Exhibit 1.2
EXECUTION
DEUTSCHE RECREATIONAL ASSET FUNDING CORPORATION
DISTRIBUTION FINANCIAL SERVICES RV TRUST 1999-1
Asset Backed Securities
TERMS AGREEMENT
---------------
March 12, 1999
To: Deutsche Recreational Asset Funding Corporation, as Depositor under the
Trust Agreement dated as of March 1, 1999 (the "Trust Agreement").
Re: Underwriting Agreement dated as of March 12, 1999 (the "Standard
Terms," and together with this Terms Agreement, the "Agreement").
Series Designation: Series 1999-1.
Terms of the Series 1999-1 Securities: Distribution Financial Services
RV Trust 1999-1 Asset Backed Notes, Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class B, and Class C 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 A-6, Class
B, and Class C 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 Securities be rated "A-1+" by Standard & Poor's, a division
of the McGraw-Hill Companies, Inc. ("S&P") and "F1+" by Fitch IBCA ("Fitch");
that the Class A-2, Class A-3, Class A-4, Class A-5, and Class A-6 Securities be
rated "AAA" by S&P and by Fitch; that the Class B 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 Bank Securities Inc., Bear, Stearns & Co. Inc. and Morgan Stanley & Co.
Incorporated (the "Underwriters") and Deutsche Bank Securities Inc., Bear,
Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated each agree, 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: March 1, 1999.
Closing Date: 10:00 A.M., New York time, on or about March 18, 1999.
On the Closing Date, the Depositor will deliver the Offered Securities to the
Underwriters against payment therefor.
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 March 12, 1999, (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.
2
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 BANK SECURITIES INC.
By:/s/ James Rothman
-----------------------------
Name: JAMES ROTHMAN
Title: VICE PRESIDENT
By:/s/ David Bondy
-----------------------------
Name: DAVID BONDY
Title: DIRECTOR
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/ Richard H. Schumacher
--------------------------------
Name: Richard H. Schumacher
Title: Vice President
DEUTSCHE FINANCIAL SERVICES CORPORATION
By:/s/ Richard C. Goldman
--------------------------------
Name: Richard C. Goldman
Title: Senior Vice President
By:/s/ Richard H. Schumacher
--------------------------------
Name: Richard H. Schumacher
Title: Senior Vice President
Schedule 1
----------
Approximate Approximate Approximate
Amount Amount Amount Purchased
Initial Purchase Purchased by Purchased by by Morgan
Interest Principal Price Deutsche Bank Bear, Stearns Stanley & Co.
Class Rate Amount (1) Percentage Securities Inc. & Co. Inc. Incorporated
----- ---- ----------- ---------- --------------- ---------- ------------
C
Class A-1 4.97% $112,743,000 99.900000% $37,581,000 $37,581,000 $37,581,000
Class A-2 5.38 227,529,000 99.799484 75,843,000 75,843,000 75,843,000
Class A-3 5.70 197,998,000 99.735600 65,999,333 65,999,333 65,999,333
Class A-4 5.84 192,642,000 99.735422 64,214,000 64,214,000 64,214,000
Class A-5 5.97 159,722,000 99.715387 53,240,667 53,240,667 53,240,667
Class A-6 6.02 64,366,000 99.646257 21,455,333 21,455,333 21,455,333
Class B 6.36 25,000,000 99.391902 8,333,333 8,333,333 8,333,333
Class C 7.23 20,000,000 99.227946 6,666,667 6,666,667 6,666,667
Total $1,000,000,000
(1) Approximate.