Exhibit 1.1
Saxon Asset Securities Company
Mortgage Loan Asset Backed Certificates,
Series 2001-3
UNDERWRITING AGREEMENT
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Dated: September 27, 2001
To: Saxon Asset Securities Company (the "Company")
Saxon Mortgage Inc. ("SMI")
Re: Standard Terms to Underwriting Agreement (June 1997 Edition)
Series
Designation: Mortgage Loan Asset Backed Certificates, Series 2001-3, Class
AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6,
Class AV-1, Class AV-2, Class A-IO, Class M-1, Class M-2, Class B,
Class S-1, Class S-2, Class X-IO, Class C and Class R
(collectively, the "Certificates"). The Class AF-1, Class AF-2,
Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class AV-1, Class
A-IO, Class AV-2, Class M-1, Class M-2 and Class B Certificates
are referred to herein as the "Underwritten Certificates."
Underwriting Agreement: Subject to the terms and conditions set
forth and incorporated by reference herein, the Company hereby agrees to issue
and sell to Credit Suisse First Boston Corporation, Greenwich Capital Markets,
Inc., First Union Securities, Inc. and X. X. Xxxxxx Securities Inc.
(collectively, the "Underwriters"), and the Underwriters hereby agree to
purchase from the Company, on or about October 11, 2001, the Underwritten
Certificates 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 (a) the ratings specified in the table below by Standard & Poor's
Rating Service ("S&P"), and Xxxxx'x Investors Service ("Xxxxx'x" and together
with S&P, the "Rating Agencies") with respect to each Class of Certificates;
(ii) receipt of a Prospectus Supplement in form and substance satisfactory to
the Underwriters; and (iii) the Sales Agreement dated as of October 11, 2001 by
and between the company and SMI and the Pooling and Servicing Agreement (as
defined below) each being in form and substance satisfactory to the
Underwriters.
The Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of September 1, 2001 (the "Pooling and Servicing
Agreement"), by and among the Company, SMI, as Master Servicer (the "Master
Servicer"), Meritech Mortgage Services, Inc., as Servicer (the "Servicer") and
Bankers Trust Company as Trustee (the "Trustee"). The Certificates will
represent in the aggregate the entire beneficial ownership interest in the
assets of the Trust Fund created under the Pooling and Servicing Agreement,
which will consist primarily of two pools of conventional, one- to four-family,
mortgage loans with original terms to stated maturity of not more than 30 years
which have the characteristics described in the Prospectus Supplement (the
"Mortgage Loans").
The Company and SMI specifically covenant to make available on the
Closing Date for sale, transfer and assignment to the Trust Fund, Mortgage Loans
having the
characteristics described in the Prospectus Supplement; provided, however, that
there may be immaterial variances from the description of the Mortgage Loans in
the Prospectus Supplement and the actual Mortgage Loans delivered on the Closing
Date. Upon delivery of the Mortgage Loans to the Company, the Company will
deliver such Mortgage Loans to the Trust Fund.
Registration Statement: References in the Agreement (as defined
below) to the Registration Statement shall be deemed to include registration
statement no. 333-67170.
Aggregate Scheduled Principal Balance of Mortgage Loans:
Approximately $366,002,898 (as of the Cut-off Date), including approximately
$111,387,013 of fixed-rate Mortgage Loans and approximately $254,615,885 of
Variable Rate Mortgage Loans. In addition, approximately $250,000,000 will be
deposited into the Pre-Funding Account.
Cut-Off Date: As of the close of business September 1, 2001.
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Terms of the Certificates:
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Proposed
Initial Ratings by
Series 2001-3 Principal Pass-Through Xxxxx'x and Sale of the
Designation Amount Rate S&P CUSIP Number Certificates
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Class AF-1 $ 63,820,000 (3) Aaa/AAA 000000XX0 (8)
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Class AF-2 $ 26,600,000 4.00%(4) Aaa/AAA 000000XX0 (8)
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Class AF-3 $ 29,390,000 4.49%(4) Aaa/AAA 000000XX0 (8)
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Class AF-4 $ 21,930,000 5.30%(4) Aaa/AAA 000000XX0 (8)
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Class AF-5 $ 23,150,000 5.91%(4) Aaa/AAA 000000XX0 (8)
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Class AF-6 $ 18,320,000 5.49%(4) Aaa/AAA 000000XX0 (8)
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Class AV-1 $272,010,000 (3) Aaa/AAA 000000XX0 (8)
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Class AV-2 $146,780,000 (3) Aaa/AAA 000000XX0 (8)
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Class A-IO (1) 6.25% Aaa/AAA 000000XX0 (8)
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Class S-1 (1) (5) Aaa/AAA 000000XX0 (9)
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Class S-2 (1) (5) Aaa/AAA 000000XX0 (9)
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Class M-1 $ 49,000,000 (3) Aa2/AA 000000XX0 (8)
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Class M-2 $ 28,000,000 (3) A2/A 000000XX0 (8)
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Class B $ 21,000,000 (3) Baa2/BBB 000000XX0 (8)
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Class X-IO (2) (6) Aaa/AAA 000000XX0 (8)
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Class P N/A N/A (7) N/A (9)
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Class C N/A N/A (7) N/A (9)
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Class R N/A N/A (7) N/A (9)
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(1) The Class A-IO, Class S-1 and Class S-2 Certificates are not entitled
to distributions of principal but are entitled to distributions of
interest calculated on the basis of a notional balance (as further
described in the Prospectus Supplement).
(2) The Class X-IO Certificates are not entitled to distributions of
principal but are entitled to distributions of interest calculated on
the basis of their notional amount at the stepped rate discussed in the
Prospectus Supplement.
(3) On each Distribution Date, the Variable Rate Pass-Through Rates per
annum will equal the least of: (i) One Month LIBOR plus the related
spread (subject, in the case of the AF-1, AV-1, AV-2, M-1, M-2 and B
Certificates, to an increase for any Distribution Date after the
Initial Optional Termination Date), as set forth in the Pooling and
Servicing Agreement, (ii) the Net WAC Cap (as defined in the Pooling
and Servicing Agreement) and (iii) the Maximum Cap Rate (as defined in
the Pooling and Servicing Agreement).
(4) On any Distribution Date, the Pass-Through Rates for the Class AF-2,
Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates will
equal the lesser of (i) the Pass-Through Rate set forth above (subject,
in the case of the AF-5 and AF-6 Certificates, to a 0.50% increase for
any Distribution Date after the Initial Optional Termination Date) and
(ii) the Net WAC Cap (as defined in the Pooling and Servicing
Agreement).
(5) The per annum Pass-Through Rate of the Class S-1 Certificates on any
distribution date through the distribution date in September 2003 is
the greater of (i) 2.25% minus One Month LIBOR and (ii) 0.00%.
Thereafter, the per annum Pass-Through Rate of the Class S-1
Certificates is 0.00%. The per annum Pass-Through Rate of the Class S-2
Certificates on any distribution date through the distribution date in
September 2003 is 0.00%. Thereafter, the per annum Pass-Through Rate of
the Class S-2 Certificates on any Distribution Date through the
Distribution Date in September 2004 is the greater of (i) 2.25% minus
One Month LIBOR and (ii) 0.00%. Thereafter, the per annum Pass-Through
Rate of the Class S-2 Certificates is 0.00%.
(6) On any Distribution Date, the Class X-IO Pass-Through Rate will equal
to the lesser of (a) for each Distribution Date up to and including the
Distribution Date in September 2003, 0.275%, and for each Distribution
Date thereafter, 0.10%; and (b) the
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excess, if any, of the Net WAC Cap (as defined in the Pooling and
Servicing Agreement) over the weighted average of the Pass-Through
Rates of the Offered Certificates other than Class A-IO, Class S-1,
Class S-2 and Class X-IO Certificates.
(7) No ratings have been requested by the Underwriters for the Class P,
Class C and Class R Certificates.
(8) The Underwritten Certificates will be purchased by the Underwriters
from the Company and will be offered by the Underwriters to the public
from time to time in negotiated transactions or otherwise at varying
prices to be determined at the time of sale.
(9) The Class C, Class P, and Class R Certificates will be sold to the
Company in a privately negotiated transaction. The Class S-1, Class S-2
and the portion of Class A-IO Certificates will be retained by the
Company.
Underwritten Certificates Ratings: It is agreed that as a further
condition of the Underwriters' obligation to purchase the Underwritten
Certificates, the ratings indicated above by the Rating Agencies on the
Underwritten Certificates shall not have been rescinded and there shall not have
occurred any downgrading, or public notification of a possible downgrading or
public notice of a possible change, without indication of direction, in the
ratings accorded the Underwritten Certificates.
Mortgage Loans: Mortgage Loans having the approximate
characteristics described in the Prospectus Supplement with the final schedule
attached as Schedule I to the Pooling and Servicing Agreement.
Principal and Interest Distribution Dates: Each Distribution Date
shall be the 25th day of each month, or if such day is not a business day, the
next succeeding business day, commencing in October 2001.
REMIC Election: One or more elections will be made to treat the
Mortgage Loans and related assets of the Trust as a real estate mortgage
investment conduit (the "REMIC"). The Underwritten Certificates and the Class C
Certificates will be designated as "regular interests" in a REMIC. The Class R
Certificates will be designated as the "residual interest" in a REMIC. The Class
P Certificates do not represent an interest in any REMIC created under the
Pooling and Servicing Agreement.
Purchase Price: The Underwriters hereby agree to purchase each
Class of Underwritten Certificates from the Company at the applicable purchase
price set forth below, plus, in the case of the Class AF-2, Class AF-3, Class
AF-4, Class AF-5, Class AF-6, Class A-IO, Class X-IO, Class S-1 and Class S-2
Certificates, accrued interest at the applicable Pass-Through Rate from the
close of business on September 1, 2001 through the Closing Date. Each such
purchase price is expressed as a percentage of the initial principal amount of
the related Mortgage Loan pool.
Purchase Price
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Class AF-1 100%
Class AF-2 99.9949%
Class AF-3 99.9817%
Class AF-4 99.9846%
Class AF-5 99.9876%
Class AF-6 99.9876%
Class AV-1 100%
Class AV-2 100%
Class M-1 100%
Class M-2 99.5591%
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Purchase Price
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Class B 100%
Class A-IO 10.9859%
Each of the Underwriters agrees, severally and not jointly,
subject to the terms and conditions contained herein and in the Standard Terms
to Underwriting Agreement (June 1997 Edition), to purchase the principal
balances of the Classes of Certificates specified opposite its name below:
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Series 2001-3 Credit Suisse First Greenwich Capital First Union X.X. Xxxxxx
Designation Boston Markets, Inc. Securities, Inc. Securities, Inc.
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Class AF-1 $ 15,955,000 $ 15,955,000 $ 15,955,000 $ 15,955,000
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Class AF-2 6,650,000 6,650,000 6,650,000 6,650,000
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Class AF-3 7,347,500 7,347,000 7,347,500 7,347,500
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Class AF-4 5,482,500 5,482,500 5,482,500 5,482,500
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Class AF-5 5,787,500 5,787,500 5,787,500 5,787,500
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Class AF-6 4,580,000 4,580,000 4,580,000 4,580,000
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Class AV-1 68,002,500 68,002,500 68,002,500 68,002,500
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Class AV-2 36,695,000 36,695,000 36,695,000 36,695,000
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Class A-IO 127,999,424 -- -- --
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Class M-1 12,250,000 12,250,000 12,250,000 12,250,000
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Class M-2 7,000,000 7,000,000 7,000,000 7,000,000
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Class B-1 5,250,000 5,250,000 5,250,000 5,250,000
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(1) Class S-1 and Class S-2 will be retained by the Company. Class A-IO has
an original class notional balance of $ 204,100,000 and Credit Suisse First
Boston Corporation is purchasing the stated amount of the Class A-IO
Certificates and the Company will retain the difference between the original
class notional balance and the stated amount purchased by Credit Suisse First
Boston Corporation.
Closing Date and Location: 10:00 a.m. Eastern Time on or about
October 11, 2001, at the offices of XxXxx Xxxxxx LLP, 0000 X Xxxxxx, XX,
Xxxxxxxxxx, XX 00000. The Company will deliver the Underwritten Certificates and
the Class S-1 and Class S-2 certificates in book-entry form only through the
same day funds settlement system of the relevant Depositories, and the Class P,
Class C and Class R Certificates in certificated, fully-registered form on or
about October 11, 2001.
Due Diligence: At any time prior to the Closing Date, the
Underwriters have the right to inspect the Mortgage Loan Files, the related
mortgaged properties and the loan origination procedures to ensure conformity
with the Prospectus and the Prospectus Supplement.
Controlling Agreement: This Underwriting Agreement, together with
the Standard Terms to Underwriting Agreement (June 1997 Edition) (together, the
"Agreement"), completely sets forth the agreements between the Company and SMI
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 Agreement. Notwithstanding
the foregoing, the Standard Terms are hereby amended for purposes of the
Agreement as follows: (i) every instance where the term "Trust Agreement" or
"Servicing Agreement" is referenced in the Standard Terms shall be changed to
"Pooling and Servicing Agreement," (ii) there shall be added to the final
sentence of Section 1(ii) thereof the words ", the Trustee, DTC," immediately
following the phrase "any Credit Enhancer" therein, (iii) the phrase "upon
notice of the Underwriters" in the last paragraph of Section 6(i) thereof shall
be
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amended to read "upon notice to the Underwriters" and (iv) there shall be an
additional representation and warranty by the Depositor to the effect that: each
Pooling and Servicing Agreement, when executed and delivered as contemplated
thereby, will have been duly executed and delivered by the Depositor, and such
Pooling and Servicing Agreement will constitute a legal, valid and binding
agreement, enforceable against the Depositor in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and to general principles of equity
regardless of whether enforcement is sought in a proceeding in equity or at law.
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' intention to
establish a market in the Underwritten Certificates on the inside front Cover
Page of the Prospectus Supplement is the only information furnished by the
Underwriters to the Company for inclusion in the Registration Statement and the
Final Prospectus.
Collateral Term Sheets, Structural Term Sheets and Computational
Materials: The Underwriters hereby represent and warrant that (i) a hard copy of
the information provided by the Underwriters to the Company in electronic form
and attached hereto as Exhibit A, if any, constitutes all "Collateral Term
Sheets" or "Structural Term Sheets" (that are required to be filed with the
Commission within two business days of first use under the terms of the response
of the staff of the Commission to a No-Action request from the Public Securities
Association (made generally available March 9, 1995)) disseminated by the
Underwriters to investors in connection with the Underwritten Certificates and
(ii) a hard copy of the information provided by the Underwriters to the Company
and attached hereto as Exhibit B, if any, constitutes all "Computational
Materials" disseminated by the Underwriters in connection with the Underwritten
Certificates.
Trustee: Bankers Trust Company will act as Trustee of the Trust.
Blue Sky Qualifications: The Underwriters specify, and the parties
intend to qualify the Underwritten Certificates in, no jurisdictions pursuant to
the Agreement.
Applicable Law: THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.
Notices: All communications hereunder, if sent to the
Underwriters, shall be mailed, delivered or telegraphed and confirmed to Credit
Suisse First Boston Corporation, Xxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000.
* * * * *
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The Underwriters agree, subject to the terms and provisions of the
Standard Terms to the Underwriting Agreement (June 1997 edition), a copy of
which is attached, 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
on behalf of the Underwriters
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Managing Director
Accepted and Acknowledged
As of the Date First Above
Written:
SAXON ASSET SECURITIES COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
SAXON MORTGAGE, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
