EXHIBIT 1.2
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ML ASSET BACKED CORPORATION
(Depositor)
Xxxxxxx Auto Trust Securitization 2007-1
TERMS AGREEMENT
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June 8, 2007
To: ML Asset Backed Corporation, as Depositor under the Sale and Servicing
Agreement dated as of May 31, 2007 (the "Sale and Servicing
Agreement"). Capitalized terms used herein but not otherwise defined
shall have the meanings ascribed thereto in the Sale and Servicing
Agreement.
Re: Underwriting Agreement dated June 8, 2007.
Title: Merrill Auto Trust Securitization Asset-Backed Notes,
----- Series 2007-1.
Principal Amount: $772,312,000
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Terms of the Notes:
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Original
Class Principal Amount Interest Rate
-------- ------------------ ------------------------------
A-1 $167,100,000 5.3469%
A-2 $156,000,000 5.43%
A-3 $174,000,000 One Month LIBOR plus 0.0500%
A-4 $187,630,000 One Month LIBOR plus 0.0600%
B $51,753,000 5.79%
C $35,829,000 5.96%
Ratings:
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Class Xxxxx'x Fitch Standard & Poor's
-------------- --------------- ---------------- --------------------------
A-1 P-1 F1+ A-1+
A-2 Aaa AAA AAA
A-3 Aaa AAA AAA
A-4 Aaa AAA AAA
B A2 A A
C NR BBB BBB
Terms of Sale: The purchase price payable by the Underwriters for the
Offered Securities is $769,715,141.21 plus accrued interest, if any, at the
related Interest Rate from the date of initial issuance.
Payment of the purchase price shall be in immediately available Federal
funds wired to such bank as may be designated by the Depositor.
Underwriting Breakdown:
Class A-1 Class A-2 Class A-3 Class A-4 Class B Class C
Underwriter Notes Notes Notes Notes Notes Notes
----------- -------------- -------------- -------------- -------------- ------------- -------------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ............ $152,100,000 $141,900,000 $158,400,000 $170,830,000 $51,753,000 $35,829,000
Citigroup Global Markets Inc......... $5,000,000 $4,700,000 $5,200,000 $5,600,000 N/A N/A
X.X. Xxxxxx Securities Inc........... $5,000,000 $4,700,000 $5,200,000 $5,600,000 N/A N/A
Wachovia Capital Markets, LLC ....... $5,000,000 $4,700,000 $5,200,000 $5,600,000 N/A N/A
Total............................. $167,100,000 $156,000,000 $174,000,000 $187,630,000 $51,753,000 $35,829,000
Underwriting Commissions:
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Notwithstanding anything to the contrary in the Underwriting Agreement, no
additional underwriting commission shall be payable by the Depositor to the
Underwriters in connection with the purchase of the Notes.
Public offering price and/or method of determining price at which the
Underwriters will sell, and underwriting discounts for the Notes:
Underwriting
Price to Public Discounts
----------------- --------------
Class A-1: 100.00000% 0.10000%
Class A-2: 99.99964% 0.13000%
Class A-3: 100.00000% 0.17000%
Class A-4: 100.00000% 0.22000%
Class B: 99.99632% 0.33000%
Class C: 99.99496% 0.40000%
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Information Furnished by the Underwriters
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For purposes of Section 1(a)(i) and Section 8 of the Underwriting Agreement
the information in the Prospectus (or any amendment thereto), or any preliminary
prospectus or the Registration Statement (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Depositor by the Underwriters shall be limited to the following: the
third and fourth paragraphs under the heading "Underwriting" in the prospectus
supplement.
Loans: The motor vehicle installment sales contracts sold by the Seller to
the Depositor pursuant to the Receivables Purchase Agreement, dated as of May
31, 2007, between the Depositor, as purchaser, and MLBUSA, as seller, and
conveyed by the Depositor to the Trust pursuant to the Sale and Servicing
Agreement, are more fully described in Exhibit A to the Sale and Servicing
Agreement.
Payment Dates: The 15th day (or, if such day is not a business day, the
next succeeding business day) of each month, commencing with July 16, 2007.
Delivery Date and Location: 10:00 a.m., New York time, on or about June 11,
2007, or at such other time not later than seven full business days thereafter
as may be agreed upon, at the offices of Sidley Austin LLP at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon, it will become a
binding agreement among the Depositor and the several Underwriters in accordance
with its terms.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED,
as Representative of the several Underwriters
By: /s/ Xxxxxxxxx Xxxxxx
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Name: Xxxxxxxxx Xxxxxx
Title: Authorized Signatory
CONFIRMED AND ACCEPTED
as of the date first written:
ML ASSET BACKED CORPORATION,
as Depositor
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: President
Terms Agreement
