OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES
2000-D TERMS AGREEMENT
Dated: December 20, 2000
To: Oakwood Mortgage Investors, Inc. (the "Company")
Oakwood Acceptance Corporation ("OAC")
Re: Underwriting Agreement Standard Provisions dated
May 1999 (the "Standard Provisions")
Series Designation: Senior/Subordinated Pass-Through Certificates,
Series 2000-D, Classes A-1, A-2, A-3, A-4, M-1, M-2, B-1, B-2, X and R
(collectively, the "Certificates"). The Class A-1, A-2, A-3, A-4, M-1, M-2 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 (the "Underwriter"), and the Underwriter hereby agrees
to purchase from the Company, on December 21, 2000, the aggregate outstanding
principal amount of the Underwritten Certificates set forth in the table below
at the purchase price and on the terms set forth below; provided, however, that
the obligations of the Underwriter are subject to: (i) receipt by the Company of
the ratings on the Certificates as set forth herein, (ii) receipt by the
Underwriter of the Sales Agreement (the "Sales Agreement"), dated as of December
1, 2000, by and between the Company and Oakwood Capital Corp., and the Pooling
and Servicing Agreement (as defined below), each being in form and substance
satisfactory to the Underwriter.
The Certificates will be issued by a trust (the "Trust") to be
established by the Company pursuant to a Pooling and Servicing Agreement, to be
dated as of December 1, 2000 among the Company, OAC, as servicer (the
"Servicer") and Wells Fargo Bank Minnesota, National Association, as trustee
(the "Trustee"), which incorporates by reference the Company's Standard Terms to
Pooling and Servicing Agreement (May 1999 Edition) (collectively, the "Pooling
and Servicing Agreement"). The Certificates will represent in the aggregate the
entire beneficial ownership interest in the assets of the Trust which will
consist primarily of manufactured housing installment sales contracts secured by
security interests in manufactured homes and, with respect to certain of the
contracts, secured by liens on the real estate on which the related manufactured
homes are located (the "Contracts") or and mortgage loans secured by 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"),
in each case having the
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characteristics described in the Prospectus Supplement dated December 20, 2000,
relating to the Underwritten Certificates (the "Prospectus Supplement").
The Company and the Servicer specifically covenant to make available on
the Closing Date for sale, transfer and assignment to the Trust, Assets having
the characteristics described in the Prospectus Supplement; provided, however,
that there may be nonmaterial variances from the description of the Assets in
the Prospectus Supplement and the Assets actually delivered on such dates.
Registration Statement: References in the Standard Provisions to the
Registration Statement shall be deemed to include registration statement No.
333-72621.
Aggregate Scheduled Principal Balance of Assets: Approximately
$162,442,598 and the Pre-Funded Amount of $52,002,500.
Cut-Off Date with Respect to the Assets Transferred to the Trust on the
Closing Date: December 1, 2000.
Terms of the Underwritten Certificates
<TABLE>
<CAPTION>
=================== ===================== =================== =================================== ==================
Class Initial Principal Pass-Through Ratings Purchase
Designation Amount Rate(1) S&P Moody's Fitch Price
----------- ------ ------- --------------------------- -----
<S> <C> <C> <C> <C> <C> <C>
A-1 $50,000,000 6.70% AAA Aaa AAA 99.810179%
A-2 $41,440,000 6.74% AAA Aaa AAA 99.763488%
A-3 $20,650,000 6.99% AAA Aaa AAA 99.733515%
A-4 $40,166,000 7.40% AAA Aaa AAA (2)
M-1 $18,225,000 8.07% AA Aa2 AA 99.555913%
M-2 $16,085,000 8.81% A A2 A 99.980722%
B-1 $10,722,000 9.50% BBB Baa2 BBB (2)
=================== ===================== =================== =========== =========== =========== ==================
</TABLE>
(1) The Pass-Through Rate for each Class of Certificates is capped at the
Weighted Average Net Asset Rate.
(2) Credit Suisse First Boston Corporation will offer the class M-1 and the
class B-1 certificates at varying prices from time to time.
Subordination Features: The Class A-2 Certificates will be subordinated
to Class A-1 Certificates; the Class A-3 Certificates will be subordinated to
the Class A-1 and Class A-2 Certificates; the Class A-4 Certificates will be
subordinated to the Class A-1, Class A-2 and Class A-3 Certificates; the Class
M-1 Certificates will be subordinated to the Class A-1, Class A-2, Class A-3 and
Class A-4 Certificates; the Class M-2 Certificates will be subordinated to the
Class A-1, Class A-2, Class A-3, Class A-4 and Class M-1 Certificates; and the
Class B-1 Certificates will be subordinated to the Class A-1, Class A-2, Class
A-3, Class A-4, Class M-1 and Class M-2 Certificates, all as described in the
Prospectus Supplement.
Distribution Dates: Each Distribution Date shall be the fifteenth day
of each month, or if such day is not a business day, on the next succeeding
business day, commencing in January 2001.
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REMIC Election: An election will be made to treat some or all of the
assets of the Trust (other than the Pre-Funding Account and the Capitalized
Interest Account and amounts on deposit therein) as one or more real estate
mortgage investment conduits for federal income tax purposes (the "REMIC"). The
Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class B-1,
Class B-2 and Class X Certificates will be designated as "regular interests" in
the issuing REMIC. The Class R Certificates will be designated as the sole class
of "residual interests" in each REMIC for federal income tax purposes.
Purchase Price: The Underwriter has agreed to purchase each Class of
Underwritten Certificates from the Company for the respective purchase prices
set forth 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 and the trustee fee 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 December 21,
2000, at the offices of Hunton & Williams, 1900 K Street, N.W., Washington, D.C.
20006-1109. The Company will deliver the Underwritten Certificates to the
Underwriter in book-entry form only, through the same-day funds settlement
system of The Depository Trust Company on the Closing Date.
Due Diligence: At any time prior to the Closing Date, the Underwriter
has the right to inspect the Asset Files and the related loan origination
procedures and to confirm the existence of the related manufactured homes or
mortgaged properties to ensure conformity with the Prospectus and the Prospectus
Supplement.
Controlling Agreement: This Terms Agreement, together with the Standard
Provisions, sets forth the complete agreement among the Company, OAC and the
Underwriter and fully supersedes all prior agreements, both written and oral,
relating to the purchase of the Underwritten Certificates and all matters set
forth herein. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement or, if not defined therein, in the Prospectus Supplement.
Computational Materials: The Underwriter hereby represents and warrants
that any information attached hereto as Exhibit 1 constitutes all "Collateral
Term Sheets" and "Computational Materials" (as such terms are defined in the
no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al.
dated May 20, 1994 and to the Public Securities Association dated February 17,
1995 (collectively, the "PSA Letters")) and all "Structural Term Sheets" and
"Series Term Sheets" (as such terms are defined in the no-action
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letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated
April 5, 1996) disseminated by it in connection with the Underwritten
Certificates.
For purposes hereof, as to the Underwriter, the term "Derived
Information" means such information, if any, in the Series Term Sheets,
Collateral Term Sheets, Structural Term Sheets and/or Computational Materials
that is not contained in either (i) the Prospectus taking into account
information incorporated therein by reference (other than information
incorporated by reference from the Series Term Sheets, Collateral Term Sheets,
Structural Term Sheets and/or Computational Materials) or (ii) any computer tape
furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming
(i) all information provided by the Company (including the Computer Tape) is
accurate and complete in all material respects and (ii) the Company's
independent public accountants have determined that the Derived Information
agrees with the Computer Tape, to indemnify and hold harmless the Company, each
of the Company's officers and directors and each person who controls the Company
within the meaning of Section 15 of the Securities Act of 1933, as amended (the
"Act") (each, an "indemnified party"), against any and all losses, claims,
damages or liabilities, joint or several, to which they may become subject under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
of a material fact contained in the Derived Information prepared by the
Underwriter and incorporated by reference into the Registration Statement, or
arise out of or are based upon the omission or alleged omission to state in such
Derived Information a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading (except that no such indemnity shall be available
for any losses, claims, damages or liabilities, or actions in respect thereof to
the extent any such untrue statement or alleged untrue statement or omission or
alleged omission therein results directly from an error in the information on
the Computer Tape or in any other information concerning the Mortgage Loans or
the Contracts provided by the Company to the Underwriter in writing or through
electronic transmission), and agrees to reimburse each such indemnified party
for any legal or other expenses reasonably incurred by it in connection with
investigating or defending or preparing to defend any such loss, claim, damage,
liability or action as such expenses are incurred. The obligations of the
Underwriter under this paragraph shall be in addition to any liability which the
Underwriter may otherwise have. Notwithstanding the provisions of this
paragraph, the Underwriter shall not be required to pay any amount with respect
to the indemnities provided hereunder in excess of the underwriting discount or
commission applicable to the Underwritten Certificates purchased by it
hereunder.
Information Provided by the Underwriter: It is understood and agreed
that the information set forth under the heading "Underwriting" in the
Prospectus Supplement (except for the last paragraph thereof relating to
estimated fees and expenses) is the only information furnished by the
Underwriter for inclusion in the Registration Statement, the Prospectus or the
Prospectus Supplement.
Trustee: Wells Fargo Bank Minnesota, National Association, will act as
Trustee of the Trust.
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Blue Sky Qualifications: The Underwriter specifies no jurisdictions and
the parties do not intend to qualify the Underwritten Certificates in any
jurisdiction. The Company has agreed to pay all costs and expenses incurred in
connection with the preparation of a blue sky survey to be delivered on or prior
to the Closing Date.
State Tax Opinions: The Company shall deliver to the Underwriter an
opinion of counsel pursuant to Section 6(d)(iii) of the Standard Provisions with
respect to the State of North Carolina and the State of Minnesota.
Blackout Period: None.
Applicable Law: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Notices: All communications hereunder will be in writing and effective
only upon receipt and will be mailed, delivered or telegraphed and confirmed to
the parties at:
Oakwood Mortgage Investors, Inc.
101 Convention Center Drive
Suite 850
Las Vegas, Nevada 89109
Attention: Monte L. Miller
Oakwood Acceptance Corporation
7800 McCloud Road (27409-9634)
P.O. Box 27081
Greensboro, North Carolina 27425-7081
Attention: Douglas Muir
Credit Suisse First Boston Corporation
Eleven Madison Avenue
5th Floor
New York, New York 10010
Attention: Fiachra O'Driscoll
Request for Opinions:
(a) The Company and OAC hereby request and authorize Hunton & Williams,
Kolesar & Leatham, Chtd. and Myles E. Standish, Esq., as their counsel in this
transaction, to issue on behalf of the Company and OAC, such legal opinions to
the Underwriter, its counsel, the Trustee and the Rating Agencies as may be
required by any and all documents, certificates or agreements executed in
connection with this Agreement.
(b) The Underwriter hereby requests and authorizes Simpson Thacher &
Bartlett, as its special counsel in this transaction, to issue to the
Underwriter such legal opinions as it may require, and the Company shall have
furnished to Simpson Thacher & Bartlett such documents as they may request for
the purpose of enabling them to pass upon such matters.
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The Underwriter agrees, subject to the terms and provision of the
Pooling and Servicing Agreement, a copy of which is attached hereto, and which
is incorporated by reference herein in its entirety and made a part hereof to
the same extent as if such provisions had been set forth in full herein, to
purchase the Underwritten Certificates.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Fiachra O'Driscoll
------------------------------------------
Name: Fiachra O'Driscoll
Title: Director
Accepted and acknowledged
As of the Date First
Above Written:
OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Dennis W. Hazelrigg
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Name: Dennis W. Hazelrigg
Title: President
OAKWOOD ACCEPTANCE CORPORATION
By: /s/ Douglas R. Muir
----------------------------------------
Name: Douglas R. Muir
Title: Vice President
