EXHIBIT 1.2
DEUTSCHE RECREATIONAL ASSET FUNDING CORPORATION
DISTRIBUTION FINANCIAL SERVICES RV/MARINE TRUST 2001-1
Asset Backed Securities
TERMS AGREEMENT
November 20, 2001
To: Deutsche Recreational Asset Funding Corporation, as Depositor under the
Trust Agreement dated as of November 1, 2001 (the "Trust Agreement").
Re: Underwriting Agreement dated November 20, 2001 (the "Standard Terms,"
and together with this Terms Agreement, the "Agreement").
Series Designation: Series 2001-1.
Terms of the Series 2001-1 Securities: Distribution Financial Services
RV/Marine Trust 2001-1 Asset Backed Notes, Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class B, Class C and Class D Notes (the "Securities") will
evidence beneficial ownership interest in a pool of Receivables having the
characteristics described in the Prospectus Supplement dated the date hereof.
Only the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class B, Class
C, and Class D Notes (collectively, the "Offered Securities") are being sold
pursuant to the terms hereof.
Registration Statement: File Number 333-56303.
Certificate Ratings: It is a condition of Closing that at the Closing
Date the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Securities be
rated "AAA" by Standard & Poor's, a division of the McGraw-Hill Companies, Inc.
("S&P") and by Fitch, Inc. ("Fitch") and "Aaa" by Moody's Investors Service
("Moody's"); that the Class B Securities be rated "AA" by S&P and by Fitch; that
the Class C Securities be rated "A" by S&P and by Fitch and that the Class C
Securities be rated "BBB" by S&P and by Fitch.
Terms of Sale of Offered Securities: The Depositor agrees to sell to
Deutsche Banc Alex. Brown Inc., Banc of America Securities LLC, Banc One Capital
Markets, Inc. and J.P. Morgan
Securities Inc. (the "Underwriters") and each Underwriter agrees, severally and
not jointly, to purchase from the Depositor the Offered Securities in the
principal amounts and prices set forth beneath their respective names on
Schedule 1. The purchase price for each class of the Offered Securities shall be
the applicable Purchase Price Percentage set forth in Schedule 1 multiplied by
the applicable principal amount.
Cut-off Date: October 31, 2001.
Closing Date: 10:00 A.M., New York time, on or about November 27, 2001.
On the Closing Date, the Depositor will deliver the Offered Securities to the
Underwriters against payment therefore.
Underwriter-Provided Information: The Depositor and DFS each
acknowledge and agree that the information set forth in (i) the table
immediately following the first paragraph under the caption "Underwriting" in
the Prospectus Supplement dated November 20, 2001, (ii) the second and third
paragraphs under such caption in such Prospectus Supplement and (iii) the table
immediately following the third paragraph under such caption in such Prospectus
Supplement, as such information relates to the Securities, constitute the only
information furnished in writing by or on behalf of the Underwriters for
inclusion in the Registration Statement, the Prospectus or the Prospectus
Supplement, and the Underwriters confirm that such statements are correct.
Incorporation of the Standard Terms: Each of the provisions of the
Standard Terms is incorporated herein by reference in its entirety and shall be
deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein and each of the representations and
warranties set forth therein shall be deemed to have been made on and as of the
date of this Terms Agreement, and the Standard Terms and this Terms Agreement
shall be construed as, together, one and the same agreement. Without limiting
the foregoing, Sections 14 through 17 of the Standard Terms are incorporated
herein by reference in their entirety.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement among the Underwriters, Deutsche Recreational Asset Funding
Corporation and Deutsche Financial Services Corporation.
Very truly yours,
DEUTSCHE BANC ALEX. BROWN INC.
By: /s/ Richard d'Albert
--------------------
Name: Richard d'Albert
Title: Managing Director
By: /s/ Richard V. Lawrence
-----------------------
Name: Richard V. Lawrence
Title: Vice President
Acting on behalf of itself and as the
Representative of the Underwriters
named herein.
Accepted in New York, New York as of the date hereof:
DEUTSCHE RECREATIONAL ASSET FUNDING
CORPORATION
By: /s/ Richard C. Goldman
----------------------
Name: Richard C. Goldman
Title: Vice President
By: /s/ Joseph B. Thomas
--------------------
Name: Joseph B. Thomas
Title: Treasurer
DEUTSCHE FINANCIAL SERVICES
CORPORATION
By: /s/ Richard C. Goldman
----------------------
Name: Richard C. Goldman
Title: Executive Vice President
By: /s/ Joseph B. Thomas
--------------------
Name: Joseph B. Thomas
Title: Vice President
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Schedule 1
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Amount Amount Amount
Purchased by Purchased by Purchased by Amount
Initial Purchase Deutsche Banc of Banc One Purchased by
Interest Principal Price Banc Alex. America Capital J.P. Morgan
Class Rate Amount Percentage Brown Inc. Securities LLC Markets, Inc. Securities Inc.
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Class A-1 2.82% $189,000,000 99.8490470% $76,500,000 $37,500,000 $37,500,000 $37,500,000
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Class A-2 4.05% $54,000,000 99.7950980% $22,500,000 $10,500,000 $10,500,000 $10,500,000
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Class A-3 4.74% $90,000,000 99.7366870% $36,000,000 $18,000,000 $18,000,000 $18,000,000
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Class A-4 5.67% $95,000,000 99.6597020% $38,000,000 $19,000,000 $19,000,000 $19,000,000
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Class A-5 6.19% $72,350,000 99.6033080% $28,850,000 $14,500,000 $14,500,000 $14,500,000
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Class B 6.43% $19,830,000 99.4975960% $19,830,000
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Class C 6.86% $9,270,000 99.4189170% $9,270,000
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Class D 7.73% $13,250,000 99.3041080% $13,250,000
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Totals: $542,700,000 $541,211,081.49
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