EXHIBIT 1.1
SPECIALTY UNDERWRITING AND RESIDENTIAL FINANCE TRUST
MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-BC2
TERMS AGREEMENT
Dated: June 23, 2003
To: Xxxxxxx Xxxxx Mortgage Investors, Inc.
Re: Underwriting Agreement, by and between Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated ("Merrill") and Xxxxxxx Xxxxx Mortgage Investors,
Inc., dated as of February 28, 2003 (the "Underwriting Agreement")
Ladies and Gentlemen:
The undersigned, (the "Representative") acting on behalf of the
underwriters (including ourselves) named below (such underwriters being herein
called the "Underwriters"), understands that Xxxxxxx Xxxxx Mortgage Investors,
Inc., a New York corporation (the "Company"), proposes to issue and sell
approximately $284,235,100.00 original principal amount of Mortgage Loan
Asset-Backed Certificates, Series 2003-BC2 (the "Certificates") to be issued
under a Pooling and Servicing Agreement, dated as of June 1, 2003, among the
Company, as depositor, JPMorgan Chase Bank, as Trustee and Xxxxxx Loan Servicing
LP, as Servicer (the "Pooling and Servicing Agreement"). The terms of the
Certificates are summarized below and are more fully described in the Company's
Prospectus Supplement and Prospectus (collectively, the "Prospectus") prepared
with respect to the Certificates.
All the provisions (including defined terms) contained in the
Underwriting Agreement are incorporated by reference herein in their entirety
and shall be deemed to be part of this Terms Agreement to the same extent as if
such provisions had been set forth in full herein. Merrill agrees to be bound by
all of the terms and conditions of the Underwriting Agreement, as modified by
this Terms Agreement. Terms not otherwise defined herein shall have the meaning
set forth in the Prospectus.
The Closing Time referred to in Section 2 of the Underwriting Agreement
shall be 10:00 a.m., New York City time, on June 26, 2003. Subject to the terms
and conditions set forth or incorporated by reference herein, the Company hereby
agrees to sell and the Underwriters, severally and not jointly, agree to
purchase the original principal amounts of the Certificates set forth in the
table below under the title "Terms of the Certificates and Underwriting
Compensation" at the purchase prices set forth below.
The Underwriters will offer the Certificates for sale upon the terms
and conditions set forth in the Prospectus.
Subject to the terms and conditions set forth or incorporated by
reference herein, the Underwriters will pay for the Certificates at the time and
place and in the manner set forth in the Underwriting Agreement.
Series Designation: Mortgage Loan Asset-Backed Certificates, Series 2003-BC2
Underwriters: Merrill, Countrywide Securities
Corporation ("Countrywide") and Citigroup Global
Markets Inc. ("Citigroup")
Terms of the Certificates and Underwriting Compensation:
PRINCIPAL PRINCIPAL AMOUNT
AMOUNT TO BE TO BE PURCHASED BY
PURCHASED BY COUNTRYWIDE AND PRICE TO UNDERWRITING
CLASSES MERRILL(1) CITIGROUP(1) PASS-THROUGH RATE PUBLIC DISCOUNT
------- ----------- ------------ ----------------- ------ --------
A $189,868,800 $23,733,600 (2) 100.0000% 0.2400%
M-1 $14,780,000 $1,847,500 (2) 100.0000% 0.2450%
M-2 $11,937,600 $1,492,200 (2) 100.0000% 0.2550%
B-1 $7,389,600 $923,700 (2) 99.5423% 0.4000%
B-2 $3,412,000 $426,500 (2) 95.5601% 0.5000%
R $100 $0 (2) 100.0000% 0.0000%
TOTAL $227,388,100 $28,423,500
------------
(1) Approximate. Subject to permitted variance in each case of plus or minus
10%.
(2) Adjusts monthly, as described in the Prospectus Supplement.
Selling Concession and Reallowance Discount:
The Underwriters will initially offer the Certificates to certain
dealers at such price less a selling concession not to exceed the
percentage of the certificate denomination set forth below, and the
Underwriters may allow, and such dealers may reallow a reallowance
discount not to exceed the percentage of the certificate denomination
set forth below.
CLASS SELLING CONCESSION REALLOWANCE DISCOUNT
----- ------------------ --------------------
A 0.1440% 0.0720%
M-1 0.1470% 0.0735%
M-2 0.1530% 0.0765%
B-1 0.2400% 0.1200%
B-2 0.3000% 0.1500%
R 0.0000% 0.0000%
Certificate Rating: Aaa by Xxxxx'x Investors
Service ("Moody's") and AAA by Fitch,
Inc. ("Fitch Ratings") and Standard &
Poor's, a division of The
McGraw Hill Companies, Inc. ("S&P") on
the Class A Certificates, the Class S
Certificates, the Class X Certificates
and the Class R Certificate.
Aa2 by Moody's and AA by Fitch Ratings
and S&P on the Class M-1 Certificates.
A2 by Moody's, A+ by Fitch and A by
S&P on the Class M-2 Certificates.
Baa1 by Moody's, BBB+ by Fitch and S&P
on the Class B-1 Certificates.
Baa2 by Moody's, BBB by Fitch and S&P
on the Class B-2 Certificates.
REMIC Election: Three or more REMIC elections.
Credit Enhancement: Excess Interest;
Overcollateralization; Subordination.
Cut-off Date: The Cut-off Date is June 1, 2003.
Distribution Date: The 25th day of each month (or, if
such 25th day is not a business day,
the business day immediately
following) commencing July 2003.
Purchase Price: The Purchase Price for the
Certificates to be paid by the
Underwriters will be 100.23% of the
aggregate principal balance of the
Certificates as of the Closing
Date less an underwriting discount
of 0.25%.
Return of Purchase Price: In the event that the Underwriters pay
the Purchase Price to the Company and
the Certificates are not issued to the
Underwriters on the same date, the
Company agrees to return the Purchase
Price to the Underwriters by 5:00 p.m.
on that day.
Underwriting Commission: Notwithstanding anything to the
contrary in the Underwriting
Agreement, no additional underwriting
commission shall be payable by the
Company to the Underwriters in
connection with the purchase of the
Certificates.
Closing Date and Location: June 26, 2003 at the offices of
Xxxxxx, Xxxxx & Xxxxxxx LLP, New York,
New York.
Please confirm your agreement by having an authorized Officer sign a
copy of this Agreement in the space set forth below and returning a signed copy
to us.
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED, as Representative
acting on behalf of the Underwriters
By: ________________________________
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
ACCEPTED:
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By: ______________________________
Name: Xxxxxxx Xxxxxx
Title: President
