OAKWOOD MORTGAGE INVESTORS, INC.
PASS-THROUGH CERTIFICATES
TERMS AGREEMENT
Dated: October 18, 1996
To: Oakwood Mortgage Investors, Inc. (the "Company")
Oakwood Acceptance Corporation ("OAC")
Re: Underwriting Agreement Standard Provisions dated
June 1995 (the "Standard Provisions")
Series
Designation: Pass-Through Certificates, Series 1996-C, Classes X-0, X-0, X-0,
X-0, X-0, X-0, X-0, X-0, X and R (collectively, the
"Certificates"). The Classes X-0, X-0, X-0, X-0, X-0, and A-6
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 CS First
Boston Corporation and Xxxxxxx, Xxxxx & Co. (the "Underwriters"), and the
Underwriters hereby severally agree to purchase from the Company, on
October 24, 1996, 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 October 1, 1996,
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 October 1, 1996 among the Company, OAC, as servicer (the "Servicer") and
PNC Bank, National Association, as Trustee (the "Trustee"), which incorporates
by reference the Company's Standard Terms to Pooling and Servicing Agreement
(November 1995 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 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 October 18, 1996, relating
to the Underwritten Certificates (the "Prospectus Supplement").
The Company and the Servicer specifically convenant 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 the Closing
Date.
REGISTRATION STATEMENT: References in the the Standard Provisions to the
Registration Statement shall be deemed to include registration statement
No. 33-99320.
INITIAL AGGREGATE SCHEDULED PRINCIPAL BALANCE OF ASSETS: Approximately
$270,791,224.
CUT-OFF DATE: October 1, 1996.
TERMS OF THE CERTIFICATES:
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate Fitch S&P Price
A-1 $50,300,000 (1) "AAA" "AAA" 99.675000%
A-2 $46,970,000 6.45% per annum "AAA" "AAA" 99.518750%
A-3 $35,400,000 6.75% per annum "AAA" "AAA" 99.612500%
A-4 $20,900,000 7.00% per annum "AAA" "AAA" 99.456250%
A-5 $55,614,000 7.35% per annum "AAA" "AAA" 99.659375%
A-6 $23,695,000 7.65% per annum "AA-" "AA" 99.346875%
(1) The Pass-Through Rates for the Class A-1 Certificates will equal the lesser
of the One-Month LIBOR plus 0.11%, or the Weighted Average Net Asset Rate.
2
SUBORDINATION FEATURES: The Class A-6 Certificates will be subordinated to the
Class X-0, Xxxxx X-0, Class A-3, Class A-4 and Class A-5 Certificates as
described in the Prospectus Supplement.
RESERVE FUNDS: A Reserve Fund, a Class A-6 Liquidity Account and a Class B
Liquidity Account will be established and maintained 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 November, 1996.
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 initial
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 Underwriten Certificates will be issued in book-entry
form in minimum denominations of $25,000 and integral multiples of $1,000 in
excess thereof, except that one Certificate of each Class of the Underwritten
Certificates may be issued in a different denomination.
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 October 24, 1996, at
the offices of Hunton & Xxxxxxxx, Riverfront Plaza, East Tower, 000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000-0000. The Company will deliver the Underwritten
Certificates 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.
3
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
(i) any information attached hereto as Exhibit 1 constitutes all "Collateral
Term Sheets" (as such term is defined in the no-action letters addressed to
Xxxxxx, Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994, and to the
Public Securities Association dated February 17, 1995 (collectively, the
"PSA Letters")) disseminated by it in connection with the Underwritten
Certificates and (ii) any information attached hereto as Exhibit 2 constitutes
all "Structural Term Sheets" and "Computational Materials" 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 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 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 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 any Underwriter in writing or through electronic transmission) and
agrees to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by it in connection with investigating or defending or
preparing to defend any such loss, claim, damage, liability or action as such
expenses are incurred. The obligations of any Underwriter under this paragraph
shall be in addition to any liability which such Underwriter may otherwise have.
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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 EACH UNDERWRITER: It is understood and agreed that
the information set forth under the heading "Underwriting" in the Prospectus
Supplement and the sentence regarding each Underwriter's intention to establish
a market in the Underwritten Certificates on the Cover Page of the Prospectus
Supplement is the only information furnished by the Underwriters for inclusion
in the Registration Statement and the Final Prospectus.
TRUSTEE: PNC Bank, 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 WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
NOTICES: All communications hereunder will be in writing and effective only
upon receipt and, if sent to the Underwriters, will be mailed, delivered or
telegraphed and confirmed to the Underwriters at:
CS First Xxxxxx Xxxxxxxxxxx
Xxxx Xxxxxx Xxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X'Xxxxxxxx
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. May
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REQUEST FOR OPINIONS: (a) The Company and OAC hereby request and authorize
Hunton & Xxxxxxxx and Kennedy, Covington, Xxxxxxx & Xxxxxxx, as their counsel
in this transaction, to issue on behalf of the Company and OAC, such legal
opinions to the Underwriters, their respective counsel, the Trustee and the
Rating Agencies as may be required by any and all documents, certificates or
agreements executed in connection with this Agreement.
(b) The Underwriters hereby request and authorize Xxxxxxx Xxxxxxx & Xxxxxxxx,
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
Xxxxxxx Xxxxxxx & Xxxxxxxx such documents as they may request for the purpose
of enabling them to pass upon such matters.
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Each Underwriter agrees, subject to the terms and provisions of the Standard
Provisions, a copy of which is attached hereto, and which is incorporated by
reference herein in its entirety and made a part hereof to the same extent as if
such provisions had been set forth in full herein, to purchase the Underwritten
Certificates.
CS FIRST BOSTON CORPORATION
By: (Signature of Xxxxxxx X'Xxxxxxxx)
Name: __________________________
Title: _________________________
XXXXXXX, XXXXX & CO.
(Signature of
Xxxxxxx, Sachs & Co.)
Accepted and acknowledged
As of the Date First
Above Written:
OAKWOOD MORTGAGE INVESTORS, INC.
By: (Signature of Xxxxxxx X. Xxxx)
Name: Xxxxxxx X. Xxxx (handwritten)
Title: Vice President (handwritten)
OAKWOOD ACCEPTANCE CORPORATION
By: (Signature of Xxxxxxx X. Xxxx)
Name: Xxxxxxx X. Xxxx (handwritten)
Title: Vice President (handwritten)
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SCHEDULE A
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates
Class A-1 Class A-2 Class A-3
CS First Boston Corporation $25,150,000 $23,485,000 $17,700,000
Xxxxxxx, Xxxxx & Co. $25,150,000 $23,485,000 $17,700,000
Total $50,300,000 $46,970,000 $35,400,000
Class A-4 Class A-5 Class A-6
CS First Boston Corporation $10,450,000 $27,807,000 $11,847,500
Xxxxxxx, Sachs & Co. $10,450,000 $27,807,000 $11,847,500
Total $20,900,000 $55,614,000 $23,695,000
