OAKWOOD MORTGAGE INVESTORS, INC.
PASS-THROUGH CERTIFICATES
1997-C TERMS AGREEMENT
Dated August 14, 1997
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 1997-C, Classes X-0, X-0, X-0,
X-0, X-0, X-0, X, X-0, X-0, X and R (Collectively, the "Certificates"). The
Classes X-0, X-0, X-0, X-0, X-0, X-0, X, X-0 and B-2 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 Xxxxxxx, Xxxxx & Co. (the "Underwriters"), and the
Underwriters hereby severally agree to purchase from the Company, on
August 20,1997, 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, 1997, 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, 1997 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 (November 1995 Edition) (collectively, the
"Pooling and Servicing Agreement"). The Certificates will represent in the
aggregate the entire beneficial ownership interest in the assets of the Trust
which will consist primarily of fixed-rate installment sales contracts secured
by units of manufactured housing (the "Contracts") with original terms to
maturity not exceeding 30 years and fixed-rate mortgage loans secured by first-
liens on the real estate to which the related manufactured homes are deemed
permanently affixed (the "Mortgage Loans" and, together with the Contracts, the
"Assets") with original terms to maturity not exceeding 30 years, in each cash
having the characteristics described in the final Prospectus Supplement, dated
August 14, 1997, relating to the Underwritten Certificates (the "Prospectus
Supplement").
The Company and the Servicer specifically covenant to make available on
the Closing Date for sale, transfer and assignment to the Trust, Assets
having the characteristics described in the Prospectus Supplement; provided,
however, that there may be nonmaterial variances from the description of the
Assets in the Prospectus Supplement and the Assets actually delivered on the
Closing Date.
Registration Statement: References in the Standard Provisions to the
Registration Statement shall be deemed to include registration statement No.
333-31441.
Initial Aggregate Scheduled Principal Balance of Assets: $234, 625, 441.12.
Cut-Off Date: August 1, 1997.
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TERMS OF THE CERTIFICATES:
CLASS INITIAL PRINCIPAL PASS-THROUGH RATINGS PURCHASE
DESIGNATION AMOUNT RATE FITCH S&P PRICE
----------- ----------------- ---------------- ----- ----- ----------
A-1 $43,620,000 (1) "AAA" "AAA" 99.780000%
A-2 $42,810,000 6.450% per annum "AAA" "AAA" 99.656250%
A-3 $27,750,000 6.650% per annum "AAA" "AAA" 99.637500%
A-4 $12,930,000 6.850% per annum "AAA" "AAA" 99.431250%
A-5 $27,080,000 7.050% per annum "AAA" "AAA" 99.553125%
A-6 $28,818,000 (2) "AAA" "AAA" 99.471875%
M $18,770,000 (2) "AA" "AA" 99.368125%
B-1 $21,116,000 (2) "BBB" "BBB" 99.375000%
B-2 $11,731,441 (2) "BBB" "BBB" 99.453125%
(1) The Pass-Through Rate for the Class A-1 Certificates will equal the lesser
of One-Month LIBOR plus 0.10% or the Weighted Average Net Asset Rate.
(2) The Pass-Through Rate for the (i) Class A-6 Certificates will equal the
lesser of 7.350% per annum or the Weighted Average Net Rate, (ii) Class M
Certificates will equal the lesser of 7.150% per annum or the Weighted
Average Net Asset Rate, (iii) Class B-1 Certificates will equal the lesser
of 7.450% per annum or the Weighted Average Net Asset Ratio and (iv) Class
B-2 Certificates will equal the lesser of 7.700% per annum or the Weighted
Average Net Asset Ratio.
SUBORDINATION FEATURES: The Class M Certificates will be subordinated to
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6
Certificates (collectively, the "Class A Certificates"), the Class B-1
Certificates will be subordinated to the Class A Certificates and the Class M
Certificates and the Class B-2 Certificates will be subordinated to the Class A
Certificates, the Class M Certificates and the Class B-1 Certificates, all as
described in the Prospectus Supplement.
LIMITED GUARANTY: The Class B-2 Certificates will have the benefit of a
limited guarantee provided by Oakwood Homes of certain collections on the
Assets.
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, 1997.
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.
3
PURCHASE PRICE: The Underwriters have severally 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 initial
Certificate Principal Balance of each such Class. Payment of the purchase price
for the Underwritten Certificates shall be made to the Company in federal or
similar immediately available funds payable to the order of the Company.
DENOMINATIONS: The Underwritten Certificates will be issued in book-entry
form in minimum denominations of $1,000 and integral multiples of $1 in excess
thereof.
FEES. It is understood that servicing fees may be withheld from the
payments on the Assets in each month prior to distributions on the Certificates
on the Distribution Date occurring in such month to the extent permissible
under the Pooling and Servicing Agreement.
CLOSING DATE AND LOCATION: 10:00 a.m. Eastern Time on August 20, 1997, 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 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: Each underwriter hereby represents and warrants
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 it 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 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).
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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 Computation 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"). Each Underwriter severally agrees, assuming
(i) all information provided by the Company (including the Computer Tape) is
accurate and complete in all material respects and (ii) the Company's
independent public accountants have determined that the Derived Information
agrees with the Computer Tape, to indemnify and hold harmless the Company, each
of the Company's officers and directors and each person who controls the Company
within the meaning of Section 15 of the 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 such Underwriter and incorporated by reference into the Registration
Statement, or arise out of or are based upon the omission or alleged omission
to state in such Derived Information a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, (except that no such
indemnity shall be available for any losses, claims, damages or liabilities, or
actions in respect thereof to the extent any such untrue statement or alleged
untrue statement therein results directly from an error in the information on
the Computer Tape or in any other information concerning the Mortgage Loans or
the Contracts provided by the Company to any Underwriter in writing or through
electronic transmission) and agrees to reimburse each such indemnified party for
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 an
Underwriter under this paragraph shall be in addition to any liability which
such Underwriter may otherwise have. Notwithstanding the provisions of this
paragraph, no Underwriter shall 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 EACH UNDERWRITER: It is understood and agreed
that the information set forth under the heading "Underwriting" in the
Prospectus Supplement and the sentence regarding each Underwriter's intention 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.
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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.
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
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
REQUEST FOR OPINIONS: (a) The Company and OAC hereby request and
authorize Hunton & Xxxxxxxx and Xxxx, Xxxxx & Xxxx, P.A., as their counsel in
this transaction, to issue on behalf of the Company and OAC, such legal opinions
to the Underwriters, their respective 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.
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(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.
Each Underwriter agrees, 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.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Xxxxxxx X'Xxxxxxxx
Name: Xxxxxxx X'Xxxxxxxx
Title: Vice President
XXXXXXX, SACHS & CO.
/s/ Xxxxxxx, Xxxxx & Co.
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, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M, Class
B-1 and Class B-2 Certificates
Class A-1 Class A-2 Class A-3
----------- ----------- -----------
Credit Suisse First Boston Corporation $21,810,000 $21,405,000 $13,875,000
Xxxxxxx, Sachs & Co. $21,810,000 $21,405,000 $13,875,000
----------- ----------- -----------
Total $43,620,000 $42,810,000 $27,750,000
=========== =========== ===========
Class A-4 Class A-5 Class A-6
----------- ----------- -----------
Credit Suisse First Boston Corporation $ 6,465,000 $13,540,000 $14,409,000
Xxxxxxx, Xxxxx & Co. $ 6,465,000 $13,540,000 $14,409,000
----------- ----------- -----------
Total $12,930,000 $27,080,000 $28,818,000
=========== =========== ===========
Class M Class B-1 Class B-2
----------- ----------- -----------
Credit Suisse First Boston Corporation $ 9,385,000 $21,116,000 $11,731,441
Xxxxxxx, Sachs & Co. $ 9,385,000 $ 0 $ 0
----------- ----------- -----------
Total $18,770,000 $21,116,000 $11,731,441
=========== =========== ===========
