EXHIBIT 1.1
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES
2001-E TERMS AGREEMENT
Dated: November 30, 2001
To: Oakwood Mortgage Investors, Inc. (the "Company")
Oakwood Acceptance Corporation, LLC
Re: Underwriting Agreement Standard Provisions dated
December 2001 (the "Standard Provisions")
Series Designation: Senior/Subordinated Pass-Through Certificates,
Series 2001-E, Classes X-0, X-0, X-0, X-0, A-IO, X-0, X-0, X-0, X-0, X and R
(collectively, the "Certificates"). The Class X-0, X-0, X-0, X-0, A-IO, M-1, M-2
and B-1 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 and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
(the "Underwriters" and each, an "Underwriter"), and each Underwriter hereby
severally agrees to purchase from the Company, on December 7, 2001, the
aggregate Certificate Principal Balance (or, in the case of the Class A-IO
Certificates, percentage of the Notional Principal Amount) of the Underwritten
Certificates set forth opposite such Underwriter's name on Schedule A hereto, at
the purchase price and on the terms set forth below; provided, however, that the
obligations of each Underwriter 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
November 1, 2001, by and between the Company and OMI Note Trust 2001-A, the
Servicer's Representations and Warranties Agreement (the "Servicer's
Representations Agreement") dated as of November 1, 2001, by and between the
Company and Oakwood Acceptance Corporation, LLC, a Delaware limited liability
company (formerly Oakwood Acceptance Corporation), 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 November 1, 2001 among the Company, OAC, as servicer (the
"Servicer"), and JPMorgan Chase Bank, as trustee (the "Trustee"), which
incorporates by reference the Company's Standard Terms to Pooling and Servicing
Agreement (September 2001 Edition) (collectively, the "Pooling and Servicing
Agreement"). The Certificates will represent in the aggregate the entire
beneficial ownership
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interest in the assets of the Trust which will consist primarily of (i)
manufactured housing installment sales contracts secured by security interests
in manufactured homes and, with respect to certain of the contracts, secured by
liens on the real estate on which the related manufactured homes are located
(the "Contracts"), and (ii) mortgage loans secured by liens on the real estate
to which the related manufactured homes are deemed permanently affixed (the
"Mortgage Loans" and, together with the Contracts and amounts in the pre-funding
account described in the Pooling and Servicing Agreement, the "Assets"), in each
case having the characteristics described in the prospectus supplement dated
November 30, 2001, 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.
333-70496.
Aggregate Scheduled Principal Balance of Assets: Approximately
$107,947,517 and the Pre-Funded Amount of $41,309,750.
Cut-Off Date with Respect to the Assets Transferred to the Trust on the
Closing Date: November 1, 2001.
Terms of the Underwritten Certificates
===============================================================================================================
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate(1) S&P Xxxxx'x Price (2)
----------- ------ ------- ----------- ---------
A-1 $39,400,000 One-Month LIBOR + AAA Aaa 99.780000%
0.30%
A-2 $34,300,000 5.05% AAA Aaa 99.700000%
A-3 $10,500,000 5.69% AAA Aaa 99.675000%
A-4 $36,287,000 6.81% AAA Aaa 99.575000%
A-IO (3) 6.00% AAA Aaa 23.684900%
M-1 $16,352,000 7.56% AA Aa3 99.525000%
M-2 $12,909,000 8.76%(4) A A3 99.520000%
B-1 $9,467,000 7.50% BBB Baa3 94.649500%
===============================================================================================================
(1) The Pass-Through Rate for each Class of Certificates other than the Class
A-IO Certificates is capped at the Weighted Average Net Asset Rate, reduced
for amounts payable on the Class A-IO Certificates, as more fully described
in the Pooling and Servicing Agreement.
2001-E Terms Agreement
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(2) Purchase Prices have been calculated before deducting expenses payable by
the Company, estimated to be approximately $400,000.
(3) The Class A-IO Certificates will receive distributions of interest only,
based on a notional principal amount. The notional principal amount will
initially equal $57,400,000 and will decrease according to schedule set forth in
"Description of the Offered Certificates -- Distributions--Interest--Class A-IO
Certificate Notional Principal Balance Schedule" in the Prospectus Supplement,
subject to the conditions set forth in the Prospectus Supplement.
(4) If, on any distribution date, 8.76% exceeds the weighted average net asset
rate, reduced for distributions of interest made to the class A-IO certificates,
the amount of any related shortfall, plus interest accrued on that shortfall,
will be carried forward and distributed to the holders of the class M-2
certificates, subject to certain limitations described in the prospectus
supplement, on that distribution date or a later distribution date.
Subordination Features: The Class M-1 Certificates will be subordinated
to the Class X-0, Xxxxx X-0, Class A-3, Class A-4 and Class A-IO Certificates;
the Class M-2 Certificates will be subordinated to the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-IO and Class M-1 Certificates; and the Class B-1
Certificates will be subordinated to the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-IO, Class M-1 and Class M-2 Certificates, all as more fully
described in the Prospectus Supplement.
Distribution Dates: Each Distribution Date shall be the fifteenth day
of each month, or if such day is not a business day, on the next succeeding
business day, commencing in December 2001.
REMIC Election: An election will be made to treat some or all of the
assets of the Trust (other than the Pre-Funding Account, the Capitalized
Interest Account and amounts on deposit therein) as one or more real estate
mortgage investment conduits for federal income tax purposes (the "REMIC"). The
Class A-1, Class A-2, Class A-3, Class A-4, Class A-IO, Class M-1, Class M-2,
Class B-1, Class B-2 and Class X Certificates will be designated as "regular
interests" in a REMIC. The Class R Certificates will be designated as the sole
class of "residual interests" in each of the issuing REMIC, the intermediate
REMIC and the pooling REMIC for federal income tax purposes.
Purchase Price: Each Underwriter has severally agreed to purchase each
Class of Underwritten Certificates set forth opposite its name on Schedule A
hereto from the Company for the respective purchase prices set forth in the
table above as percentages of the Certificate Principal Balance or Notional
Principal Amount, as the case may be, 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 and the trustee fee 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 December 7, 2001,
at the offices of Hunton & Xxxxxxxx, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X.
00000-0000. The
2001-E Terms Agreement
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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 Prospectus and the Prospectus
Supplement.
Controlling Agreement: This Terms Agreement, together with the Standard
Provisions, 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 purchase 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 Pooling and Servicing
Agreement or, if not defined therein, in the Prospectus Supplement.
Computational Materials: Each Underwriter hereby severally represents
and warrants that any information attached hereto as Exhibit 1 constitutes all
"Collateral Term Sheets" and "Computational Materials" (as such terms are
defined in the no-action letters addressed to Xxxxxx, Peabody Acceptance
Corporation I, et al. dated May 20, 1994 and to the Public Securities
Association dated February 17, 1995 (collectively, the "PSA Letters")) and all
"Structural Term Sheets" and "Series Term Sheets" (as such terms are defined in
the no-action letter addressed to Greenwood Trust Company, Discover Card Master
Trust I dated April 5, 1996) disseminated by it in connection with the
Underwritten Certificates.
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 severally
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") (each, an "indemnified party"), 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
2001-E Terms Agreement
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for any losses, claims, damages or liabilities, or actions in respect thereof to
the extent any such untrue statement or alleged untrue statement or omission or
alleged omission 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 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 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 Underwritten 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 thereof relating to
estimated fees and expenses) is the only information furnished by the
Underwriters for inclusion in the Registration Statement, the Prospectus or the
Prospectus Supplement.
Trustee: JPMorgan Chase Bank (formerly The Chase Manhattan Bank) 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 Certificates 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 State of New York.
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.
000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxxx X. Xxxxxx
2001-E Terms Agreement
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Oakwood Acceptance Corporation, LLC
0000 XxXxxxx Xxxx (27409-9634)
X.X. Xxx 00000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxxxx Xxxx
Credit Suisse First Boston Corporation
Eleven Madison Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X'Xxxxxxxx
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
000 Xxxxx Xxxxxx
World Financial Center, Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Request for Opinions:
(a) The Company and OAC hereby request and authorize Hunton & Xxxxxxxx,
Xxxxxxx & Xxxxxxx, Chtd. and Xxxxxxx X. Xxxxx, Xx., 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 Xxxxxxx Xxxxxxx &
Xxxxxxxx, as their special counsel in this transaction, to issue to the
Underwriters such legal opinions as it may require, and the Company shall have
furnished to Xxxxxxx Xxxxxxx & Xxxxxxxx such documents as they may request for
the purpose of enabling them to pass upon such matters.
2001-E Terms Agreement
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Each Underwriter agrees, subject to the terms and provisions hereof and
of the Pooling and Servicing Agreement, 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/ Xxxx Xxxxxxx
-------------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Authorized Signatory
Accepted and acknowledged
As of the Date First
Above Written:
OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
OAKWOOD ACCEPTANCE CORPORATION, LLC
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
2001-E Terms Agreement
SCHEDULE A
Underwritten Certificates
Class A-1 Class A-2 Class A-3 Class A-4
--------- --------- --------- ---------
Credit Suisse First Boston Corporation $31,520,000 $27,440,000 $8,400,000 $29,030,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated $ 7,880,000 $ 6,860,000 $ 2,100,000 $ 7,257,000
Class M-1 Class M-2 Class B-1
--------- --------- ---------
Credit Suisse First Boston Corporation $ 13,082,000 $ 10,328,000 $ 7,574,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated $ 3,270,000 $ 2,581,000 $ 1,893,000
Class A-IO
----------
Credit Suisse First Boston Corporation 100%
