OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES
1999-C TERMS AGREEMENT
Dated: June 25, 1999
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-C, Classes ▇-▇, ▇-▇,
▇-▇, ▇-▇, ▇-▇, ▇-▇, X and R (collectively, the "Certificates"). The Classes ▇-▇,
▇-▇, ▇-▇ and M-2 and 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, Banc of America Securities LLC and First Union Capital
Markets Corp. (the "Underwriters"), and the Underwriters hereby agree to
purchase from the Company, on June 30, 1999, 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 Underwriters are subject to: (i) receipt by the Company of
the ratings on the Certificates as set forth herein, (ii) receipt by the
Underwriters of the Sales Agreement (the "Sales Agreement"), dated as of June 1,
1999 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
Underwriters.
The Certificates will be issued by a trust (the "Trust") to be
established by the Company pursuant to a Pooling and Servicing Agreement, to be
dated as of June 1, 1999 among the Company, OAC, as servicer (the "Servicer")
and The 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"). 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 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 final Prospectus Supplement, dated June 25,
1999, relating to the Underwritten Certificates (the "Prospectus Supplement").
The Company and the Servicer specifically covenant to make available on
the Closing Date for sale, transfer and assignment to the Trust, Assets having
the characteristics described in the Prospectus Supplement; provided, however,
that there may be nonmaterial variances from the description of the Assets in
the Prospectus Supplement and the Assets actually delivered on such dates.
REGISTRATION STATEMENT: References in the Standard Provisions to the
Registration Statement shall be deemed to include registration statement No.
333-72621.
SCHEDULED PRINCIPAL BALANCE OF ASSETS: $320,093,916.36.
CUT-OFF DATE WITH RESPECT TO THE ASSETS: June 1, 1999.
TERMS OF THE CERTIFICATES:
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Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate Fitch S&P Price
------------------------ ---------------------- ----------------------- --------------------- ----------------------
A-1 $72,200,000 (1) "AAA" "AAA" 99.900000%
A-2 $174,270,000 7.475% per annum "AAA" "AAA" 99.730516%
M-1 $20,808,000 (2) "AA" "AA" 99.353234%
M-2 $16,004,000 (3) "A" "A" 98.964955%
======================== ====================== ======================= ===================== ======================
(1) The Pass-Through Rate for the Class A-1 Certificates will be the per
annum rate equal to the lesser of One-Month LIBOR, plus 0.18%, and the
Weighted Average Net Asset Rate.
(2) The Pass-Through Rate for the Class M-1 Certificates will equal the
lesser of 8.070% per annum and the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate for the Class M-2 Certificates will equal the
lesser of 8.750% per annum and the Weighted Average Net Asset Rate.
SUBORDINATION FEATURES: The Class M-1 (together with the Class M-2
Certificates, collectively, the "Class M Certificates") will be subordinated to
the Class A-1 and Class A-2, (collectively, the "Class A Certificates"), the
Class M-2 Certificates will be subordinated to the Class A certificates and the
Class M-1 Certificates, all as described in the 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, commencing in July.
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 Underwriters have severally 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 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 June 30, 1999, at
the offices of Hunton & ▇▇▇▇▇▇▇▇, Riverfront Plaza, East Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. The Company will deliver the Underwritten
Certificates to the Underwriters in book-entry form only, through the same-day
funds settlement system of The Depository Trust Company on the Closing Date.
DUE DILIGENCE: At any time prior to the Closing Date, the Underwriters
have the right to inspect the Asset Files and the related loan origination
procedures and to confirm the existence of the related manufactured homes or
mortgaged properties to ensure conformity with the Final Prospectus and the
Prospectus Supplement.
CONTROLLING AGREEMENT: This Terms Agreement sets forth the complete
agreement among the Company, OAC and the Underwriters and fully supersedes all
prior agreements, both written and oral, relating to the 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: Each 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 them 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 each Underwriter, the term "Derived
Information" means such information, if any, in the Series Term Sheets,
Collateral Term Sheets, Structural Term Sheets and/or Computational Materials
that is not contained in either (i) the Prospectus taking into account
information incorporated therein by reference (other than information
incorporated by reference from the Series Term Sheets, Collateral Term Sheets,
Structural Term Sheets and/or Computational Materials) or (ii) any computer tape
furnished by the Company (the "Computer Tape"). Each Underwriter agrees,
assuming (i) all information provided by the Company (including the Computer
Tape) is accurate and complete in all material respects and (ii) the Company's
independent public accountants have determined that the Derived Information
agrees with the Computer Tape, to indemnify and hold harmless the Company, each
of the Company's officers and directors and each person who controls the Company
within the meaning of Section 15 of the Securities Act of 1933, as amended (the
"Act"), against any and all losses, claims, damages or liabilities, joint or
several, to which they may become subject under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement of a material fact contained
in the Derived Information prepared by such Underwriter and incorporated by
reference into the Registration Statement, or arise out of or are based upon the
omission or alleged omission to state in such Derived Information a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, (except that no such indemnity shall be available for any
losses, claims, damages or liabilities, or actions in respect thereof to the
extent any such untrue statement or alleged untrue statement therein results
directly from an error in the information on the Computer Tape or in any other
information concerning the Mortgage Loans or the Contracts provided by the
Company to the Underwriters in writing or through electronic transmission) and
agree to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by it in connection with investigating or defending or
preparing to defend any such loss, claim, damage, liability or action as such
expenses are incurred. The obligations of an Underwriter under this paragraph
shall be in addition to any liability which such Underwriter may otherwise have.
Notwithstanding the provisions of this paragraph, no Underwriter shall be
required to pay any amount with respect to the indemnities provided hereunder in
excess of the underwriting discount or commission applicable to the Certificates
purchased by it hereunder.
INFORMATION PROVIDED BY THE UNDERWRITERS: It is understood and agreed
that the information set forth under the heading "Underwriting" in the
Prospectus Supplement (except for the last paragraph relating to the estimated
fees and expenses) is the only information furnished by the Underwriters for
inclusion in the Registration Statement and the Final Prospectus.
TRUSTEE: The Chase Manhattan Trust Company, National Association will
act as Trustee of the Trust.
BLUE SKY QUALIFICATIONS: The Underwriters specify no jurisdictions and
the parties do not intend to qualify the Underwritten 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 Underwriters an
opinion of counsel pursuant to Section 6(d)(iii) of the Standard Provisions with
respect to the State of North Carolina and the 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.
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: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
Banc of America Securities LLC
NationsBanc Corporate Center
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
First Union Capital Markets Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
REQUEST FOR OPINIONS: (a) The Company and OAC hereby request and
authorize Hunton & ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Chtd. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Esq., as their counsel in this transaction, to issue on behalf of the Company
and OAC, such legal opinions to the Underwriters, their counsel, the Trustee and
the Rating Agencies as may be required by any and all documents, certificates or
agreements executed in connection with this Agreement.
(b) Each Underwriter hereby requests and authorizes ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, as their special counsel in this transaction, to issue to the
Underwriters such legal opinions as they 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.
Each Underwriters 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: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Director
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BANC OF AMERICA SECURITIES LLC
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
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Title: Principal
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FIRST UNION CAPITAL MARKETS CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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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: Secretary
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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 ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-1 and Class M-2 Certificates
Class A-1 Class A-2
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Credit Suisse First Boston Corporation $43,320,000 $104,563,000
Banc of America Securities LLC $18,050,000 $ 43,567,000
First Union Capital Markets Corp. $10,830,000 $ 26,140,000
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Total $72,200,000 $174,270,000
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Class M-1 Class M-2
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Credit Suisse First Boston Corporation $12,485,000 $ 9,603,000
Banc of America Securities LLC $ 5,202,000 $ 4,001,000
First Union Capital Markets Corp. $ 3,121,000 $ 2,400,000
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Total $20,808,000 $16,004,000
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