Exhibit 1.1
USAA AUTO OWNER TRUST 200_-[ ]
Asset Backed Notes
USAA FEDERAL SAVINGS BANK
(SELLER AND SERVICER)
USAA ACCEPTANCE, LLC
(DEPOSITOR)
FORM OF UNDERWRITING AGREEMENT
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___________, 200_
[Underwriter[s]]
[Address]
[As Joint Global Coordinators,
Bookrunners and Representatives of the
Several Underwriters named
on Schedule I hereto]
Dear Ladies and Gentlemen:
USAA Acceptance, LLC, a Delaware limited liability company (the
"Depositor"), proposes to form a Delaware statutory trust, USAA Auto Owner
Trust 200_-[ ] (the "Issuer"), pursuant to an amended and restated trust
agreement to be dated as of _________, 200_ (the "Trust Agreement"), between
the Depositor and Wachovia Bank of Delaware, National Association, as owner
trustee (the "Owner Trustee"), which will issue (i) $______________ principal
amount of its Class [ ] [o]% Asset Backed Notes (the "Class [ ] Notes"), (ii)
$____________ principal amount of its Class [ ] [o]% Asset Backed Notes (the
"Class [ ] Notes"), (iii) $__________ principal amount of its Class [ ] [o]%
Asset Backed Notes (the "Class [ ] Notes") and (iv) $________ principal amount
of its Class [ ] [o]% Asset Backed Notes (the "Class [ ] Notes" and, together
with the Class [ ] Notes, the Class [ ] Notes and the Class [ ] Notes, the
"Notes") pursuant to an indenture to be dated as of __________, 200_ (the
"Indenture"), between the Issuer and _________________, as indenture trustee
(the "Indenture Trustee"). The Issuer will also issue $___________ certificate
balance of its Class [ ] [o]% Asset Backed Certificates (the "Certificates"
and, together with the Notes, the "Securities"). The assets of the Issuer will
include, among other things, a pool of motor vehicle installment loans made by
USAA Federal Savings Bank, a federally chartered savings association (the
"Bank"), and secured by new and used cars and light duty trucks (the
"Receivables"), certain monies due or received thereunder on or after _______,
200_, security interests in the vehicles financed
thereby, certain accounts, and the proceeds thereof, and the proceeds from
claims on certain insurance policies. The Receivables will be transferred to
the Depositor by the Bank, as seller (in such capacity, the "Seller"), pursuant
to a receivables purchase agreement to be dated as of ________, 200_ (the
"Receivables Purchase Agreement"), between the Seller and the Depositor, as
purchaser (the "Purchaser"), and the Depositor will transfer the Receivables to
the Issuer in exchange for the Securities, pursuant to a sale and servicing
agreement to be dated as of ________, 200_ (the "Sale and Servicing
Agreement"), among the Depositor, the Bank, as Seller and servicer (in such
capacity, the "Servicer"), and the Issuer. The Servicer will service the
Receivables pursuant to the Sale and Servicing Agreement. Capitalized terms
used and not otherwise defined herein shall have the meanings ascribed thereto
in the Sale and Servicing Agreement.
This is to confirm the agreement concerning the purchase of the Notes
from the Depositor by the several Underwriters named in Schedule I hereto (the
"Underwriters").
1. Representations, Warranties and Agreements of the Depositor and the
Bank. Each of the Depositor and the Bank (each, a "Representing Party" and,
collectively, the "Representing Parties"), makes the representations and
warranties set forth below. To the extent that a representation or warranty
specifically relates to the Depositor, the representation or warranty solely
with respect to the Depositor is only made by the Depositor and to the extent a
representation or warranty specifically relates to the Bank, the representation
or warranty solely with respect to the Bank is only made by the Bank.
(a) A registration statement on Form S-3 (No. 333-[o])
relating to the Securities has been filed by Depositor with the
Securities and Exchange Commission (the "Commission") and has become
effective under the Securities Act of 1933, as amended (the
"Securities Act"). The Depositor proposes to file with the Commission
pursuant to Rule 424(b) of the rules and regulations of the Commission
under the Securities Act (the "Rules and Regulations") a prospectus
supplement dated ________, 200_ (the "Prospectus Supplement") to the
prospectus dated ________, 200_, relating to the Securities and the
method of distribution thereof. Copies of such registration statement,
any amendment or supplement thereto, including the Term Sheet dated
________, 200_ relating to the Securities (the "Term Sheet")
disseminated by the Underwriters, such prospectus and the Prospectus
Supplement have been delivered to you. Such registration statement,
including exhibits thereto and the Term Sheet as incorporated by
reference therein, and such prospectus, as amended or supplemented to
the date hereof, and as further supplemented by the Prospectus
Supplement, are hereinafter referred to as the "Registration
Statement" and the "Prospectus," respectively. The conditions to the
use of a registration statement on Form S-3 under the Securities Act
have been satisfied. The Depositor filed the Term Sheet on Form 8-K
with the Commission pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), within two business days of its
dissemination by the Underwriters.
(b) The Registration Statement, at the time it became
effective, any post-effective amendment thereto, at the time it became
effective, and the Prospectus, as of the date of the Prospectus
Supplement, complied in all material respects with the applicable
requirements of the Securities Act and the Rules and Regulations and
the Trust Indenture
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Act of 1939, as amended (the "Trust Indenture Act"), and the rules and
regulations of the Commission thereunder and did not include any
untrue statement of a material fact and, in the case of the
Registration Statement and any post-effective amendment thereto, did
not omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading and, in the
case of the Prospectus, did not omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; on the
Closing Date (as hereinafter defined), the Registration Statement and
the Prospectus, as amended or supplemented as of the Closing Date,
will comply in all material respects with the applicable requirements
of the Securities Act and the Rules and Regulations and the Trust
Indenture Act and the rules and regulations of the Commission
thereunder and neither the Prospectus nor any amendment or supplement
thereto will include any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading. The representation and warranty in the preceding
sentence does not apply to (i) that part of the Registration Statement
which shall constitute the Statement of Eligibility and Qualification
(Form T-1) of the Indenture Trustee under the Trust Indenture Act or
(ii) that information contained in or omitted from the Registration
Statement or the Prospectus (or any amendment or supplement thereto)
in reliance upon and in conformity with the Underwriters' Information
(as defined herein). The Indenture has been qualified under the Trust
Indenture Act.
(c) The Bank has been duly organized and is validly existing
as a federally chartered savings association and is a member of the
Federal Home Loan Bank System. The Bank is in good standing with the
Office of Thrift Supervision and has the power and authority
(corporate and other) to own, lease and operate its properties and to
conduct its business as such properties are presently owned, leased
and operated and as such business is presently conducted, and had at
all relevant times, and now has, the power, authority and legal right
to own and sell the Receivables.
(d) The Depositor has been duly organized and is validly
existing as a limited liability company under the laws of the State of
Delaware, and all filings required at the date hereof under the
Delaware Limited Liability Company Act (6 Del. C. ss.18-101, et seq.)
(the "LLC Act") with respect to the due formation and valid existence
of the Depositor as a limited liability company have been made; and
the Depositor is duly qualified or registered as a foreign limited
liability company to transact business and is in good standing in each
jurisdiction in which such qualification or registration is required,
whether by reason of ownership of property or the conduct of business,
and the failure to so qualify or register would have a materially
adverse effect on the Depositor and now has the power, authority and
legal right to acquire, own and sell the Receivables.
(e) The representations and warranties of the Bank in Section
3.02 of the Receivables Purchase Agreement will be true and correct as
of the Closing Date.
(f) The representations and warranties of the Depositor in
Section 5.1 of the Sale and Servicing Agreement will be true and
correct as of the Closing Date.
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(g) The representations and warranties of the Bank in Section
6.1 of the Sale and Servicing Agreement will be true and correct as of
the Closing Date.
(h) Each Representing Party has the power and authority to
execute and deliver this Agreement and to carry out the terms of this
Agreement and the execution, delivery and performance by each
Representing Party of this Agreement has been duly authorized by such
Representing Party.
(i) This Agreement has been duly executed and delivered by
the Representing Parties.
(j) When authenticated by the Owner Trustee in accordance
with the Trust Agreement, the Certificates will be duly issued and
entitled to the benefits and security afforded by the Trust Agreement
and the Sale and Servicing Agreement.
(k) When authenticated by the Indenture Trustee in accordance
with the Indenture and delivered and paid for pursuant to this
Agreement, the Notes will be duly issued and constitute legal, valid
and binding obligations of the Issuer enforceable against the Issuer
in accordance with their terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, or other
similar laws affecting the enforcement of creditors' rights in general
or the rights of creditors of federal savings associations and by
general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law.
(l) The execution, delivery and performance of this Agreement
and the consummation by each of the Representing Parties of the
transactions contemplated hereby shall not conflict with, result in
any breach of any of the terms and provisions of or constitute (with
or without notice or lapse of time) a default under, the
organizational documents of such Representing Party, or any indenture,
agreement or other instrument to which such Representing Party is a
party or by which such Representing Party is bound, or violate any law
or any order, rule or regulation applicable to such Representing Party
of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having
jurisdiction over such Representing Party or any of its properties;
and, except for the registration of the Securities under the
Securities Act, the qualification of the Indenture under the Trust
Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under the Exchange
Act and applicable state securities laws in connection with the
purchase and distribution of the Notes by the Underwriters, no permit,
consent, approval of, or declaration to or filing with, any
governmental authority is required in connection with the execution,
delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby.
(m) There are no proceedings or investigations pending or, to
the knowledge of each Representing Party, threatened before any court,
regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over such
Representing Party or its properties (i) asserting the invalidity of
this Agreement or any of the Securities, (ii) seeking to prevent the
issuance of any of the Securities or the
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consummation of any of the transactions contemplated by this
Agreement, (iii) seeking any determination or ruling that, if
determined adversely to such Representing Party, is reasonably likely
to materially and adversely affect the performance by such
Representing Party, as applicable, of its obligations under, or the
validity or enforceability of, the Securities or this Agreement, or
(iv) that may adversely affect the federal or state income, excise,
franchise or similar tax attributes of the Securities.
(n) Each Representing Party (i) is not in violation of its
organizational documents, (ii) is not in default and no event has
occurred which, with notice or lapse of time or both, would constitute
such a default, in the due performance or observance of any term,
covenant or condition contained in any indenture, agreement, mortgage,
deed of trust or other instrument to which such Representing Party is
a party or by which such Representing Party is bound or to which any
of such Representing Party's property or assets is subject or (iii) is
not in violation in any respect of any law, order, rule or regulation
applicable to such Representing Party or any of such Representing
Party's property of any court or of any federal or state regulatory
body, administrative agency or other governmental instrumentality
having jurisdiction over it or any of its property, except, in the
case of clauses (ii) and (iii), for any defaults or violations that
would not, individually or in the aggregate, have a material adverse
effect on (A) the performance by such Representing Party's of its
obligations under, or the validity or enforceability of, the
Securities, the Basic Documents or this Agreement or (B) the condition
(financial or otherwise), results of operations, business or prospects
of such Representing Party.
(o) None of the Issuer, the Depositor or the Bank is an
"investment company" or under the "control" of an "investment company"
within the meaning thereof as defined in the Investment Company Act of
1940, as amended.
(p) None of the Depositor, the Bank or anyone acting on its
behalf has taken any action that would require qualification of the
Trust Agreement under the Trust Indenture Act.
2. Purchase by the Underwriters. On the basis of the representations,
warranties and agreements contained herein, and subject to the terms and
conditions set forth herein, the Depositor agrees to cause to be issued by the
Issuer and the Depositor agrees to sell to each of the Underwriters, severally
and not jointly, and each of the Underwriters, severally and not jointly,
agrees to purchase from the Depositor, the respective principal amount of Notes
set forth opposite the name of such Underwriter in Schedule 1 hereto at a
purchase price equal to (i) with respect to the Class [ ] Notes, [o]% of the
principal amount thereof, (ii) with respect to the Class [ ] Notes, [o]% of the
principal amount thereof, (iii) with respect to the Class [ ] Notes, [o]% of
the principal amount thereof and (iv) with respect to the Class [ ] Notes, [o]%
of the principal amount thereof.
The Depositor shall not be obligated to deliver any of the Notes
except upon payment in full for all the Notes to be purchased as provided
herein.
3. Delivery of and Payment for the Notes. Delivery of and payment for
the Notes shall be made at the office of Sidley Xxxxxx Xxxxx & Xxxx LLP, New
York, New York, or
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at such other place as shall be agreed upon by ________________ and
_______________, as Representatives of the Several Underwriters named herein
(the "Representatives"), and the Depositor, at 9:00 A.M., New York time, on
________, 200_, or at such other date or time, not later than five full
business days thereafter, as shall be agreed upon by the Representatives and
the Depositor (such date and time being referred to herein as the "Closing
Date"). On the Closing Date, the Depositor shall deliver or cause to be
delivered to the Representatives for the account of each Underwriter the Notes
against payment to or upon the order of the Depositor of the purchase price in
immediately available funds. Time shall be of the essence, and delivery at the
time and place specified pursuant to this Agreement is a further condition of
the obligation of each Underwriter hereunder. Upon delivery, each class of the
Notes shall be represented by one or more global certificates registered in the
name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). The
interest of the beneficial owners of the Notes will be represented by
book-entries on the records of DTC and participating members thereof.
Definitive certificates representing the Notes will be available only under
limited circumstances.
4. Further Agreements of the Depositor and the Bank. (a) The Depositor
agrees with each of the several Underwriters:
(i) To file the Prospectus Supplement with the
Commission pursuant to and in accordance with Rule 424(b) of
the Rules and Regulations within the time period prescribed
by such rule and provide evidence satisfactory to the
Representatives of such timely filing.
(ii) During any period in which a prospectus
relating to the Securities is required to be delivered under
the Securities Act: to advise the Representatives promptly of
any proposal to amend the Registration Statement or amend or
supplement the Prospectus and not to effect any such
amendment or supplementation without the consent of the
Representatives; to advise the Representatives promptly of
(A) the effectiveness of any post-effective amendment to the
Registration Statement, (B) any request by the Commission for
any amendment of the Registration Statement or the Prospectus
or for any additional information, (C) the issuance by the
Commission of any stop order suspending the effectiveness of
the Registration Statement or the initiation or threatening
of any proceedings for that purpose, (D) the issuance by the
Commission of any order preventing or suspending the use of
any prospectus relating to the Securities or the initiation
or threatening of any proceedings for that purpose and (E)
the receipt by the Depositor of any notification with respect
to the suspension of the qualification of the Securities for
sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose; and to use its reasonable
best efforts to prevent the issuance of any such stop order
or of any order preventing or suspending the use of any
prospectus relating to the Securities or suspending any such
qualification and, if any such stop order or order of
suspension is issued, to obtain the lifting thereof at the
earliest possible time.
(iii) If, during any period in which a prospectus
relating to the Securities is required to be delivered under
the Securities Act, any event shall have occurred as a result
of which the Prospectus, as then amended or
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supplemented, would include an untrue statement of a material
fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the
circumstances when such Prospectus is delivered to a
purchaser, not misleading, or if for any other reason it
shall be necessary at such time to amend or supplement the
Prospectus in order to comply with the Securities Act, to
notify the Representatives immediately thereof, and to
promptly prepare and file with the Commission, subject to
paragraph (b) of this Section 4, an amendment or a supplement
to the Prospectus such that the statements in the Prospectus,
as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a
purchaser, be misleading, or such that the Prospectus will
comply with the Securities Act.
(iv) To furnish promptly to each of the
Representatives and counsel for the Underwriters a signed
copy of the Registration Statement as originally filed with
the Commission, and each amendment thereto filed with the
Commission, including all consents and exhibits filed
therewith; and during the period described in paragraph
(a)(iii) of this Section 4, to deliver promptly without
charge to the Representatives such number of the following
documents as the Representatives may from time to time
reasonably request: (A) conformed copies of the Registration
Statement as originally filed with the Commission and each
amendment thereto (in each case excluding exhibits other than
this Agreement and each of the Basic Documents) and (B) any
preliminary prospectus supplement, the Term Sheet, the
Prospectus and any amendment or supplement thereto.
(v) During any period in which a prospectus relating
to the Securities is required to be delivered under the
Securities Act, to file promptly with the Commission any
amendment to the Registration Statement or the Prospectus or
any supplement to the Prospectus that may, in the judgment of
the Depositor or the Representatives, be required by the
Securities Act or requested by the Commission.
(vi) For so long as any of the Notes are outstanding
or until such time as the Underwriters shall cease to
maintain a secondary market in the Notes, to furnish to the
Underwriters (A) copies of all materials furnished by the
Issuer to the holders of the Notes and all reports and
financial statements furnished by the Issuer to the
Commission pursuant to the Exchange Act or any rule or
regulation of the Commission thereunder and (B) from time to
time, such other information concerning the Depositor filed
with any government or regulatory authority or national
securities exchange which is otherwise publicly available as
the Representatives may reasonably request and such other
information concerning the Issuer as the Representatives may
reasonably request.
(vii) Promptly from time to time to take such action
as the Representatives may reasonably request to qualify the
Notes for offering and sale under the securities laws of such
jurisdictions as the Representatives may request and to
comply with such laws so as to permit the continuance of
sales and
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dealings therein in such jurisdictions for as long as may be
necessary to complete the distribution of the Notes;
provided, that in connection therewith the Depositor shall
not be required to qualify to do business or to file a
general consent to service of process in any jurisdiction.
(viii) During the period from the date of the
Prospectus to and including the business day after the
Closing Date, to not offer for sale, sell, contract to sell
or otherwise dispose of, directly or indirectly, or file a
registration statement for, or announce any offering of, any
securities collateralized by, or evidencing an ownership
interest in, a pool of installment loans for new and used
cars and light duty trucks without the prior written consent
of the Representatives.
(ix) For a period from the date of this Agreement
until the retirement of the Notes, to deliver to you the
annual statement of compliance and the annual independent
certified public accountants' report furnished to the Owner
Trustee and the Indenture Trustee, pursuant to the Sale and
Servicing Agreement, as soon as such statements and reports
are furnished to the Owner Trustee and the Indenture Trustee,
respectively.
(x) To cause the Trust to make generally available
to Noteholders and to the Underwriters as soon as practicable
an earnings statement covering a period of at least twelve
months beginning with the first fiscal quarter of the Trust
occurring after the effective date of the Registration
Statement, which shall satisfy the provisions of Section
11(a) of the Act and Rule 158 of the Commission promulgated
thereunder.
(xi) The Depositor and the Bank agree with each of
the several Underwriters to the extent, if any, that the
ratings provided with respect to the Notes by Xxxxx'x
Investors Service, Inc. ("Moody's") and Standard & Poor's
Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc. ("S&P") are conditional upon the furnishing of documents
or the taking of any other actions by the Bank or the
Depositor, to furnish such documents and take any such other
actions.
5. Representation of the Underwriters. Each Underwriter hereby
represents and warrants that the Term Sheet constitutes the only "Series Term
Sheet" (as such term is defined in the no-action letter addressed to Greenwood
Trust Company, Discover Card Master Trust I dated April 5, 1996) and the only
"Computational Materials," "ABS Term Sheets," "Structural Term Sheets" or
"Collateral Term Sheet" (as such terms are 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)
disseminated by it in connection with offering of the Notes contemplated
hereunder.
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6. Conditions of Underwriters' Obligations. The respective obligations
of the several Underwriters hereunder are subject to the accuracy, when made
and on the Closing Date, of the representations and warranties of the
Representing Parties contained herein, to the accuracy of the statements of the
Representing Parties made in any certificates pursuant to the provisions
hereof, to the performance by the Representing Parties of their respective
obligations hereunder, and to each of the following additional terms and
conditions:
(a) Prior to the Closing Date, no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall
have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and any request of the
Commission for inclusion of additional information in the Registration
Statement or the Prospectus or otherwise shall have been complied with
to the reasonable satisfaction of the Representatives; and the
Depositor shall have filed the Prospectus Supplement with the
Commission pursuant to Rule 424(b) of the Rules and Regulations within
the time period prescribed by such rule.
(b) All corporate proceedings and other legal matters
incident to the authorization, form and validity of this Agreement,
the Securities, each of the Basic Documents, the Registration
Statement and the Prospectus, and all other legal matters relating to
such agreements and the transactions contemplated hereby and thereby
shall be satisfactory in all material respects to counsel for the
Underwriters, and the Representing Parties shall have furnished to
such counsel all documents and information that they may reasonably
request to enable them to pass upon such matters.
(c) The Trust Agreement shall have been duly executed and
delivered by the Depositor and the Owner Trustee and the Certificates
shall have been duly executed and delivered by the Owner Trustee on
behalf of the Issuer and duly authenticated by the Owner Trustee.
(d) The Sale and Servicing Agreement shall have been duly
executed and delivered by the Depositor, the Bank, as Seller and
Servicer and the Issuer and agreed and accepted by the Indenture
Trustee and the Owner Trustee.
(e) The Indenture shall have been duly executed and delivered
by the Issuer and the Indenture Trustee and the Notes shall have been
duly executed and delivered by the Issuer and duly authenticated by
the Indenture Trustee.
(f) The Receivables Purchase Agreement shall have been duly
executed and delivered by the Seller and the Depositor.
(g) The Representatives shall have received evidence
satisfactory to them and their counsel that within ten days of the
Closing Date, UCC-1 financing statements required to be filed on or
prior to the Closing Date pursuant to the Basic Documents have been
filed.
(h) Xxxxxxx X. Broker, Esq., Vice President and Banking
Counsel of the Bank, shall have furnished to the Representatives his
written opinion, addressed to the Underwriters and dated the Closing
Date, regarding the due organization and power and
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authority of the Bank, the due authorization, execution and delivery
by the Bank of the Basic Documents to which it is a party, no
conflicts or violations of its charter or by-laws, contracts or law
and other related matters, in form and substance reasonably
satisfactory to the Representatives and their counsel.
(i) Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel
to the Depositor, shall have furnished to the Representatives their
written opinion, as counsel to the Depositor, addressed to the
Underwriters and dated the Closing Date, regarding (i) the due
organization of the Depositor and (ii) other general Delaware law
matters with respect to the Depositor, including, without limitation,
the due authorization, execution and delivery of the Basic Documents
by the Depositor, in each case, in form and substance reasonably
satisfactory to the Representatives and their counsel.
(j) Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel
to the Issuer, shall have furnished to the Representatives their
written opinion, as counsel to the Issuer, addressed to the
Underwriters and dated the Closing Date, regarding (i) the due
organization of the Issuer, (ii) the enforceability of the Trust
Agreement, (iii) other general Delaware law matters with respect to
the Issuer, including, without limitation, the due authorization,
execution and delivery of the Basic Documents by the Issuer and the
due authorization and issuance of the Certificates, (iv) the
perfection and priority of the security interest created by the Sale
and Servicing Agreement and (v) the perfection and priority of the
security interest created by the Indenture, in each case, in form and
substance reasonably satisfactory to the Representatives and their
counsel.
(k) Sidley Xxxxxx Xxxxx & Xxxx LLP shall have furnished to
the Representatives their written opinion, addressed to the
Underwriters and dated the Closing Date, regarding (i) the
enforceability of the Basic Documents (other than the Trust Agreement
and the Note Depository Agreement), (ii) the validity of the security
interests created thereby, (iii) the due issuance and enforceability
of the Notes, (iv) the qualification of the Indenture under the Trust
Indenture Act, (v) no violations of law, (vi) compliance with
applicable federal securities laws, (vii) exemption of the Bank, the
Depositor and the Issuer from registration as an investment company
under the Investment Company Act of 1940, as amended, (viii) the
conformity in all material respects of each of the Basic Documents to
the description thereof contained in the Registration Statement and
the Prospectus and (ix) negative assurances concerning the Prospectus,
in each case in form and substance reasonably satisfactory to the
Representatives and their counsel.
(l) Gardere Xxxxx Xxxxxx L.L.P., special Texas counsel to the
Depositor, shall have furnished to the Representatives their written
opinion, addressed to the Underwriters and dated the Closing Date,
regarding the perfection and priority of the security interest created
by the Receivables Purchase Agreement, in form and substance
reasonably satisfactory to the Representatives and their counsel.
(m) Sidley Xxxxxx Xxxxx & Xxxx LLP shall have furnished to
the Representatives their written opinion, addressed to the
Underwriters and dated the Closing Date, with respect to certain
matters relating to the transfer of the Receivables by
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the Seller to the Depositor, in form and substance reasonably
satisfactory to the Representatives and their counsel.
(n) Sidley Xxxxxx Xxxxx & Xxxx LLP shall have furnished to
the Representatives their written opinion, addressed to the
Underwriters and dated the Closing Date, to the effect that (i) the
Issuer will not be an association (or a publicly traded partnership)
taxable as a corporation for federal income tax purposes, (ii) the
Notes will be characterized as indebtedness for federal income tax
purposes and (iii) the statements set forth in the Prospectus under
the heading "Certain Federal Income Tax Consequences", to the extent
that they are statements of law are true and correct in all material
respects, in form and substance reasonably satisfactory to the
Representatives and their counsel.
(o) The Representatives shall have received from
________________, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, with respect to such matters as the
Representatives may require, and the Bank and the Depositor shall have
furnished to such counsel such documents as they reasonably request
for enabling them to pass upon such matters.
(p) ________________________, counsel to the Owner Trustee,
shall have furnished to the Representatives their written opinion, as
counsel to the Owner Trustee, addressed to the Underwriters and dated
the Closing Date, regarding the due organization of the Owner Trustee,
the due authorization, execution and delivery by the Owner Trustee of
the Trust Agreement, no conflicts or violations of organizational
documents, contracts or law and other related matters, in form and
substance reasonably satisfactory to the Representatives and their
counsel.
(q) ____________________, counsel to the Indenture Trustee,
shall have furnished to the Representatives their written opinion, as
counsel to the Indenture Trustee, addressed to the Underwriters and
dated the Closing Date, regarding the due organization of the
Indenture Trustee, the due authorization, execution and delivery by
the Indenture Trustee of the Basic Documents to which it is a party,
no conflicts or violations of organizational documents, contracts or
law and other related matters, in form and substance reasonably
satisfactory to the Representatives and their counsel.
(r) The Representatives shall have received a letter dated
the date hereof (the "Procedures Letter") from a firm of independent
nationally recognized certified public accountants acceptable to the
Representatives verifying the accuracy of such financial and
statistical data contained in the Prospectus as the Representatives
shall deem advisable. In addition, if any amendment or supplement to
the Prospectus made after the date hereof contains financial or
statistical data, the Representatives shall have received a letter
dated the Closing Date confirming the Procedures Letter and providing
additional comfort on such new data.
(s) The Representatives shall have received a certificate,
dated the Closing Date, of any of the Chairman of the Board, the
President, any Senior Vice President, any Vice President or the chief
financial officer of each of the Bank and the Depositor stating
11
that (i) the representations and warranties of the Bank or the
Depositor, as applicable, contained in this Agreement and the Basic
Documents to which it is a party are true and correct on and as of the
Closing Date, (ii) the Bank or the Depositor, as applicable, has
complied with all agreements and satisfied all conditions on its part
to be performed or satisfied hereunder and under such agreements at or
prior to the Closing Date, (iii) no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or, to the best of
his or her knowledge, are contemplated by the Commission, and (iv)
since ______________, there has been no material adverse change in the
financial position or results of operations of the Bank or the
Depositor, as applicable, or the Issuer or any change, or any
development including a prospective change, in or affecting the
condition (financial or otherwise), results of operations, business or
prospects of the Bank or the Depositor, as applicable, or the Issuer
except as set forth in or contemplated by the Registration Statement
and the Prospectus.
(t) The Representatives shall have received a letter from
Xxxxx'x stating that (i) the Class [ ] Notes have received a rating of
"Prime-1" and (ii) the Class [ ] Notes, the Class [ ] Notes and the
Class [ ] Notes have received a rating of "Aaa".
(u) The Representatives shall have received a letter from S&P
stating that (i) the Class [ ] Notes have received a rating of "A-1+"
and (ii) the Class [ ] Notes, the Class [ ] Notes and the Class [ ]
Notes have received a rating of "AAA".
(v) Subsequent to the execution and delivery of this
Agreement there shall not have occurred any of the following: (i)
trading in securities generally on the New York Stock Exchange, the
American Stock Exchange or the over-the-counter market shall have been
suspended or limited, or minimum prices shall have been established on
either of such exchanges or such market by the Commission, by such
exchange or by any other regulatory body or governmental authority
having jurisdiction or (ii) a general moratorium on commercial banking
activities shall have been declared by Federal or New York State
authorities or (iii) there shall have been any material disruption in
commercial banking securities settlement or clearance services in the
United States or (iv) an outbreak or escalation of hostilities or a
declaration by the United States of a national emergency or war or any
other substantial national or international calamity or emergency as
to make it, in the reasonable judgment of a majority in interest of
the several Underwriters, impracticable or inadvisable to proceed with
the public offering or the delivery of the Notes on the terms and in
the manner contemplated in the Prospectus.
All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Underwriters.
7. Termination. The obligations of the Underwriters hereunder may be
terminated by the Representatives, in their absolute discretion, by notice
given to and received by the Depositor or the Bank prior to delivery of and
payment for the Notes if, prior to that time, any of the events described in
Section 6(v) shall have occurred or any of the other conditions described in
Section 6 shall not be satisfied.
12
8. Defaulting Underwriters.
(a) If any one or more of the Underwriters shall fail to
purchase and pay for any of the Notes agreed to be purchased by such
Underwriter hereunder on the Closing Date, and such failure
constitutes a default in the performance of its or their obligations
under this Agreement, the Representatives may make arrangements for
the purchase of such Notes by other persons satisfactory to the Bank,
the Depositor and the Representatives, including any of the
Underwriters, but if no such arrangements are made by the Closing
Date, then each remaining non-defaulting Underwriter shall be
severally obligated to purchase the Notes which the defaulting
Underwriter or Underwriters agreed but failed to purchase on the
Closing Date in the respective proportions which the principal amount
of Notes set forth opposite the name of each remaining non-defaulting
Underwriter in Schedule 1 hereto bears to the aggregate principal
amount of Notes set forth opposite the names of all the remaining
non-defaulting Underwriters in Schedule 1 hereto; provided, however,
that the remaining non-defaulting Underwriters shall not be obligated
to purchase any of the Notes on the Closing Date if the aggregate
principal amount of Notes which the defaulting Underwriter or
Underwriters agreed but failed to purchase on such date exceeds
one-eleventh of the aggregate principal amount of the Notes to be
purchased on the Closing Date, and any remaining non-defaulting
Underwriter shall not be obligated to purchase in total more than 110%
of the principal amount of the Notes which it agreed to purchase on
the Closing Date pursuant to Section 2. If the foregoing maximums are
exceeded and the remaining Underwriters or other underwriters
satisfactory to the Representatives, the Bank and the Depositor do not
elect to purchase the Notes which the defaulting Underwriter or
Underwriters agreed but failed to purchase, this Agreement shall
terminate without liability on the part of any non-defaulting
Underwriter, the Bank or the Depositor, except that the Bank and the
Depositor will continue to be liable for the payment of expenses to
the extent set forth in Sections 9 and 13 and except that the
provisions of Sections 10 and 11 shall not terminate and shall remain
in effect. As used in this Agreement, the term "Underwriter" includes,
for all purposes of this Agreement unless the context otherwise
requires, any party not listed in Schedule 1 hereto who, pursuant to
this Section 8, purchases Notes which a defaulting Underwriter agreed
but failed to purchase.
(b) Nothing contained herein shall relieve a defaulting
Underwriter of any liability it may have for damages caused by its
default. If other Underwriters are obligated or agree to purchase the
Notes of a defaulting Underwriter, any of the Representatives, the
Bank or the Depositor may postpone the Closing Date for up to seven
full business days in order to effect any changes that in the opinion
of counsel for the Bank and the Depositor or counsel for the
Underwriters may be necessary in the Registration Statement, the
Prospectus or in any other document or arrangement, and the Depositor
agrees to file promptly any amendment or supplement to the
Registration Statement or the Prospectus that effects any such
changes.
9. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If (a) notice shall have
been given pursuant to Section 7 terminating the obligations of the
Underwriters hereunder, (b) the Depositor shall fail to tender the Notes for
delivery to the Underwriters for any reason permitted under this Agreement or
(c) the Underwriters shall decline to purchase the Notes for any reason
13
permitted under this Agreement, the Bank shall reimburse the Underwriters for
the fees and expenses of their counsel and for such other out-of-pocket
expenses as shall have been reasonably incurred by them in connection with this
Agreement and the proposed purchase of the Notes, and upon demand the Bank
shall pay the full amount thereof to the Representatives. If this Agreement is
terminated pursuant to Section 8 by reason of the default of one or more
Underwriters, the Bank shall not be obligated to reimburse any defaulting
Underwriter on account of those expenses.
10. Indemnification.
(a) The Representing Parties, jointly and severally, agree to
indemnify and hold harmless each Underwriter and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the
Securities Act (collectively referred to for the purposes of this
Section 10 and Section 11 as the Underwriter) against any loss, claim,
damage or liability, joint or several, to which that Underwriter may
become subject, under the Securities Act or otherwise, insofar as such
loss, claim, damage or liability (or any action in respect thereof)
arises out of or is based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary
prospectus supplement, the Registration Statement or the Prospectus or
in any amendment or supplement thereto or (ii) the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading, and shall
reimburse each Underwriter for any legal or other expenses reasonably
incurred by that Underwriter directly in connection with investigating
or preparing to defend or defending against or appearing as a third
party witness in connection with any such loss, claim, damage or
liability (or any action in respect thereof) as such expenses are
incurred; provided, however, that the Representing Parties shall not
be liable in any such case to the extent that any such loss, claim,
damage or liability (or any action in respect thereof) arises out of
or is based upon an untrue statement or alleged untrue statement in or
omission or alleged omission from (x) any preliminary prospectus
supplement, the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon and in conformity with the
Underwriters' Information or (y) any Statement of Eligibility and
Qualification (Form T-1) filed with the Registration Statement;
provided, further, that such indemnity with respect to any preliminary
prospectus supplement or any amendment or supplement thereto shall not
inure to the benefit of any Underwriter from whom the person asserting
any such loss, claim, damage or liability purchased the Notes which
are the subject thereof (or to the benefit of any person controlling
such Underwriter) if at or prior to the written confirmation of the
sale of such Notes a copy of the Prospectus (or the Prospectus as
amended or supplemented) was not sent or delivered to such person and
the untrue statement or omission of a material fact contained in such
preliminary prospectus supplement was corrected in the Prospectus (or
the Prospectus as amended or supplemented) furnished such Prospectus
(as amended or supplemented) reasonably prior to the delivery of such
confirmation.
(b) Each Underwriter, severally and not jointly, shall
indemnify and hold harmless each Representing Party, each of its
directors, each officer of the Depositor who signed the Registration
Statement and each person, if any, who controls a Representing
14
Party within the meaning of Section 15 of the Securities Act
(collectively referred to solely for the purposes of this Section 10
and Section 11 as the "Representing Party Indemnified Parties"),
against any loss, claim, damage or liability, joint or several, to
which the Representing Party Indemnified Parties may become subject,
under the Securities Act or otherwise, insofar as such loss, claim,
damage or liability (or any action in respect thereof) arises out of
or is based upon (i) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus supplement,
the Registration Statement or the Prospectus or in any amendment or
supplement thereto or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
they are made, not misleading, but in each case only to the extent
that the untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with the
written information furnished to the Bank and the Representing Parties
by or on behalf of such Underwriter specifically for use therein, and
shall reimburse Representing Party Indemnified Parties for any legal
or other expenses reasonably incurred by the Representing Party
Indemnified Parties in connection with investigating or preparing to
defend or defending against or appearing as third party witness in
connection with any such loss, claim, damage or liability (or any
action in respect thereof) as such expenses are incurred. The parties
acknowledge and agree that the written information furnished to the
Representing Parties through the Representatives by or on behalf of
the Underwriters (the "Underwriters' Information") consists solely of
the _________________________ paragraph of text under the caption
"Underwriting" in the Prospectus Supplement.
(c) Promptly after receipt by an indemnified party under this
Section 10 of notice of any claim or the commencement of any action,
the indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under this Section 10, notify the
indemnifying party in writing of the claim or the commencement of that
action; provided, however, that the failure to notify the indemnifying
party shall not relieve it from any liability which it may have under
this Section 10 except to the extent it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such
failure; and, provided, further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it
may have to an indemnified party otherwise than under this Section 10.
If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to
the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel
reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to
assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 10 for
any legal or other expenses subsequently incurred by the indemnified
party in connection with the defense thereof other than reasonable
costs of investigation; provided, however, an indemnified party shall
have the right to employ its own counsel in any such action, but the
fees, expenses and other charges of such counsel for the indemnified
party will be at the expense of such indemnified party unless (i) the
employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (ii) the indemnified party has
reasonably concluded (based upon
15
advice of counsel to the indemnified party) that there may be legal
defenses available to it or other indemnified parties that are
different from or in addition to those available to the indemnifying
party, (iii) a conflict or potential conflict exists (based upon
advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party
will not have the right to direct the defense of such action on behalf
of the indemnified party) or (iv) the indemnifying party has not in
fact employed counsel reasonably satisfactory to the indemnified party
to assume the defense of such action within a reasonable time after
receiving notice of the commencement of the action, in each of which
cases the reasonable fees, disbursements and other charges of counsel
will be at the expense of the indemnifying party or parties. It is
understood that the indemnifying party or parties shall not, in
connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees, disbursements and
other charges of more than one separate firm of attorneys (in addition
to any local counsel) at any one time for all such indemnified party
or parties. Each indemnified party, as a condition of the indemnity
agreements contained in Sections 10(a) and 10(b), shall use all
reasonable efforts to cooperate with the indemnifying party in the
defense of any such action or claim. No indemnifying party shall be
liable for any settlement of any such action effected without its
written consent, which shall not be unreasonably withheld, but if
settled with its written consent or if there be a final judgment of
the plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment. No
indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that
are the subject matter of such proceedings.
The obligations of the Representing Parties and the Underwriters in
this Section 10 and in Section 11 are in addition to any other liability which
the Representing Parties or the Underwriters, as the case may be, may
otherwise have.
11. Contribution. If the indemnification provided for in Section 10 is
unavailable or insufficient to hold harmless an indemnified party under Section
10(a) or (b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability (i) in such
proportion as shall be appropriate to reflect the relative benefits received by
the Representing Parties on the one hand and the Underwriters on the other from
the offering of the Notes or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Representing Parties on the one hand and the
Underwriters on the other with respect to the statements or omissions which
resulted in such loss, claim, damage or liability, as well as any other
relevant equitable considerations. The relative benefits received by the
Representing Parties on the one hand and the Underwriters on the other with
respect to such offering shall be deemed to be in the same proportion as the
total net proceeds from the offering of the Notes purchased under this
Agreement (before deducting expenses) received by the Representing Parties bear
to the total underwriting discounts and
16
commissions received by the Underwriters with respect to the Notes purchased
under this Agreement, in each case as set forth in the table on the cover page
of the Prospectus Supplement. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Representing Parties on
the one hand or the Underwriters on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission.
The Representing Parties and the Underwriters agree that it would not
be just and equitable if contributions pursuant to this Section 11 were to be
determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does
not take into account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the loss, claim,
damage or liability referred to above in this Section 11 shall be deemed to
include, subject to the limitations on the fees and expenses of separate
counsel set forth in Section 10, for purposes of this Section 11, any legal or
other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such claim or any action in respect
thereof. Notwithstanding the provisions of this Section 11, no Underwriter
shall be required to contribute any amount in excess of the amount by which
the total price at which the Notes underwritten by it and distributed to the
public were offered to the public less the amount of any damages which such
Underwriter has otherwise paid or become liable to pay by reason of any untrue
or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
indemnify as provided in Section 10 and contribute as provided in this Section
11 are several in proportion to their respective underwriting obligations and
not joint.
12. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Underwriters, the Representing
Parties and their respective successors. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Underwriters, the Representing Parties and their
respective successors and the controlling persons and officers and directors
referred to in Sections 10 and 11 and their heirs and legal representatives,
any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision contained herein.
13. Expenses. The Representing Parties agree with the Underwriters to
pay (a) the costs incident to the authorization, issuance, sale, preparation
and delivery of the Notes and any taxes payable in connection therewith; (b)
the costs incident to the preparation, printing and filing under the Securities
Act of the Registration Statement and any amendments and exhibits thereto; (c)
the costs of distributing the Registration Statement as originally filed and
each amendment thereto and any post-effective amendments thereof (including, in
each case, exhibits), any preliminary prospectus supplement, the Prospectus and
any amendment or supplement to the Prospectus, including, without limitation,
the Prospectus Supplement, all as provided in this Agreement; (d) the costs of
printing, reproducing and distributing this Agreement and any other
underwriting and selling group documents and the Term Sheet by mail, telex or
other means of communications; (e) the fees and expenses of qualifying the
Notes under the securities laws of the several jurisdictions as provided in
Section 4(a)(vii) and of preparing,
17
printing and distributing Blue Sky Memoranda (including related fees and
expenses of counsel to the Underwriters); (f) any fees charged by Xxxxx'x and
S&P for rating the Securities; (g) all fees and expenses of the Owner Trustee
and the Indenture Trustee and their respective counsel; and (h) all other costs
and expenses incident to the performance of the obligations of the Representing
Parties under this Agreement; provided, that except as otherwise provided in
this Section 13 and in Section 9, the Underwriters shall pay their own costs
and expenses, including the costs and expenses of their counsel, any transfer
taxes on the Notes which they may sell and the expenses of advertising any
offering of the Notes made by the Underwriters.
14. Survival. The respective indemnities, rights of contribution,
representations, warranties and agreements of the Representing Parties and the
Underwriters contained in this Agreement or made by or on behalf on them,
respectively, pursuant to this Agreement, shall survive the delivery of and
payment for the Notes and shall remain in full force and effect, regardless of
any (i) termination or cancellation of this Agreement, (ii) any investigation
made by or on behalf of any of them or any person controlling any of them or
(iii) acceptance of and payment for the Notes.
15. Notices, etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:
(a) if to the Underwriters, shall be delivered or sent by
mail or facsimile transmission and confirmed to c/o __________________
at _____________, ___________, _____________ , Attention:
______________, ___________, with a copy to the Legal Department; and
__________________ at ________________, _________, _________
__________, Attention: _______________;
(b) if to the Depositor, shall be delivered or sent by mail
or facsimile transmission and confirmed to the address of the
Depositor set forth in the Registration Statement, Attention: General
Counsel; and
(c) if to the Bank, shall be delivered or sent by mail or
facsimile transmission and confirmed to the address of the Bank set
forth in the Registration Statement, Attention: General Counsel.
Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof. The Bank and the Depositor shall be entitled to act
and rely upon any request, consent, notice or agreement given or made on
behalf of the Underwriters by the Representatives.
16. Definitions of Certain Terms. For purposes of this Agreement,
"business day" means any day on which the New York Stock Exchange, Inc. is open
for trading.
17. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
18
18. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
19. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.
19
If the foregoing is in accordance with your understanding of the
agreement between the Bank, the Depositor and the several Underwriters, kindly
indicate your acceptance in the space provided for that purpose below.
Very truly yours,
USAA ACCEPTANCE, LLC
By: _____________________________
Name:
Title:
USAA FEDERAL SAVINGS BANK
By: _____________________________
Name:
Title:
Accepted:
_______________________________
By: _____________________________
Authorized Signatory
Accepted:
_______________________________
By: _____________________________
Authorized Signatory
Acting on behalf of themselves and as
the Representatives of the several
Underwriters
20
SCHEDULE 1
Principal Amount Principal Amount Principal Amount Principal Amount
Underwriter of Class [ ] Notes of Class [ ] Notes of Class [ ] Notes of Class [ ] Notes
----------- ------------------ ------------------ ------------------ ------------------
$ $ $ $
$ $ $ $
$ $ $ $
$ $ $ $
$ $ $ $
$ $ $ $
1
