registration Statement, a Preliminary Prospectus Supplement or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before
the Effective Date of the Registration Statement or the issue date of the Base
Prospectus, such Preliminary Prospectus Supplement or the Prospectus, as the
case may be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Base Prospectus,
any Preliminary Prospectus Supplement or the Prospectus shall be deemed to refer
to and include the filing of any document under the Exchange Act after the
Effective Date of the Registration Statement, or the issue date of the Base
Prospectus, to any Preliminary Prospectus Supplement or the Prospectus, as the
case may be, deemed to be incorporated therein by reference.
(ii) On the Effective Date and on the date of this Agreement, the
Registration Statement did or will, and, when the Prospectus is first filed (if
required) in accordance with Rule 424(b) and on the Closing Date (as defined
below), the Prospectus (and any supplements thereto) will, comply in all
material respects with the applicable requirements of the Act, the Exchange Act
and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
the respective rules and regulations of the Commission thereunder (the "Rules
and Regulations"); on the Effective Date, the Registration Statement did not or
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading; and, on the Effective Date, the Prospectus
(together with any supplement thereto) will not include any untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Seller makes no
representations or warranties as to the information contained in or omitted from
the Registration Statement or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing to the
Seller by any Underwriter through the Representative specifically for use in the
Registration Statement or the Prospectus (or any supplement thereto).
(iii) The Seller's representations and warranties in the Trust and
Servicing Agreement and the Administration Agreement will be true and correct in
all material respects as of the Closing Date and each such representation and
warranty will be
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true and correct in all material respects on each date thereafter if and to the
extent that on such date such representation and warranty is made again by the
Seller pursuant to the terms of the related agreement.
(iv) This Agreement has been duly authorized, executed and delivered by the
Seller. The execution, delivery and performance of this Agreement and the
issuance and sale of the Notes and compliance with the terms and provisions
hereof will not result in a breach or violation of any of the terms and
provisions of, or constitute a default under, any agreement or instrument to
which the Seller is a party or by which the Seller is bound or to which any of
the properties of the Seller is subject which could reasonably be expected to
have a material adverse effect on the transactions contemplated herein. The
Seller has full power (corporate and other) and authority to cause the Trust to
authorize, issue and sell the Notes, all as contemplated by this Agreement.
(v) Other than as contemplated by this Agreement or as disclosed in the
Prospectus, there is no broker, finder or other party that is entitled to
receive from the Seller or any of its affiliates or an underwriter any brokerage
or finder's fee or other fee or commission as a result of any of the
transactions contemplated by this Agreement.
(vi) All legal or governmental proceedings, contracts or documents of a
character required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement have been
so described or filed as required.
(vii) The Seller's assignment and delivery of the Receivables to the Owner
Trustee on behalf of the Trust as of the Closing Date and [of the Additional
Acquired Receivables] from time to time thereafter pursuant to the Trust and
Servicing Agreement will vest in the Owner Trustee on behalf of the Trust all
the Seller's and the right, title and interest therein, subject to no prior
lien, mortgage, security interest, pledge, adverse claim, charge or other
encumbrance.
(viii) The Trust's assignment of the Receivables to the Indenture Trustee
pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of
the Noteholders, a first priority perfected security interest therein, subject
to no prior lien, mortgage, security interest, pledge, adverse claim, charge or
other encumbrance.
(ix) Neither of the Seller, nor the Trust is, and neither the issuance and
sale of the Notes nor the activities of the Trust pursuant to the Indenture or
the Trust Agreement will cause the Seller, or the Trust to be, an "investment
company" or under the "control" of an "investment company" as such terms are
defined in the Investment Company Act of 1940, as amended.
(x) The Notes conform in all material respects to the description thereof
contained in the Prospectus and, assuming that the Notes have been duly and
validly authorized, executed, and issued by the Trustee in accordance with the
Trust and Servicing Agreement, will, when duly and validly authenticated by the
Trustee and delivered to and
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paid for by the Underwriters in accordance with the Underwriting Agreement, will
be entitled to the benefits of the Trust and Servicing Agreement.
(xi) As of the Closing Date, each of the Receivables meet the criteria for
selection described in the Prospectus, and on such Closing Date the
representations and warranties of Seller with respect to the Receivables
contained in the Trust and Servicing Agreement is true and correct.
(xii) Neither the sale of the Notes, nor the consummation of any other of
the transactions herein contemplated, nor the fulfillment of the terms of the
Trust and Servicing Agreement, or the Underwriting Agreement, will constitute a
breach of any term or provision of the certificate of incorporation or by-laws
of the Seller, or conflict with or constitute a breach, violation, or
acceleration of or a default under the terms of any indenture or other material
agreement or instrument to which the Seller is a party or by which it is bound,
or any statute, regulation, or order applicable to the Seller of any
governmental body, administrative agency, regulatory body, or court having
jurisdiction over the Seller or it's material properties. The Seller is not a
party to, bound by or in breach or violation of any indenture or other material
agreement or instrument, or subject to or in violation of any statute,
regulation, or order of any governmental body, administrative agency, regulatory
body, or court having jurisdiction over it, that materially and adversely
affects or would in the future materially and adversely affect (a) the ability
of the Seller to perform its obligations under these the Underwriting Agreement,
the Purchase Agreement or the Trust and Servicing Agreement or (b) the business,
operations, or financial condition, or the material properties or assets of the
Seller.
(xiii) There are no actions or proceedings against, or investigations of
the Seller pending or, to the knowledge of the Seller, threatened before any
court, administrative agency, or other tribunal (a) asserting the invalidity of
the Underwriting Agreement, the Purchase Agreement, the Trust and Servicing
Agreement, or the Notes, (b) seeking to prevent the issuance of the Notes or the
consummation of any of the transactions contemplated by the Underwriting
Agreement, or the Trust and Servicing Agreement, (c) that might materially and
adversely affect the performance by the Seller of its obligations under, or the
validity or enforceability of the Underwriting Agreement, the Trust and
Servicing Agreement, or the Notes, (d) seeking to affect adversely the federal
income tax attributes of the Notes described in the Prospectus, or (e) that if
determined adversely as to the Seller would have a material adverse effect on
the business, operations, or financial condition or the material properties or
assets of the Seller.
(xiv) There has not been any material adverse change, or development
involving a material adverse prospective change, in the business, operations, or
financial condition or the material properties or assets of the Seller and the
Bank, taken as a whole, since the end of the most recent fiscal quarter for
which publicly available earnings statements were delivered to the
Representatives prior to the date of the Underwriting Agreement.
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(xv) Any taxes, fees, and other governmental charges in connection with the
execution and delivery of the Underwriting Agreement, and the Trust and
Servicing Agreement and the execution, delivery, and sale of the Notes have been
or will be paid at or before the Closing Date.
(b) The Seller hereby agrees with the Underwriters that, for all purposes
of this Agreement, the only information furnished to the Seller by the
Underwriters specifically for use in the Registration Statement, the Prospectus,
or any amendment or supplement thereto, or any related preliminary prospectus,
are the [third] and [fourth] paragraphs and the second sentence of the [sixth]
paragraph under the caption "Underwriting" in the preliminary prospectus and the
Prospectus.
3. Purchase, Sale and Delivery of the Notes. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Seller agrees to cause the Trust to
sell to the Underwriters, and the Underwriters agree, severally and not jointly,
to purchase from the Trust the respective principal amounts of the classes of
Notes set forth opposite their respective names in Schedule I hereto at the
respective purchase prices and interest rates set forth therein.
The Seller will deliver the Notes to the Representative for the respective
accounts of the Underwriters, against payment of the purchase price to or upon
the order of the Seller by wire transfer or check in Federal (same day) Funds,
at the office of ____________________, _________________________,
_______________, _______________, at __________ a.m. _______________ time, on
_______________, 200 , or at such other time, not later than seven full business
days thereafter, as the Representative and the Seller determine, such time being
herein referred to as the "Closing Date". The Notes to be so delivered will
initially be represented by one or more Notes registered in the name of Cede &
Co., the nominee of The Depository Trust Company ("DTC"). The interests of
beneficial owners of the Notes will be represented by book entries on the
records of DTC and participating members thereof. Definitive Notes will be
available only under the limited circumstances specified in the Indenture.
4. Offering by the Underwriters. It is understood that the several
Underwriters propose to offer the Notes for sale to the public (which may
include selected dealers) as set forth in the Prospectus. The Underwriters
intend to make a market in the Notes, as permitted by the applicable laws and
regulations. The Underwriters are not obligated to make a market in the Notes
and any such market-making may be discontinued at any time in the Underwriters'
sole discretion.
5. Covenants of the Seller. The Seller covenants and agrees with the
several Underwriters that:
(a) The Seller will use its best efforts to cause the Registration
Statement, and any amendment thereto, if not effective at the Execution Time, to
become effective. Prior to the termination of the offering of the Notes, the
Seller will not file any amendment of the Registration Statement or supplement
to the Prospectus unless the Seller has furnished the Representative a copy for
its review prior to filing and will not file any such proposed amendment or
supplement to which the Representative reasonably objects. Subject to the
foregoing sentence, if the Registration
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Statement has become or becomes effective pursuant to Rule 430A, or filing of
the Prospectus is otherwise required under Rule 424(b), the Seller will file the
Prospectus, properly completed, and any supplement thereto, with the Commission
pursuant to and in accordance with the applicable paragraph of Rule 424(b)
within the time period prescribed and will provide evidence satisfactory to the
Representative of such timely filing.
(b) The Seller will advise the Representative promptly of any proposal to
amend or supplement the registration statement as filed or the related
prospectus or the Registration Statement or the Prospectus and will not effect
such amendment or supplementation without the consent of the Representative
prior to the Closing Date, and thereafter will not effect any such amendment or
supplementation to which the Representative reasonably objects; the Seller will
also advise the Representative promptly of any request by the Commission for any
amendment of or supplement to the Registration Statement or the Prospectus or
for any additional information; and the Seller will also advise the
Representative promptly of the effectiveness of the Registration Statement and
of any amendment or supplement to the Registration Statement or the Prospectus
and of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or threat of any
proceeding for that purpose and the Seller will use its best efforts to prevent
the issuance of any such stop order and to obtain as soon as possible the
lifting of any issued stop order.
(c) If, at any time when a prospectus relating to the Notes is required to
be delivered under the Act, any event occurs as a result of which the Prospectus
as then amended or supplemented would contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend the Registration
Statement or supplement the Prospectus to comply with the Act or the Exchange
Act, the Seller promptly will prepare and file, or cause to be prepared and
filed, with the Commission an amendment or supplement which will correct such
statement or omission, or an amendment or supplement which will effect such
compliance. Neither the consent of the Representative to, nor the delivery by
the several Underwriters of, any such amendment or supplement shall constitute a
waiver of any of the conditions set forth in Section 6 hereof.
(d) As soon as practicable, but not later than the Availability Date (as
defined below), the Seller will cause the Trust to make generally available to
Noteholders an earnings statement of the Trust covering a period of at least 12
months beginning after the Effective Date which will satisfy the provisions of
Section 11(a) of the Act and, at the option of the Seller, Rule 158 of the
applicable Rules and Regulations. For the purpose of the preceding sentence,
"Availability Date" means the 45th day after the end of the fourth fiscal
quarter following the fiscal quarter that includes the original effective date
of the Registration Statement, except that, if such fourth fiscal quarter is the
last quarter of the Trust's fiscal year, "Availability Date" means the 90th day
after the end of such fourth fiscal quarter.
(e) The Seller will furnish to the Representative copies of the
Registration Statement (two of which will be signed and will include all
exhibits), each related preliminary prospectus, the Prospectus and all
amendments and supplements to such documents, in each case as soon as available
and in such quantities as the Representative reasonably requests.
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(f) The Seller will arrange for the qualification of the Notes for sale
under the laws of such states as the several Underwriters may require and will
continue such qualifications in effect so long as required for the distribution.
(g) For a period from the date of this Agreement until the retirement of
the Notes, or until such time as the several Underwriters shall cease to
maintain a secondary market in the Notes, whichever occurs first, the Seller
will deliver to the Representative the annual statements of compliance and the
annual independent certified public accountants' reports furnished to the
Indenture Trustee or the Owner Trustee pursuant to the Trust and Servicing
Agreement as soon as such statements and reports are furnished to the Indenture
Trustee or the Owner Trustee.
(h) So long as any of the Notes are outstanding, the Seller will furnish to
the Representative (i) as soon as practicable after the end of the fiscal year
all documents required to be distributed to Noteholders or filed with the
Commission on behalf of the Trust pursuant to the Exchange Act or any order of
the Commission thereunder and (ii) from time to time, any other information
concerning the Seller as the Representative may reasonably request.
(i) On or before the Closing Date, the Seller shall ▇▇▇▇ and shall cause
the Servicer to ▇▇▇▇ its computer records relating to the Receivables to be
marked in such a manner as shall clearly indicate the Trust's absolute ownership
of the Receivables, and from and after the Closing Date the Seller and the
Servicer shall not take any action inconsistent with the Trust's ownership of
such Receivables, other than as permitted by the Trust and Servicing Agreement.
(j) To the extent, if any, that the ratings provided with respect to the
classes of the Notes by the rating agency or agencies that initially rate the
classes of the Notes are conditional upon the furnishing of documents or the
taking of any other actions by the Seller agreed upon on or prior to the Closing
Date, the Seller shall furnish or shall cause to be furnished such documents and
take any such other actions.
(k) During a period of 45 calendar days from the date as of which this
Agreement is executed, neither the Seller nor any affiliate of the Seller will,
without the Representative's prior written consent (which consent shall not be
unreasonably withheld), enter into any agreement to offer or sell notes
collateralized by, or certificates evidencing an ownership interest in,
automobile loan receivables except as otherwise provided in this Agreement;
provided, however, that this shall not be construed to prevent the sale of
automobile loans by the Seller.
(l) The Seller will apply the net proceeds of the offering and the sale of
the Notes that it receives in the manner set forth in the Prospectus under the
caption "Use of Proceeds."
(m) The Seller will pay all expenses incident to the performance of its
obligations under this Agreement, including (i) the printing and filing of the
documents (including the Registration Statement and Prospectus), (ii) the
preparation, issuance and delivery of the Notes to the Representative, (iii) the
fees and disbursements of the Seller's counsel and accountants, (iv) the
qualification of the Notes under securities laws in accordance with the
provisions of Section 5(f) hereof, including filing fees and the fees and
disbursements of counsel for the Representative in
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connection therewith and in connection with the preparation of any "blue sky" or
legal investment survey, if any is requested, (v) the printing and delivery to
the Representative of copies of the Registration Statement as originally filed
and of each amendment thereto, (vi) the printing and delivery to the
Representative of copies of any "blue sky" or legal investment survey prepared
in connection with the Notes, (vii) any fees charged by rating agencies for the
ratings of the classes of the Notes, (viii) the fees and expenses, if any,
incurred with respect to any filing with the National Association of Securities
Dealers, Inc.; (ix) any fees charged by any insurance provider in connection
with the Notes; and (x) any fees charged by the indenture trustee or owner
trustee in connection with the Notes.
6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Notes will be subject to
the accuracy of the representations and warranties on the part of the Seller
herein, to the accuracy of the written statements of officers of the Seller made
pursuant to the provisions of this Section, to the performance by the Seller of
its obligations hereunder and to the following additional conditions precedent:
(a) If the Effective Time is not prior to the execution and delivery of
this Agreement, the Effective Time shall have occurred not later than 6 p.m.
Indianapolis time on the date of this Agreement or such later time or date as
shall have been consented to by the Representative.
(b) If the Effective Time is prior to the execution and delivery of this
Agreement, the Prospectus and any supplements thereto shall have been filed with
the Commission in accordance with the applicable Rules and Regulations and
Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Seller or the Representative, shall be contemplated by the Commission.
(c) On or prior to the Closing Date, the Representative shall have received
a letter dated the Closing Date, in form and substance satisfactory to the
Representative and its counsel, from Deloitte& Touche, LLP with respect to
certain agreed-upon procedures, substantially in the form of the drafts to which
the Representative has previously agreed and otherwise in form and substance
reasonably satisfactory to the Representative and its counsel.
(d) Subsequent to the execution and delivery of this Agreement, there shall
not have occurred (i) any change, or any development involving a prospective
change, in or affecting particularly the business or properties of the Trust,
the Seller, the Servicer or the Insurer which, in the judgment of the
Representative, materially impairs the investment quality of the Notes or makes
it impractical or inadvisable to market the Notes; (ii) any downgrading by any
"nationally recognized statistical rating organization" (as defined for purposes
of Rule 436(g) under the Act) of, or any public announcement that any such
organization has under surveillance or review (other than an announcement with
positive implications of a possible upgrading, and no implication of a possible
downgrading), the rating of any debt securities of the Seller, the Servicer or
the Insurer (iii) any suspension or limitation of trading in securities
generally on the New York Stock Exchange or any setting of minimum prices for
trading on such exchange; (iv) any suspension of trading of any
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securities of the Seller, the Servicer or the Insurer on any exchange or in the
over-the-counter market; (v) any banking moratorium declared by federal or New
York authorities; or (vi) any outbreak or escalation of major hostilities in
which the United States is involved, any declaration of war by Congress or any
other substantial national or international calamity or emergency if, in the
judgment of the Representative, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the sale of and payment for the Notes.
(e) The Representative shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP,
as counsel for the Seller, dated the Closing Date, in the form attached hereto
as Exhibit A, or as is otherwise satisfactory in form and substance to the
Representative and its counsel.
(f) The Representative shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP,
counsel to the Seller and the Trust, dated the Closing Date, in the form
attached hereto as Exhibit B, or as is otherwise satisfactory in form and
substance to the Representative and its counsel.
(g) The Representative shall have received an opinion addressed to the
several Underwriters of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, in its capacity as counsel for the
Seller and the Trust, dated the Closing Date, to the effect that the statements
in the Prospectus Supplement under the headings " Federal Income Tax and State
Tax Consequences" and "ERISA Considerations", and statements in the Prospectus
under the headings "State Tax Consequences", and "ERISA Considerations", to the
extent that they constitute statements of matters of law or legal conclusions
with respect thereto, have been prepared or reviewed by such counsel and
accurately describe the material consequences to holders of the Notes under
Indiana law and ERISA.
(h) The Representative shall have received an opinion addressed to the
several Underwriters of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special federal tax counsel to the
Trust, dated the Closing Date, to the effect that the statements in the
Prospectus Supplement under the heading "Federal Income Tax and State Tax
Consequences" and in the Prospectus under the heading "Federal Income Tax
Consequences" accurately describe the material federal income tax consequences
to holders of the Notes.
(i) The Representative shall have received an opinion addressed to the
several Underwriters of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as counsel for the Seller and the
Trust, dated the Closing Date, in form and substance satisfactory to the
Representative and its counsel, concerning (i) the true sale of the Receivables
from the Seller to the Trust and (ii) the nonconsolidation of the Company with
the Seller and the Seller's other affiliates in the event of a bankruptcy or
insolvency of the Seller or the Seller's other affiliates.
(j) The Representative shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP,
counsel to the Servicer, dated the Closing Date and satisfactory in form and
substance to the Representative and its counsel, to the effect that:
(i) The Servicer has been duly organized and is validly existing as a
federally chartered savings association in good standing under the laws
United States with full power and authority (corporate and other) to own
its properties and conduct its business
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as currently conducted by it, and to enter into and perform its obligations
under the Trust and Servicing Agreement, and had at all relevant times, and
now has, the power, authority and legal right to service the Receivables.
(ii) The Trust and Servicing Agreement has been duly authorized,
executed and delivered by the Servicer and is the legal, valid and binding
obligation of the Servicer enforceable against the Servicer in accordance
with its terms, except that the enforceability thereof may be subject to
(x) bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights, (y) the
remedy of specific performance and injunctive and other forms of equitable
relief and (z) equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.
(iii) None of the execution and delivery by the Servicer of the Trust
and Servicing Agreement, the consummation by the Servicer of the
transactions contemplated therein, or the fulfillment of the terms thereof
by the Servicer will conflict with, result in a breach, violation or
acceleration of, or constitute a default under, any term or provision of
the Articles of Association or Bylaws of the Servicer or of any indenture
or other agreement or instrument to which the Servicer is a party or by
which the Servicer is bound, or result in a violation of or contravene the
terms of any statute, order or regulation applicable to the Servicer of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Servicer.
(k) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ &
Finger, special Delaware counsel for the Trust, dated the Closing Date, in form
and substance satisfactory to the Representative and its counsel, to the effect
that:
(i) The Trust Agreement constitutes the valid and binding obligation
of the Trustee and the Seller, enforceable against the Trustee and the
Seller, in accordance with its terms, subject to (i) applicable bankruptcy,
insolvency, moratorium, receivership, reorganization, fraudulent conveyance
and similar laws relating to and affecting the rights and remedies of
creditors generally, and (ii) principles of equity (regardless of whether
considered and applied in a proceeding in equity or at law).
(ii) The Trust has been duly formed and is validly existing as a
business trust under the Business Trust Act of the State of Delaware (the
"Business Trust Act"). The Trust and Servicing Agreement authorizes the
Trust to execute and deliver the Trust and Servicing Agreement, the
Indenture, and the Administration Agreement, to issue the Senior Notes and
the Subordinate Notes and to grant the Trust Estate to the Indenture
Trustee as security for the Notes.
(iii) Except for the timely filing in the future of continuation
statements with respect to the financing statements, no other filing is
required in the State of Delaware in order to make effective the lien of
the Indenture. Insofar as Article 9 of the Delaware Uniform Commercial
Code, 6 Del. C. Section 9-101 et seq. (the "UCC"), applies (without regard
11
to conflict of laws principles) and assuming that the security interest in
that portion of the Collateral that consists of general intangibles and
accounts, as defined under the UCC, has been duly created and has attached,
the Indenture Trustee has a perfected security interest in such general
intangibles and accounts and the proceeds thereof and, assuming that the
UCC search accurately lists all of the financing statements filed naming
the Trust as debtor and describing any portion of the Collateral consisting
of such general intangibles and accounts and the proceeds thereof, such
security interest of the Indenture Trustee will be prior to the security
interest of all other creditors of the Trust whose security interests are
perfected solely by filing UCC financing statements in the State of
Delaware, excluding purchase money security interests under Section 9-312
of the UCC and temporarily perfected security interests in proceeds under
Section 9-306 of the UCC.
(iv) Under Section 3805(b) of the Business Trust Act, no creditor of
the Company shall have any right to obtain possession of, or otherwise
exercise legal or equitable remedies with respect to, the property of the
Trust except in accordance with the terms of the Trust Agreement.
(v) Under Section 3805(c) of the Business Trust Act, and assuming that
the sale of the Receivables to the Trust, pursuant to the Trust and
Servicing Agreement conveys good title to the Receivables to the Trust as a
true sale and not as a security arrangement, the Trust rather than the
Seller is the owner of the Receivables.
(vi) The Delaware Trustee is not required to hold legal title to the
Trust Estate in order for the Trust to qualify as a business trust under
the Business Trust Act.
(vii) The execution and delivery by Trustee of the Trust and Servicing
Agreement and, on behalf of the Trust, of the Indenture and the
Administration Agreement, do not require any consent, approval or
authorization of, or any registration of filing with, any governmental
authority of the State of Delaware, except for the filing of the
Certificate of Trust with the Secretary of State.
(viii) Neither the consummation by the Trustee of the transactions
contemplated in the Trust and Servicing Agreement or, on behalf of the
Trust, the transactions contemplated in the Indenture and the
Administration Agreement, nor the fulfillment of the terms thereof by the
Trustee will conflict with or result in a breach or violation of any law of
the State of Delaware.
(l) The Representative shall have received an opinion of counsel to the
Trustee, dated the Closing Date and satisfactory in form and substance to the
Representative and its counsel, to the effect that:
(i) The Trustee is a national banking association duly organized and
validly existing under the laws of the United States.
(ii) The Trustee has the full corporate trust power to accept the
office of eligible lender trustee under the Trust and Servicing Agreement
and to enter into and
12
perform its obligations under the Trust and Servicing Agreement and, on
behalf of the Trust, under the Indenture, the Administration Agreement and,
any Insurance Agreement.
(iii) The execution and delivery of the Trust and Servicing Agreement,
by the Trustee and the Indenture, the Administration Agreement and any
Insurance Agreement, by the Trustee on behalf of the Trust, and the
performance by the Trustee of its obligations under the Trust and Servicing
Agreement, as well as the performance by the Eligible Lender Trustee of its
obligations on behalf of the Trust under the Indenture, the Administration
Agreement and any Insurance Agreement have been duly authorized by all
necessary action of the Trustee and each has been duly executed and
delivered by the Trustee.
(iv) The Trust and Servicing Agreement constitute valid and binding
obligations of the Eligible Lender Trustee enforceable against the Trustee
in accordance with its respective terms, and the Indenture, the
Administration Agreement and any Insurance Agreement constitute the valid
and binding obligations of the Trust enforceable against the Trust in
accordance with their respective terms, except in each case as the
enforceability thereof may be (a) limited by bankruptcy, insolvency,
reorganization, moratorium, liquidation or other similar laws affecting the
rights of creditors generally, and (b) subject to general principals of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(v) The execution and delivery by the Trustee of the Trust and
Servicing Agreement, the Administration Agreement and any Insurance
Agreement do not require any consent, approval or authorization of, or any
registration or filing with, any applicable governmental authority which
has not been obtained or done.
(vi) Each of the Notes has been duly executed and delivered by the
Trustee on behalf of the Trust.
(vii) None of (x) the consummation by the Trustee of the transactions
contemplated in the Trust and Servicing Agreement, the Indenture, the
Administration Agreement and any Insurance Agreement or (z) the fulfillment
of the terms thereof by the Trustee or the Trust, as the case may be, will
conflict with, result in a breach or violation of, or constitute a default
under any law or the Articles of Association, Bylaws or other
organizational documents of the Trustee or the terms of any indenture or
other agreement or instrument known to such counsel and to which the
Trustee or any of its subsidiaries is a party or by which it or any of them
is bound or any judgment, order or decree known to such counsel to be
applicable to the Trustee or any of its subsidiaries, of any court,
regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Trustee or any of its subsidiaries.
(viii) There are no actions, suits or proceedings pending or, to the
best of such counsel's knowledge after due inquiry, threatened against the
Trustee (as trustee under the Trust and Servicing Agreement or in its
individual capacity) before or by any governmental authority that might
materially and adversely affect the performance by the
13
Trustee of its obligations under, or the validity or enforceability of, the
Trust and Servicing Agreement.
(ix) The execution, delivery and performance by the Trustee of the
Trust Agreement and Servicing Agreement, and on behalf of the Trust, of the
Indenture, the Administration Agreement and any Insurance Agreement will
not subject any of the property or assets of the Trust, or any portion
thereof, to any liens created by or arising under the Trustee that are
unrelated to the transactions contemplated in such agreements.
(n) The Representative shall have received an opinion of , counsel to the
Indenture Trustee, dated the Closing Date and satisfactory in form and substance
to the Representative and its counsel, to the effect that:
(i) The Indenture Trustee is a national banking association duly
organized and validly existing under the laws of the United States.
(ii) The Indenture Trustee has the requisite power and authority to
execute, deliver and perform its obligations under the Indenture and the
Administration Agreement and has taken all necessary action to authorize
the execution, delivery and performance by it of the Indenture and the
Administration Agreement.
(iii) Each of the Indenture and the Administration Agreement has been
duly executed and delivered by the Indenture Trustee and constitutes a
legal, valid and binding obligation of the Indenture Trustee, enforceable
against the Indenture Trustee in accordance with its respective terms,
except that such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium, liquidation, or other similar laws affecting
the enforcement of creditors' rights generally, and by general principles
of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(iv) The Notes have been duly authenticated by the Indenture Trustee
in accordance with the terms of the Indenture.
(o) The Representative shall have received an opinion of counsel as to such
other related matters as the Representative shall reasonably require and the
Seller shall have furnished or caused to be furnished to such counsel such
documents as they may reasonably request for the purpose of enabling them to
pass upon such matters.
(p) The Representative shall have received certificates dated the Closing
Date of any two of the Chairman of the Board, the President, any Executive Vice
President, Senior Vice President or Vice President, the Treasurer, any Assistant
Treasurer, the Secretary, the Assistant Secretary, the principal financial
officer or the principal accounting officer of each of the Seller and the
Servicer in which such officers shall state that, to the best of their knowledge
after reasonable investigation, (i) the representations and warranties of the
Seller or the Servicer, as the case may be,
14
contained in the Trust and Servicing Agreement, the Administration Agreement,
and the Insurance Agreement, if any, as applicable, are true and correct in all
material respects, that each of the Seller and the Servicer has complied with
all agreements and satisfied all conditions on its part to be performed or
satisfied under such agreements at or prior to the Closing Date, in the case of
the certificate from the Seller only, that no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are contemplated by the Commission, and
(ii) since , 200 , except as may be disclosed in the Prospectus or in such
certificate, no material adverse change, or any development involving a
prospective material adverse change, in or affecting particularly the business
or properties of the Trust, the Company, the Seller or the Servicer, as
applicable, has occurred.
(q) Each class of the Senior Notes shall be rated ______by _____________
and ________ by ____________________and the Subordinate Notes shall be rated
_______ by _________ and _______ by _____. Neither of _______ nor _____shall
have placed any Notes under surveillance or review with possible negative
implications.
(r) The issuance of the Notes shall not have resulted in a reduction or
withdrawal by any Rating Agency of the current rating of any outstanding
securities issued or originated by the Seller or any of its affiliates.
The Seller will provide or cause to be provided to the Representative such
conformed copies of such of the foregoing opinions, certificates, letters and
documents as the Representative reasonably requests.
7. Indemnification and Contribution. (a) The Seller will indemnify and hold
each Underwriter harmless against any losses, claims, damages or liabilities to
which such Underwriter 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 or alleged untrue statement
of any material fact contained in the Registration Statement, the preliminary
Base Prospectus, the Preliminary Prospectus Supplement (if any), the Base
Prospectus or the Prospectus or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the Seller will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the Seller
by any Underwriter specifically for use therein.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Seller against any losses, claims, damages or liabilities to
which the Seller 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 or alleged untrue statement of any
material fact contained in the Registration Statement, the preliminary Base
15
Prospectus, the Preliminary Prospectus Supplement (if any), the Base Prospectus
or the Prospectus or any amendment or supplement thereto or arise out of or are
based upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information relating to such
Underwriter furnished to the Seller by such Underwriter through the
Representative specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by the Seller in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof and approval by the indemnified party of the counsel appointed
by the indemnifying party, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. In no event shall the
indemnifying party be liable for fees and expenses for more than one counsel
separate from its own counsel for all indemnified parties in connection with any
one action or related actions in the same jurisdiction arising out of the same
general allegations or circumstances unless any such indemnified party shall
have been advised by such counsel that there may be one or more legal defenses
available to it which are different from or additional to or in conflict with
those available to the other indemnified parties and in the reasonable judgment
of such cor such indemnified party to employ separate counsel. An indemnifying
party will not, without the prior written consent of the indemnified party,
settle or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent (1) includes an unconditional
release of each indemnified party from all liability arising out of such claim,
action, suit or proceeding and (2) does not include a statement as to or
admission of, fault, exculpability or a failure to act by or on behalf of an
indemnified party.
(d) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Seller on the
one
16
hand and the Underwriters on the other from the offering of the Notes or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Seller on the
one hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities as well
as any other relevant equitable considerations. The relative benefits received
by the Seller on the one hand and the Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) of the Notes received by the Seller bear to the total
underwriting discounts and commissions applicable to the Notes received by the
Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Seller or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the underwriting discount or commission applicable
to the Notes underwritten by it exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untru statement
or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The obligations of each of the Underwriters to contribute are
several in proportion to their respective underwriting obligations and are not
joint.
(e) The obligations of the Seller under this Section shall be in addition
to any liability which the Seller may otherwise have and shall extend, upon the
same terms and conditions, to each Person, if any, who controls any Underwriter
within the meaning of the Act or the Exchange Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Seller, to each officer of the Seller
who has signed the Registration Statement and to each Person, if any, who
controls the Seller within the meaning of the Act or the Exchange Act.
8. Default of Underwriters. If any Underwriter participating in the
offering of the Notes defaults in its obligation hereunder to purchase the
aggregate principal amounts of the classes of the Notes set forth in Schedule I
hereto and the aggregate principal amount of such Notes which such defaulting
Underwriter agreed, but failed, to purchase does not exceed 10% of the total
principal amount of the Notes, the Representative may make arrangements
satisfactory to the Seller for the purchase of such Notes by other Persons, but
if no such arrangements are made within a period of 36 hours after the Closing
Date, the non-defaulting Underwriters shall be obligated, in proportion to their
respective total commitment hereunder, to purchase the Notes which such
defaulting Underwriter agreed but failed to purchase. If any Underwriter so
defaults and the aggregate principal amount of Notes with respect to which such
default occurs is more than
17
10% of the total principal amount of the Notes and arrangements satisfactory to
the Representative and the Seller for the purchase of such Notes by other
Persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of the non-defaulting Underwriters or
the Seller, except as provided in Section 9. As used in this Agreement, the term
"Underwriter" includes any Person substituted for any Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.
9. Survival of Representations and Obligations. The respective indemnities,
agreements, representations, warranties and other statements of the Seller or
its officers and of the several Underwriters set forth in or made pursuant to
this Agreement or contained in certificates of officers of the Seller submitted
pursuant hereto shall remain operative and in full force and effect, regardless
of any investigation or statement as to the results thereof, made by or on
behalf of any Underwriter, the Seller or any of their respective
representatives, officers or directors or any controlling Person, and will
survive delivery of and payment for the Notes. If for any reason the purchase of
the Notes by the Underwriters is not consummated, the Seller shall remain
responsible for the expenses to be paid or reimbursed by the Seller pursuant to
Section 5 hereof and the respective obligations of the Seller and the
Underwriters pursuant to Section 7 hereof shall remain in effect. If for any
reason the purchase of the Notes by the Underwriters is not consummated (other
than because of a failure to satisfy the conditions set forth in items (iii),
(v) and (vi) of Section 6(d) hereof), the Seller will reimburse the Underwriters
for all out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the Notes.
10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telecopied and confirmed to
the Representative at _________________________, Indianapolis, Indiana ________,
Attention: _______________; if sent to the Seller, will be mailed, delivered or
telecopied, and confirmed to the Seller at _________________________,
_________________________, _______________, ________, Attention:
_______________; provided, however, that any notice to an Underwriter pursuant
to ________ _______ Section 7 hereof will be mailed, delivered or telecopied and
confirmed to such Underwriter. Any such notice will take effect at the time of
receipt.
11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling Persons referred to in Section 7 hereof, and no other
Person will have any right or obligations hereunder.
12. Representation of Underwriters. The Representative shall act for the
several Underwriters in connection with this financing, and any action taken by
the Representative will be binding upon all the Underwriters.
13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
18
14. Applicable Law. This Agreement will be governed by, and construed in
accordance with, the laws of the State of Indiana without regard to the
conflicts of law principles thereof.
If the foregoing is in accordance with the Representative's understanding
of our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding Underwriting Agreement between the Seller and
the several Underwriters in accordance with its terms.
Very truly yours,
UNITED FIDELITY FINANCE, LLC
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
The foregoing Note Underwriting Agreement is hereby confirmed and accepted as of
the date first written above.
CITY SECURITIES CORPORATION
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
19
SCHEDULE I
Underwriter Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes Class B Notes
-----------
City Securities Corporation
Principal Amount of the Notes
Interest Rates:
Price to Public
Underwriting Discount and Commissions % % % % %
Purchase Price $ $ $ $ $
I-1
APPENDIX A
[See Section II to the Trust and Servicing Agreement]