OAKWOOD MORTGAGE INVESTORS, INC.
PASS-THROUGH CERTIFICATES
1998-C TERMS AGREEMENT
Dated: August 20, 1998
To: Oakwood Mortgage Investors, Inc. (the "Company")
Oakwood Acceptance Corporation ("OAC")
Re: Underwriting Agreement Standard Provisions dated
June 1995 (the "Standard Provisions")
Series
Designation: Pass-Through Certificates, Series 1998-C, Classes X-0 XXX, X, X-0,
X-0, X-0, X-0, X and R (collectively, the "Certificates"). The
Classes X-0 XXX, X, X-0, X-0, 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 First Chicago Capital Markets, Inc. (collectively,
the "Underwriters"), and the Underwriters hereby agree to purchase from the
Company, on August 27, 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 August 1, 1998, by and between
the Company and OAC, 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
August 1, 1998 among the
Company, OAC, 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 (July 1998 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 and
adjustable-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 final Prospectus Supplement, dated August 20,
1998, relating to the Underwritten Certificates (the "Prospectus Supplement").
The Company and the Servicer specifically covenant to make available on
the Closing Date or on each Subsequent Transfer Date, as applicable, 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. 333-58497.
SCHEDULED PRINCIPAL BALANCE OF ASSETS: $309,043,208.
CUT-OFF DATE WITH RESPECT TO THE ASSETS : August 1, 1998.
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TERMS OF THE CERTIFICATES:
================================================================================
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate S&P Xxxxx'x Price
--------------------------------------------------------------------------------
A-1 ARM $ 7,625,927 (1) "AAA" "Aaa" 99.731000%
A $239,608,000 6.450% per annum "AAA" "Aaa" 99.775000%
M-1 $ 23,178,000 (2) "AA" "Aa3" 99.391000%
M-2 $ 14,680,000 (2) "A-" "A2" 99.269000%
B-1 $ 10,816,000 (2) "BBB" "Baa2" 99.163000%
================================================================================
(1) The Pass-Through Rate for the Class A-1 ARM Certificates will be the per
annum rate equal to the lesser of One-Month LIBOR, as determined on the
applicable Floating Rate Determination Date, plus the Class A-1 ARM
Margin, and the Weighted Average Net Asset Rate of the Adjustable Rate
Assets. The Class A-1 ARM Margin shall equal 0.25% on any Distribution
Date which occurs on or prior to the Call Option Date, and shall equal
0.50% on any other Distribution Date.
(2) The Pass-Through Rate for the (i) Class M-1 Certificates will equal the
lesser of 6.775% per annum and the Weighted Average Net Asset Rate, (ii)
Class M-2 Certificates will equal the lesser of 7.075% per annum and the
Weighted Average Net Asset Rate; and (iii) Class B-1 Certificates will
equal the lesser of 7.400% per annum and the Weighted Average Net Asset
Rate.
SUBORDINATION FEATURES: The Class M-2 Certificates will be subordinated to
the Class M-1 Certificates, the Class M-1 and M-2 Certificates (collectively,
the "Class M Certificates") will be subordinated to the Class A-1 ARM and Class
A Certificates (collectively, the "Senior Certificates"), and the Class B-1
Certificates will be subordinated to the Senior 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 September 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 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.
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CLOSING DATE AND LOCATION: 10:00 a.m. Eastern Time on August 27, 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 to the Underwriters 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 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, OAC 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: The Underwriters hereby represent and warrant
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 them 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).
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"). The Underwriters agree, 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 Underwriters and
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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 Underwriters in writing or through electronic
transmission) and agree 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 Underwriters under
this paragraph shall be in addition to any liability which the Underwriters may
otherwise have. Notwithstanding the provisions of this paragraph, the
Underwriters 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 Certificates purchased by it hereunder.
INFORMATION PROVIDED BY THE UNDERWRITERS: It is understood and agreed that
the information set forth under the heading "Underwriting" in the Prospectus
Supplement and the sentence regarding the Underwriters' intentions 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.
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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. and
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
00 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X'Xxxxxxxx
First Chicago Capital Markets
1 First Xxxxxxxx Xxxxx
Xxxx Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxx
REQUEST FOR OPINIONS: (a) The Company and OAC hereby request and authorize
Hunton & Xxxxxxxx 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 Underwriters, their 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.
The Underwriters agree, 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.
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CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ XXXXXXX X'XXXXXXXX
----------------------------------
Name: Xxxxxxx X'Xxxxxxxx
Title: Director
FIRST CHICAGO CAPITAL MARKETS, INC.
By: /s/ XXXX X. XXXXXXX
----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
Accepted and acknowledged
As of the Date First
Above Written:
OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ XXXXXXX X. XXXX
----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
OAKWOOD ACCEPTANCE CORPORATION
By: /s/ XXXXXXX X. XXXX
----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
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SCHEDULE A
Class A-1 ARM, Class A, Class M-1, Class M-2, and Class B-1 Certificates
-----------------------------------------------------------------------------------------
Class A-1 ARM Class A Class M-1
-----------------------------------------------
Credit Suisse First Boston Corporation.... $3,813,000 $119,804,000 $11,589,000
-----------------------------------------------------------------------------------------
First Chicago Capital Markets, Inc........ $3,812,927 $119,804,000 $11,589,000
-----------------------------------------------------------------------------------------
Total.................................... $7,625,927 $239,608,000 $23,178,000
========== ============ ===========
Class M-2 Class B-1
-----------------------------------------------
Credit Suisse First Boston Corporation ... $7,340,000 $10,816,000
-----------------------------------------------------------------------------------------
First Chicago Capital Markets, Inc........ $7,340,000 $0
-----------------------------------------------------------------------------------------
Total.................................... $14,680,000 $10,816,000
=========== ===========
