Exhibit 1.1
-----------
DEUTSCHE FINANCIAL CAPITAL SECURITIZATION LLC
PASS-THROUGH CERTIFICATES
1998-I TERMS AGREEMENT
Dated: January 22, 1998
To: Deutsche Financial Capital Securitization LLC (the "Company")
Deutsche Financial Capital Limited Liability Company ("DFC")
Re: Underwriting Agreement Standard Provisions dated
June 1997 (the "Standard Provisions")
Series
Designation: Pass-Through Certificates, Series 1998-I, Classes X-0, X-0, X-0,
X-0, X-0, X-0, X-0, X, X-0, X-0, X and R (collectively, the
"Certificates"). The Class X-0, X-0, X-0, X-0, X-0, X-0, X-0, M
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 Deutsche Xxxxxx Xxxxxxxx Inc. (the "Underwriters"),
and the Underwriters hereby severally agree to purchase from the Company, on
January 29, 1998, 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 January 1, 1998, by and between
the Company and DFC, 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
January 1, 1998, among the Company, Oakwood Acceptance Corporation, 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 (June 1997 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 (i) installment sales contracts (the "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, and (ii) 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 and, in each case, having the
characteristics described in the final Prospectus Supplement, dated January 22,
1998, 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 the Closing Date.
Registration Statement: References in the Standard Provisions to the
Registration Statement shall be deemed to include registration statement No.
333-24351.
Initial Aggregate Scheduled Principal Balance of Assets: $229,392,046.05
Cut-Off Date: January 1, 1998.
-7-
Terms of the Certificates:
================================================================================================================
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate Fitch Xxxxx'x Price
----------- ----------------- ------------- ----- ------- -------
----------------------------------------------------------------------------------------------------------------
A-1 $51,500,000 6.050% "AAA" "Aaa" 99.761617%
A-2 37,300,000 6.000% "AAA" "Aaa" 99.696339%
A-3 27,150,000 6.100% "AAA" "Aaa" 99.505191%
A-4 $6,000,000 6.375% "AAA" "Aaa" 99.531101%
A-5 $14,000,000 6.600% "AAA" "Aaa" 99.518103%
A-6 $12,000,000 (1) "AAA" "Aaa" 99.313840%
A-7 $31,269,000 (1) "AAA" "Aaa" 99.463616%
M $18,352,000 (1) "AA" "Aa3" 99.499708%
B-1 $20,645,000 (1) "BBB" "Baa2" 99.362604%
================================================================================================================
(1) The Pass-Through Rate for the (i) Class A-6 Certificates will equal the
lesser of 6.825% or the Weighted Average Net Asset Rate, (ii) Class A-7
Certificates will equal the lesser of 6.650% or the Weighted Average Net
Asset Rate, (iii) Class M Certificates will equal the lesser of 6.800% or
the Weighted Average Net Asset Rate and (iv) Class B-1 Certificates will
equal the lesser of 7.275% or the Weighted Average Net Asset Rate.
Subordination Features: The Class M Certificates will be subordinated to the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 and Class A-7
Certificates (collectively, the "Class A Certificates") and the Class B-1
Certificates will be subordinated to the Class A Certificates and the Class M
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 February 1998.
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 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 January 29, 1998, 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
-8-
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, DFC 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;
(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 and (iii) any information attached hereto as
Exhibit 3 constitutes 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) 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 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
-9-
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 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 will be mailed, delivered or telegraphed and confirmed to the
parties at:
Deutsche Financial Capital Securitization LLC and
Deutsche Financial Capital Limited Liability Company
0000 XxXxxxx Xxxx (27409-9634)
X.X. Xxx 00000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Treasurer
Credit Suisse First Boston Corporation
00 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X'Xxxxxxxx
Deutsche Xxxxxx Xxxxxxxx Inc.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
-00-
Xxx Xxxx, XX 00000
Attention: Vijay Radhakishum
Request for Opinions: (a) The Company and DFC hereby request and authorize
Hunton & Xxxxxxxx as their counsel in this transaction, to issue on behalf of
the Company and DFC, 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.
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.
-11-
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Xxxxxxx X'Xxxxxxxx
---------------------------------
Name: Xxxxxxx X'Xxxxxxxx
Title: Director
DEUTSCHE XXXXXX XXXXXXXX INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Vice President
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: Director
Accepted and acknowledged
As of the Date First Above Written:
DEUTSCHE FINANCIAL CAPITAL SECURITIZATION LLC
By: DEUTSCHE FINANCIAL CAPITAL I CORP.
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
DEUTSCHE FINANCIAL CAPITAL LIMITED LIABILITY COMPANY
By: OAKWOOD ACCEPTANCE CORPORATION, member
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
By: DEUTSCHE FINANCIAL SERVICES CORPORATION, member
By: /s/ Naran Burchinow
-----------------------------------
Name: Naran Burchinow
Title: Senior Vice President
SCHEDULE A
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class M and Class B-1 Certificates
----------------------------------------------------------------------------------------------------------------------------------
Class A-1 Class A-2 Class A-3
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston Corporation....................... $25,750,000 $19,650,000 $13,575,000
----------------------------------------------------------------------------------------------------------------------------------
Deutsche Xxxxxx Xxxxxxxx Inc................................. $25,750,000 $19,650,000 $13,575,000
----------------------------------------------------------------------------------------------------------------------------------
Total....................................................... $51,500,000 $39,300,000 $27,150,000
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Class A-4 Class A-5 Class A-6
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston Corporation ...................... $3,000,000 $ 7,000,000 $ 6,000,000
----------------------------------------------------------------------------------------------------------------------------------
Deutsche Xxxxxx Xxxxxxxx Inc................................. $3,000,000 $ 7,000,000 $ 6,000,000
----------------------------------------------------------------------------------------------------------------------------------
Total....................................................... $6,000,000 $14,000,000 $12,000,000
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Class A-7 Class M Class B-1
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston Corporation ...................... $15,634,500 $ 9,176,000 $10,332,500
----------------------------------------------------------------------------------------------------------------------------------
Deutsche Xxxxxx Xxxxxxxx Inc................................. $15,634,500 $ 9,176,000 $10,332,500
----------------------------------------------------------------------------------------------------------------------------------
Total........................................................ $31,269,000 $18,352,000 $20,645,000
-13-
