EXHIBIT 1.1
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES
2000-C TERMS AGREEMENT
Dated: September 26, 2000
To: Oakwood Mortgage Investors, Inc. (the "Company")
Oakwood Acceptance Corporation ("OAC")
Re: Underwriting Agreement Standard Provisions dated
May 1999 (the "Standard Provisions")
Series Designation: Senior/Subordinated Pass-Through Certificates,
Series 2000-C, Classes X-0, X-0, X-0, X-0, X-0, X and R (collectively, the
"Certificates"). The Class X-0, X-0, X-0 xxx X-0 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 (the "Underwriter"), and the Underwriter hereby agrees
to purchase from the Company, on September 28, 2000, the aggregate outstanding
principal amount of the Underwritten Certificates set forth in the table below
at the purchase price and on the terms set forth below; provided, however, that
the obligations of the Underwriter are subject to: (i) receipt by the Company of
the ratings on the Certificates as set forth herein, (ii) receipt by the
Underwriter of the Sales Agreement (the "Sales Agreement"), dated as of
September 1, 2000, by and between the Company and Oakwood Capital Corp., and the
Pooling and Servicing Agreement (as defined below), each being in form and
substance satisfactory to the Underwriter.
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 September 1, 2000 among the Company, OAC, as servicer (the
"Servicer") and Xxxxx Fargo Bank Minnesota, National Association, as trustee
(the "Trustee"), which incorporates by reference the Company's Standard Terms to
Pooling and Servicing Agreement (May 1999 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
Prospectus Supplement, dated September 26, 2000, 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 such dates.
Registration Statement: References in the Standard Provisions to the
Registration Statement shall be deemed to include registration statement No.
333-72621.
Aggregate Scheduled Principal Balance of Assets: Approximately
$202,181,280 and the Pre-Funded Amount of $64,416,658.
Cut-Off Date with Respect to the Assets Transferred to the Trust on the
Closing Date: September 1, 2000.
Terms of the Underwritten Certificates
======================== ====================== ======================= ===================== ======================
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate(1) S&P Xxxxx'x Price
----------- ----------------- ------------ ----------- --------
A-1 $189,284,000 7.72% AAA Aaa 99.790761%
M-1 $26,660,000 8.49% AA Aa3 99.235654%
M-2 $14,663,000 8.90% A A3 96.940324%
B-1 $13,330,000 9.42% BBB Baa3 90.248132%
======================== ====================== ======================= ===================== ======================
(1) The Pass-Through Rate for each Class of Certificates is capped at the
Weighted Average Net Asset Rate.
Subordination Features: The Class B-1 Certificates will be subordinated
to the Class A-1, Class M-1 and Class M-2 Certificates, the Class M-2
Certificates will be subordinated to the Class A-1 and Class M-1 Certificates,
and the Class M-1 Certificates will be subordinated to the Class A-1
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 October, 2000.
REMIC Election: An election will be made to treat some or all of the
assets of the Trust (other than the Pre-Funding Account and the Capitalized
Interest Account and amounts on deposit therein) 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
issuing REMIC.
Purchase Price: The Underwriter has 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 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 September 28,
2000, at the offices of Hunton & Xxxxxxxx, Bank of America Plaza, Suite 3500,
000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000. The Company will
deliver the Underwritten Certificates to the Underwriter 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 Underwriter
has 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 Prospectus and the Prospectus
Supplement.
Controlling Agreement: This Terms Agreement sets forth the complete
agreement among the Company, OAC and the Underwriter 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 Pooling and Servicing Agreement or the Prospectus Supplement.
Computational Materials: The Underwriter hereby represents and warrants
that 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;
all "Structural Term Sheets" and "Computational Materials" disseminated by it in
connection with the Underwritten Certificates and 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).
For purposes hereof, as to the 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"). The Underwriter 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 Securities Act of 1933, as amended (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 the 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 the
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 the Underwriter under this paragraph shall be in
addition to any liability which the Underwriter may otherwise have.
Notwithstanding the provisions of this paragraph, the Underwriter shall not be
required to pay any amount with respect to the indemnities provided hereunder in
excess of the underwriting discount or commission applicable to the Underwritten
Certificates purchased by it hereunder.
Information Provided by the Underwriter: It is understood and agreed
that the information set forth under the heading "Underwriting" in the
Prospectus Supplement (except for the last paragraph thereof relating to
estimated fees and expenses) is the only information furnished by the
Underwriter for inclusion in the Registration Statement and the Prospectus.
Trustee: Xxxxx Fargo Bank Minnesota, National Association, will act as
Trustee of the Trust.
Blue Sky Qualifications: The Underwriter specifies 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 Underwriter an
opinion of counsel pursuant to Section 6(d)(iii) of the Standard Provisions with
respect to the State of North Carolina and the State of Minnesota.
Blackout Period: None.
Applicable Law: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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:
Oakwood Mortgage Investors, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Oakwood Acceptance Corporation
0000 XxXxxxx Xxxx (27409-9634)
X.X. Xxx 00000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxxxx Xxxx
Credit Suisse First Boston Corporation
Eleven Madison Avenue
5th Floor
New York, New York 10010
Attention: Xxxxxxx X'Xxxxxxxx
Request for Opinions:
(a) The Company and OAC hereby request and authorize Hunton & Xxxxxxxx,
Xxxxxxx & Xxxxxxx, Chtd. and Xxxxx X. Xxxxxxxx, Esq., as their counsel in this
transaction, to issue on behalf of the Company and OAC, such legal opinions to
the Underwriter, its 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 Underwriter hereby requests and authorizes Xxxxxxx Xxxxxxx &
Xxxxxxxx, as its special counsel in this transaction, to issue to the
Underwriter such legal opinions as it 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.
The Underwriter agrees, subject to the terms and provision of the
Pooling and Servicing Agreement, 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.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Xxxxxxx X'Xxxxxxxx
----------------------------------
Name: Xxxxxxx X'Xxxxxxxx
Title: Director
Accepted and acknowledged
As of the Date First
Above Written:
OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
OAKWOOD ACCEPTANCE CORPORATION
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
