FORM OF AGREEMENT TO ACT AS "QUALIFIED INDEPENDENT UNDERWRITER"
METROPOLITAN MORTGAGE & SECURITIES CO., INC.
Investment Debentures, Series III
This agreement made as of the ____ day of ________, by and between
Metropolitan Mortgage & Securities Co., Inc., a Washington corporation
("Metropolitan"), Metropolitan Investment Securities, Inc., a Washington
corporation ("MIS"), and WELCO SECURITIES, INC., a Nevada corporation
("WELCO").
WITNESSETH:
WHEREAS, Metropolitan intends to offer $100,000,000 in Investment
Debentures Series III (hereinafter referred to as "Debentures"), which will be
offered in reliance on a registration statement filed on Form S-2, bearing SEC
file number ___________________; and,
WHEREAS, MIS, a broker/dealer and affiliate of Metropolitan and a member
of the National Association of Securities Dealers ("NASD"), will be engaged as
the sole managing agent for Metropolitan; and,
WHEREAS, pursuant to subparagraph (c) of Rule 2720 of the NASD, MIS, as
a NASD member, may participate in such underwriting only if the yield at which
the Debentures offered to the public is not lower than the yield recommended
by a "Qualified Independent Underwriter" as that term is defined in Rule 2720
subparagraph (b)(15) of the NASD, and who participates in the preparation of
the registration statement and prospectus relating to the offering and
exercises customary standards of due diligence, with respect thereto; and,
WHEREAS, this agreement ("Agreement") describes the terms on which
Metropolitan is retaining WELCO to serve as such a "Qualified Independent
Underwriter" in connection with this offering of Debentures;
NOW, THEREFORE, in consideration of the recitations set forth above, and
the terms, promises, conditions, and covenants herein contained, the parties
hereby contract and agree as follows:
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DEFINITIONS
As hereinafter used, except as the context may otherwise require, the
term "Registration Statement" means the registration statement on Form S-2
(including the related preliminary prospectus, financial statements, exhibits
and all other documents to be filed as a part thereof or incorporated therein)
for the registration of the offer and sale of the debentures under the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(the "Act") filed with the Securities and Exchange Commission (the
"Commission"), and any amendment thereto, and the term "Prospectus" means the
prospectus including any preliminary or final prospectus (including the form
of prospectus to be filed with the Commission pursuant to Rule 424(b) under
the Act) and any amendment or supplement thereto, to be used in connection
with the offering.
1. Rule 2720 REQUIREMENT.
WELCO hereby confirms its agreement as set forth in subparagraph
15(g) of Rule 2720 of the Bylaws of the NASD and represents that,
as appropriate, WELCO satisfies or at the times designated in such
paragraph (l5) satisfies the other requirements set forth therein
or will receive an exemption from such requirements from the NASD.
2. CONSENT.
WELCO hereby consents to be named in the Registration Statement
and Prospectus as having acted as a "Qualified Independent
Underwriter" solely for the purposes of Rule 2720 referenced
herein. Except as permitted by the immediately preceding sentence
or to the extent required by law, all references to WELCO in the
Registration Statement or Prospectus or in any other filing,
report, document, release or other communication prepared, issued
or transmitted in connection with the offering by Metropolitan or
any corporation controlling, controlled by or under common control
with Metropolitan, or by any director, officer, employee,
representative or agent of any thereof, shall be subject to
WELCO's prior written consent with respect to form and substance.
3. PRICING FORMULA AND OPINION.
WELCO agrees to render a written opinion as to the yields below
which Metropolitan's Debentures may not be offered based on the
pricing formula that is set forth in Schedules "A" and "B," copies
of which are attached
48
hereto, and incorporated herein by reference. It is understood
and agreed by WELCO that the securities to which this Agreement
relates will be offered on a continuous, best efforts basis by
MIS, as the managing agent, pursuant to the Selling Agreement in
effect between MIS and Metropolitan which are filed as exhibits to
the Registration Statement referred to above. Metropolitan,
through MIS, will continue to offer the debt securities according
to the terms and conditions of said agreement, including, without
limitation, Schedules "A" and B" in accordance with this
Agreement. WELCO reserves the right to review and amend its
opinion upon the filing of any post-effective amendment to this
Registration Statement or upon occurrence of any material event
which may or may not require such an amendment to be filed, or at
such time as the offering under this registration shall terminate
or otherwise lapse under operation of law.
4. FEES AND EXPENSE.
It is understood that Metropolitan shall reimburse WELCO for its
expenses on an accountable basis in the maximum amount $5,000.
Such expenses shall not include payment for salaries, supplies, or
similar expenses of WELCO incurred in the normal conduct of
business. It is further agreed that WELCO shall be paid a fee in
the amount of $65,000 payable as follows:
1) $32,500 payable at the time the pricing opinion is rendered,
at closing on the effective date of the registration, and
2) $3,250 payable monthly for ten consecutive months on the
first day of each month beginning March 1, 1998 provided that
Welco continues to serve as the "Qualified Independent
Underwriter" on each date a monthly payment is due.
5. MATERIAL FACTS.
Metropolitan represents and warrants to WELCO that at the time the
Registration Statement and, at the time the Prospectus is filed
with the Commission (including any preliminary prospectus and the
form of prospectus filed with the Commission pursuant to Rule
424(b)) and at all times subsequent thereto, to and including the
date on which payment for, and delivery of, the Debentures to be
sold in the Offering is made by the underwriter or underwriters,
as the case may be, participating in the Offering and by
Metropolitan (such date being referred to herein as the "Closing
Date"),
49
the Prospectus (as amended or supplemented if it shall have been
so amended or supplemented) will contain all material statements
which are required to be stated therein in accordance with the Act
and will conform to all other requirements of the federal
securities laws, and will not, on such date include any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading and that all contracts and documents
required by the Act to be filed or required as exhibits to said
registration statement have been filed. Metropolitan further
represents and warrants that any further filing, report, document,
release or communication which in any way refers to WELCO or to
the services to be performed by WELCO pursuant to this Agreement
will not contain any untrue or misleading statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading.
Metropolitan further warrants and represents that:
(a) All leases, contracts and agreements referred to in or
filed as exhibits to the Registration Statement to which
Metropolitan or its subsidiaries is a party or by which it
is bound are in full force and effect.
(b) Metropolitan has good and marketable title, except as
otherwise indicated in the Registration Statement and
Prospectus, to all of its assets and properties described
therein as being owned by it, free and clear of all liens,
encumbrances and defects except such encumbrances and
defects which do not, in the aggregate, materially affect
or interfere with the use made and proposed to be made of
such properties as described in the Registration Statement
and Prospectus; and Metropolitan has no material leased
properties except as disclosed in the Prospectus.
(c) Metropolitan is duly organized under the laws of the State
of Washington and, as of the effective date of the
Registration Statement and at Closing Metropolitan will be
validly existing and in good standing under the laws of the
State of Washington with full corporate power and authority
to own its properties and conduct its business to the
extent described in the Registration Statement and
Prospectus; Metropolitan is duly qualified to do
50
business as a foreign corporation and is in good standing
in all jurisdictions in which the nature of the business
transacted by it or its ownership of properties or assets
makes qualification necessary; the authorized and
outstanding capitalization of Metropolitan is as set forth
in the Prospectus and the description in the Prospectus of
the capital stock of Metropolitan conforms with and
accurately describes the rights set forth in the
instruments defining the same;
(d) Metropolitan is not in violation of its Certificate of
Incorporation or Bylaws or in default in the performance or
observance of any material obligation, agreement, covenant
or condition contained in any bond, debenture, note, or
other evidence of indebtedness, contract or lease or in any
indenture or loan agreement to which it is a party or by
which it is bound.
(e) The execution, delivery and performance of this Agreement
has been duly authorized by all necessary corporate action
on the part of Metropolitan and MIS and performance of the
foregoing agreement and the consummation of the
transactions contemplated thereby, will not conflict with
or result in a breach of any of the terms or constitute a
violation of the respective Certificates of Incorporation
or Bylaws of Metropolitan or MIS, or any deed of trust,
lease, sublease, indenture, mortgage, or other agreement or
instrument to which Metropolitan or MIS is a party or by
which either of them or their property is bound, or any
applicable law, rule, regulation, judgment, order or decree
of any government, governmental instrumentality or court,
domestic or foreign, having jurisdiction over Metropolitan
or MIS or their properties or obligations; and no consent,
approval, authorization or order of any court or
governmental agency or body is required for the
consummation of the transactions contemplated herein and in
the other agreements previously referred to in this
paragraph except as may be required under the Act or under
any state securities or laws.
(f) Any certificate signed by an officer of Metropolitan and
delivered to WELCO pursuant to this Agreement shall be
deemed a representation and warranty by Metropolitan to
WELCO, to have the same force and effect as stated herein,
as to the
51
matters covered thereby.
(g) If any event relating to or affecting Metropolitan shall
occur as a result of which it is necessary, in WELCO's
opinion, to amend or supplement the Prospectus in order to
make the Prospectus not misleading in the light of the
circumstances existing at the time it is delivered to a
purchaser, Metropolitan undertakes to inform WELCO of such
events within a reasonable time thereafter, and will
forthwith prepare and furnish to WELCO, without expense to
them, a reasonable number of copies of an amendment or
amendments or a supplement or supplements to the Prospectus
(in form and substance satisfactory to WELCO) which will
amend or supplement the Prospectus so that as amended or
supplemented it will not contain any untrue statement of a
material fact or omit to state a material fact necessary to
make the statements therein in light of the circumstances
existing at the time the Prospectus is delivered to a
purchaser, not misleading.
(h) Metropolitan hereby warrants and represents that it will
offer the Debentures in accordance with the pricing formula
that is set forth in Schedules "A" and "B" which are
incorporated by reference herein.
(i) All representations, warranties and agreements contained in
this Agreement, or contained in certificates of officers of
Metropolitan submitted pursuant hereto, shall remain
operative and in full force and effect, surviving the date
of this Agreement.
6. AVAILABILITY OF INFORMATION.
Metropolitan hereby agrees to provide WELCO, at its expense, with
all information and documentation with respect to its business,
financial condition and other matters as WELCO may deem relevant
based on the standards of reasonableness and good faith and shall
request in connection with WELCO's performance under this
Agreement, including, without limitation, copies of all
correspondence with the Commission, certificates of its officers,
opinions of its counsel and comfort letters from its auditors.
The above-mentioned certificates, opinions of counsel and comfort
letters shall be provided to WELCO as WELCO may request on the
effective date of the Registration Statement and on the
52
Closing Date. Metropolitan will make reasonably available to
WELCO, its auditors, counsel, and officers and directors to
discuss with WELCO any aspect of Metropolitan which WELCO may deem
relevant. In addition, Metropolitan, at WELCO's request, will
cause to be delivered to WELCO copies of all certificates,
opinions, letters and reports to be delivered to the underwriter
or underwriters, as the case may be, pursuant to any underwriting
agreement executed in connection with the Offering or otherwise,
and shall cause the person issuing such certificate, opinion,
letter or report to authorize WELCO to rely thereon to the same
extent as if addressed directly to WELCO. Metropolitan represents
and warrants to WELCO that all such information and documentation
provided pursuant to this paragraph 6 will not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statement therein not misleading. In
addition, Metropolitan will promptly advise WELCO of all telephone
conversations with the Commission which relate to or may affect
the Offering.
7. INDEMNIFICATION.
(a) Subject to the conditions set forth below, and in addition
to any rights of indemnification and contribution to which
WELCO may be entitled pursuant to any agreement among
underwriters, underwriting agreement or otherwise, and to
the extent allowed by law, Metropolitan hereby agrees that
it will indemnify and hold WELCO and each person
controlling, controlled by or under common control with
WELCO within the meaning of Section 15 of the Act or
Section 20 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or the rules and regulations
thereunder (individually, an "Indemnified Person") harmless
from and against any and all loss, claim, damage,
liability, cost or expense whatsoever to which such
Indemnified Person may become subject under the Act, the
Exchange Act, or other federal or state statutory law or
regulation, at common law or otherwise, arising out of,
based upon, or in any way related or attributed to (i) this
Agreement, (ii) any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement or Prospectus or any other filing, report,
document, release or communication, whether oral or
written, referred to in paragraph 5 hereof or the omission
or alleged omission to state therein a material fact
53
required to be stated therein or necessary to make the
statements therein not misleading, (iii) any application or
other document executed by Metropolitan or based upon
written information furnished by Metropolitan filed in any
jurisdiction in order to qualify the Debentures under the
securities or Blue Sky laws thereof, or 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, or (iv) the breach of any
representation or warranty made by Metropolitan in this
Agreement. Metropolitan further agrees that upon demand by
an Indemnified Person at any time or from time to time, it
will promptly reimburse such Indemnified Person for, or
pay, any loss, claim, damage, liability, cost or expense as
to which Metropolitan has indemnified such person pursuant
hereto. Notwithstanding the foregoing provisions of this
paragraph 7, any such payment or reimbursement by
Metropolitan of fees, expenses or disbursement incurred by
an Indemnified Person in any proceeding in which a final
judgment by a court of competent jurisdiction (after all
appeals or the expiration of time to appeal) is entered
against such Indemnified Person as a direct result of such
person's negligence, bad faith or willful misfeasance will
be promptly repaid to Metropolitan. In addition, anything
in this paragraph 7 to the contrary notwithstanding,
Metropolitan shall not be liable for any settlement of any
action or proceeding effected without its written consent.
(b) Promptly after receipt by an Indemnified Person under sub-
paragraph (a) above of notice of the commencement of any
action, such Indemnified Person will, if a claim in respect
thereof is to be made against Metropolitan under paragraph
(a), notify Metropolitan in writing of the commencement
thereof; but the omission to so notify Metropolitan will
not relieve Metropolitan from any liability which it may
have to any Indemnified Person otherwise than under this
paragraph 7 if such omission shall not have materially
prejudiced Metropolitan's ability to investigate or to
defend against such claim. In case any such action is
brought against any Indemnified Person, and such
Indemnified Person notifies Metropolitan of the
commencement thereof, Metropolitan will be entitled to
participate therein and, to the extent
54
that it may elect by written notice delivered to the
Indemnified Person promptly after receiving the aforesaid
notice from such Indemnified Person, to assume the defense
thereof with counsel reasonably satisfactory to such
Indemnified Person; PROVIDED, HOWEVER, that if the
defendants in any such action include both the Indemnified
Person and Metropolitan or any corporation controlling,
controlled by or under common control with Metropolitan, or
any director, officer, employee, representative or agent of
any thereof, or any other "Qualified Independent
Underwriter" retained by Metropolitan in connection with
the Offering and the Indemnified Person shall have
reasonably concluded that there may be legal defenses
available to it which are different from or additional to
those available to such other defendant, the Indemnified
Person shall have the right to select separate counsel to
represent it. Upon receipt of notice from Metropolitan to
such Indemnified Person of its election so to assume the
defense of such action and approval by the Indemnified
Person of counsel, Metropolitan will not be liable to such
Indemnified Person under this paragraph 7 for any fees of
counsel subsequently incurred by such Indemnified Person in
connection with the defense thereof (other than the
reasonable costs of investigation subsequently incurred by
such Indemnified Person) unless (i) the Indemnified Person
shall have employed separate counsel in accordance with the
provision of the next preceding sentence (it being
understood, however, that Metropolitan shall not be liable
for the expenses of more than one separate counsel in any
one jurisdiction representing the Indemnified Person, which
counsel shall be approved by WELCO), (ii) Metropolitan,
within a reasonable time after notice of commencement of
the action, shall not have employed counsel reasonably
satisfactory to the Indemnified Person to represent the
Indemnified Person, or (iii) Metropolitan shall have
authorized in writing the employment of counsel for the
Indemnified Person at the expense of Metropolitan, and
except that, if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred
to in such clause (i) or (iii).
(c) In order to provide for just and equitable contribution in
circumstances in which the
55
indemnification provided for in paragraph 7 is due in
accordance with its terms but is for any reason held by a
court to be unavailable from Metropolitan to WELCO on
grounds of policy or otherwise, Metropolitan and WELCO
shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or
defending same) to which Metropolitan and WELCO may be
subject in such proportion so that WELCO is responsible for
that portion represented by the percentage that its fee
under this Agreement bears to the public offering price
appearing on the cover page of the Prospectus and
Metropolitan is responsible for the balance, except as
Metropolitan may otherwise agree to reallocate a portion of
such liability with respect to such balance with any other
person, including, without limitation, any other "Qualified
Independent Underwriter"; PROVIDED, HOWEVER, that (i) in no
case shall WELCO be responsible for any amount in excess of
the fee set forth in paragraph 4 above and (ii) 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. For purposes of this
paragraph (c), any person controlling, controlled by or
under common control with WELCO, or any partner, director,
officer, employee, representative or any agent of any
thereof, shall have the same rights to contribution as
WELCO and each person who controls Metropolitan within the
meaning of Section 15 of the Act or Section 20 of the
Exchange Act, each officer of Metropolitan who shall have
signed the Registration Statement and each director of
Metropolitan shall have the same rights to contribution as
Metropolitan, subject in each case to clause (i) of this
paragraph (c). Any party entitled to contribution will,
promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of
which a claim for contribution may be made against the
other party under this paragraph (c), notify such party
from whom contribution may be sought, but the omission to
so notify such party shall not relieve the party from whom
contribution may be sought from any other obligation it or
they may have hereunder or otherwise than under this
paragraph (c). The indemnity and contribution
56
agreements contained in this paragraph 7 shall
remain operative and in full force and effect regardless of
any investigation made by or on behalf of any Indemnified
Person or termination of this Agreement.
8. AUTHORIZATION BY METROPOLITAN.
Metropolitan represents and warrants to WELCO that this Agreement
has been duly authorized, executed and delivered by Metropolitan
and constitutes a valid and binding obligation of Metropolitan.
9. AUTHORIZATION BY MIS.
MIS represents and warrants to WELCO that this Agreement has been
duly authorized, executed and delivered by MIS and constitutes a
valid and binding obligation of MIS.
10. AUTHORIZATION BY WELCO.
WELCO represents and warrants to Metropolitan that this Agreement
has been duly authorized, executed and delivered by WELCO and
constitutes a valid and binding obligation of WELCO.
11. NOTICE.
Whenever notice is required to be given pursuant to this
Agreement, such notice shall be in writing and shall be mailed by
first class mail, postage prepaid, addressed (a) if to WELCO
SECURITIES, INC., at , Attention: Xxxxxxx X. Xxxxxxx, Xxx Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxx Xxxxxx XX 00000-0000 and (b) if to
Metropolitan, at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx
00000, Attention: Xxxxx Xxxxxxx, Assistant Corporate Counsel.
12. GOVERNING LAW.
This Agreement shall be construed (both as to validity and
performance) and enforced in accordance with and governed by the
laws of the State of Washington applicable to agreements made and
to be performed wholly within such jurisdiction.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the day and year first above mentioned.
METROPOLITAN MORTGAGE & SECURITIES CO., INC.
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By: ______________________________________________
C. Xxxx Xxxxxxxx, Xx., President
METROPOLITAN INVESTMENT SECURITIES, INC.
By: ______________________________________________
Xxxxx Xxxxxxx, Secretary
WELCO SECURITIES, INC.
By: _____________________________________________
Xxxxxxx X. Xxxxxxx, President
58
SCHEDULE A
Metropolitan Mortgage & Securities Co., Inc.
The opinion of WELCO is conditioned upon Metropolitan's undertaking to
maintain the rates on its Debentures at least equal to an "assumed floor."
Based upon the pricing formula described below:
1. The interest rate to be paid on the Debentures shall be fixed by
Metropolitan from time to time. However, the rate shall not be lower
than the computation made per the worksheet on Schedule B, which is
attached and incorporated by reference herein.
2. The "assumed floor" for 6 to 11 month Debentures shall be at least 1.0%
above the lesser of the interest rate on the 6 month U.S. Treasury
Bills, on a discount basis, based upon the auction average (which is
published widely in newspapers throughout the country, normally on the
day following the auction) and a composite average of the offering rates
on 6 month certificates of deposit currently being offered by banks and
savings institutions in the northwestern section of the United States.
For purposes of this composite average of certificate of deposit rates,
the rates being offered by the following institutions shall be
considered initially:
a. Seattle First National Bank
b. Security State Bank
c. U.S. Bank of Washington
x. Xxxxx Fargo Bank
x. Xxxxxxxxxx Trust Bank
x. Xxxxxxxxxx Mutual Savings Bank
WELCO and Metropolitan agree to review on an ongoing basis the group
which comprises the composite average, and may substitute another
institution in the composite group from time-to-time by mutual
agreement, as the case may be.
3. The "assumed floor" for 60 to 120 month Debentures shall be computed in
like manner as that described in paragraph "2" above, except that the
latest auction average on 5 year U.S. Treasury Notes shall be considered
in place of the 6 month U.S. Treasury Bills, and 5 year certificates of
deposit currently offered in the composite group shall be considered in
lieu of the 6 month rate.
4. Rates on 12 to 23 month, 24 to 35 month, 36 to 47 month and 48 to 59
month Debentures shall be at least equal to the interpolated differences
between the computation of the "assumed floor" of 6 to 11 month
Debentures and 60 to 120 month Debentures, based upon the computation
set forth in
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Schedule B.
5. Rates on Debentures payable in installments of principal and interest
shall be no lower than .25% below the "assumed floor" for 60 to 120
month Debentures.
6. The computation of the "assumed floor" shall be made monthly, as of the
first Tuesday of each month, or at such other times during any month
that Metropolitan causes the offering rates to change from those in
effect on the first Tuesday of each month ("the computation date").
Metropolitan agrees to furnish WELCO with a computation of the "assumed
floor" by completing the worksheet on Schedule B. Should the offering
rates at that time on Metropolitan's Debentures be less than the
"assumed floor" as computed, Metropolitan agrees to raise the rates on
its Debentures to at least the "assumed floor" within 10 calendar days
of the computation date. Should Metropolitan fail to raise its offering
rates within the 10 day period referred to above, WELCO reserves the
right, in its uncontrolled discretion, to withdraw its opinion regarding
the offering rates on the Debentures.
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SCHEDULE B
Metropolitan Mortgage & Securities Co., Inc.
PRICING FORMULA
C.D. RATE
Average rate between a composite of 8 selected Banks and Savings and Loans as of
the 1st Tuesday of each month.
GOVERNMENT RATE
Most current of 8 selected auction rates available on the 1st Tuesday of each
month.
Column A Column B Column C Column D Column E
Certificate of
Deposit (CD) Government Rate Enter Lesser of Metropolitan's
Calculation Calculation Column A or B Assumed Floor Current Rate
____________________ _______________________ _______________ _____________ ______________
5 yr CD rate = _____ 5 yr Gov't Rate = _____
6 mo CD rate = _____ 6 mo Gov't Rate = _____
DIFFERENCE = _____ DIFFERENCE = _____
x .20 X .20
_____ _____
Differential = _____ Differential = _____
(enter in (a) below) (enter in (a) below)
6 mo (actual) 6 mo (actual)
rate = _____ rate = _____ _______________ + 1%___________ _______________
(a) + (a) + 6-11 months
_____ _____
1 yr rate = _____ 1 yr rate = _____ _______________ + 1%___________ _______________
(a) + (a) + 12-23 months
_____ _____
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2 yr rate = _____ 2 yr rate = _____ _______________ + 1%___________ _______________
(a) + (a) + 24-35 months
_____ _____
3 yr rate = _____ 3 yr rate = _____ _______________ + 1%___________ _______________
(a) + (a) + 36-47 months
_____ _____
4 yr rate = _____ 4 yr rate = _____ _______________ + 1%___________ _______________
(a) + (a) + 48-59 months
_____ _____
5 yr (actual) 5 yr (actual)
rate = _____ rate = _____ _______________ + 1%___________ _______________
(a) + (a) + 60-120 months
_____ _____
INSTALLMENT PAYMENTS (Floor equal to yearly _______ _______ ____________
rate MINUS .50) (yearly -.50
rate)