EXHIBIT 1.2
EXECUTION
DEUTSCHE RECREATIONAL ASSET FUNDING CORPORATION
DISTRIBUTION FINANCIAL SERVICES RV TRUST 1999-3
Asset Backed Securities
TERMS AGREEMENT
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July 23, 1999
To: Deutsche Recreational Asset Funding Corporation, as Depositor under the
Trust Agreement dated as of July 1, 1999 (the "Trust Agreement").
Re: Underwriting Agreement dated March 12, 1999 (the "Standard Terms," and
together with this Terms Agreement, the "Agreement").
Series Designation: Series 1999-3.
Terms of the Series 1999-3 Securities: Distribution Financial Services RV
Trust 1999-3 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"), "F1+" by Fitch IBCA, Inc. ("Fitch") and "P-
1" by Moody's Investors Service ("Moody's"); 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 and "Aaa" by Moody's; that the Class B Securities be rated "A" by S&P and
by Fitch and "A2" by Moody's; and that the Class C Securities be rated "BBB" by
S&P and by Fitch and "Baa3" by Moody's.
Terms of Sale of Offered Securities: The Depositor agrees to sell to
Deutsche Bank
Securities Inc. and Morgan Stanley & Co. Incorporated (the "Underwriters") and
Deutsche Bank Securities 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: July 1, 1999.
Closing Date: 10:00 A.M., New York time, on or about July 29, 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 July 23, 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.
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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 BANK SECURITIES INC.
By: /s/ James Rothman
Name: James Rothman
Title: Vice President
By: /s/ Rodney Hutter
Name: Rodney Hutter
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 H. Schumacher
Name: Richard H. Schumacher
Title: Vice President
By: /s/ Richard C. Goldman
Name: Richard C. Goldman
Title: Vice President
DEUTSCHE FINANCIAL SERVICES CORPORATION
By: /s/ Richard H. Schumacher
Name: Richard H. Schumacher
Title: Senior Vice President
By: /s/ Richard C. Goldman
Name: Richard C. Goldman
Title: Senior Vice President
Schedule 1
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Approximate Approximate
Amount Amount Purchased
Initial Purchase Purchased by by Morgan
Interest Principal Price Deutsche Bank Stanley & Co.
Class Rate Amount (1) Percentage Securities Inc. Incorporated
- ----- ---- ---------- ---------- --------------- ------------
Class A-1 5.324% $ 29,833,000 99.900000% $14,916,500.00 $14,916,500.00
Class A-2 5.970 100,334,000 99.842534 50,167,000.00 50,167,000.00
Class A-3 6.430 48,470,000 99.790798 24,235,000.00 24,235,000.00
Class A-4 6.650 86,608,000 99.749889 54,912,000.00 31,696,000.00
Class A-5 6.760 37,585,000 99.669545 27,792,500.00 9,792,500.00
Class A-6 6.880 54,847,000 99.566441 46,347,000.00 8,500,000.00
Class B 7.170 9,363,000 99.384109 4,681,500.00 4,681,500.00
Class C 7.920 7,491,000 99.232808 3,745,500.00 3,745,500.00
Total $374,531,000
(1) Approximate.
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