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EXHIBIT 1.1
Brown & Wood LLP
Draft of
9/4/96
$
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FLEETWOOD CREDIT 1996-B GRANTOR TRUST
% ASSET BACKED CERTIFICATES, CLASS A
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% ASSET BACKED CERTIFICATES, CLASS B
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UNDERWRITING AGREEMENT
September __, 1996
[UNDERWRITERS]
Dear Sirs:
1. Introductory. Fleetwood Credit Receivables Corp., a
California corporation (the "Seller"), and a wholly owned subsidiary of
Fleetwood Credit Corp., a California corporation ("Fleetwood Credit"), proposes
to sell to __________ (the "Underwriters"), [acting severally and not jointly,
for whom __________ is acting as representative (in such capacity, the
"Representative"),] $__________ aggregate principal amount of _____% Asset
Backed Certificates, Class A (the "Class A Certificates") and $__________
aggregate principal amount of _____% Asset Backed Certificates, Class B (the
"Class B Certificates" and, together with the Class A Certificates, the
"Certificates") of the Fleetwood Credit 1996-B Grantor Trust (the "Trust").
The Certificates will be issued pursuant to a pooling and servicing agreement,
dated as of September 1, 1996 (the "Pooling and Servicing Agreement"), among
the Seller, Fleetwood Credit, as servicer (in such capacity, the "Servicer"),
and The Chase Manhattan Bank, as trustee (the "Trustee"). The Class B
Certificates will be subordinated to the Class A Certificates to the limited
extent described in the Pooling and Servicing Agreement.
Each Certificate will represent a fractional undivided interest in the
Trust. The assets of the Trust will include, among other things, a pool (the
"Receivables Pool") of simple interest retail installment sale contracts (the
"Receivables") secured by the new and used recreational vehicles financed
thereby (the "Financed Vehicles") and certain monies due thereunder on and
after September 1, 1996 (the "Cutoff Date"), in each case as more fully
described in the Prospectus, as defined below. The Receivables will be sold by
Fleetwood Credit to the Seller pursuant to a receivables purchase agreement,
dated as of September 1, 1996 (the "Receivables Purchase Agreement"), between
Fleetwood Credit and the Seller, and the Seller in turn will sell such
Receivables to the Trust pursuant to the Pooling and Servicing Agreement.
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This Underwriting Agreement shall hereinafter be referred to as "this
Agreement." Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement.
2. Representations and Warranties of the Seller and Fleetwood
Credit.
(a) The Seller represents and warrants to, and agrees with, each
Underwriter that:
(i) A registration statement on Form S-1 (No. 333-10835),
including a form of prospectus, relating to the Certificates has been
filed with the Securities and Exchange Commission (the "Commission")
and either (1) has been declared effective under the Securities Act of
1933, as amended (the "Act"), and is not proposed to be amended or (2)
is proposed to be amended by amendment or post-effective amendment.
If the Seller does not propose to amend such registration statement
and if any post-effective amendment to such registration statement has
been filed with the Commission prior to the execution and delivery of
this Agreement, the most recent such post-effective amendment has been
declared effective by the Commission. For purposes of this Agreement,
"Effective Time" means (1) if the Seller has advised the Underwriters
that it does not propose to amend such registration statement, the
date and time as of which such registration statement, or the most
recent post-effective amendment thereto (if any) filed prior to the
execution and delivery of this Agreement, was declared effective by
the Commission or (2) if the Seller has advised the Underwriters that
it proposes to file an amendment or post-effective amendment to such
registration statement, the date and time as of which such
registration statement, as amended by such amendment or post-effective
amendment, as the case may be, is declared effective by the
Commission. "Effective Date" means the date of the Effective Time.
Such registration statement, as amended at the Effective Time,
including all information (if any) deemed to be a part of such
registration statement as of the Effective Time pursuant to Rule
430A(b) under the Act, and including the exhibits thereto, is
hereinafter referred to as the "Registration Statement," and the form
of prospectus relating to the Certificates, as first filed with the
Commission pursuant to and in accordance with Rule 424(b) under the
Act ("Rule 424(b)"), or (if no such filing is required) as included in
the Registration Statement, is hereinafter referred to as the
"Prospectus."
(ii) If the Effective Time is prior to the execution and
delivery of this Agreement: (1) on the Effective Date, the
Registration Statement conformed, and on the date of this Agreement
the Registration Statement will conform, in all material respects with
the requirements of the Act and the rules and regulations of the
Commission promulgated under the Act (the "Rules and Regulations"),
and at such times did not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and (2) on
the date of this Agreement, and at the time of filing of the
Prospectus pursuant to Rule 424(b) and at the Closing Date, the
Prospectus will conform in all material respects to the requirements
of the Act and the Rules and Regulations, and does not include and
will not include, any untrue statement of a
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material fact and does not omit and will not omit to state any
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading. If the Effective Time is subsequent to the execution and
delivery of this Agreement: (1) on the Effective Date, the
Registration Statement and the Prospectus will conform in all material
respects to the requirements of the Act and the Rules and Regulations
and the Registration Statement will not include any untrue statement
of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading, (2) at the Effective Date and at the Closing Date the
Prospectus will not include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, and (3) the Prospectus delivered to the
Underwriters for use in connection with this offering was identical to
the electronically transmitted copies thereof filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system, except to the extent permitted by Regulation S-T.
The two immediately preceding sentences do not apply to statements in
or omissions from the Registration Statement or Prospectus based upon
written information furnished to the Seller by the Underwriters
specifically for use therein.
(iii) As of the Closing Date, the representations and
warranties of the Seller in the Pooling and Servicing Agreement will
be true and correct.
(b) Fleetwood Credit represents and warrants to, and agrees with,
each Underwriter that as of the Closing Date, the representations and
warranties of the Servicer in the Pooling and Servicing Agreement will be true
and correct.
3. Purchase, Sale and Delivery of Certificates. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Seller agrees to sell to the
Underwriters, and the Underwriters, acting severally and not jointly, agree to
purchase from the Seller, the respective principal amounts of Class A
Certificates and Class B Certificates set forth opposite the names of the
Underwriters in Schedule A hereto. The Certificates are to be purchased at a
purchase price equal to, in the case of (i) the Class A Certificates,
__________% of the aggregate principal amount thereof plus accrued interest at
the Class A Pass-Through Rate from (and including) the Cutoff Date to (but
excluding) the Closing Date and (ii) the Class B Certificates, __________% of
the aggregate principal amount thereof plus accrued interest at the Class B
Pass-Through Rate from (and including) the Cutoff Date to (but excluding) the
Closing Date.
The Seller will deliver the Certificates to the Underwriters against
payment of the respective purchase price therefor in immediately available
funds to the order of the Seller at the office of Brown & Wood LLP, 555
California Street, San Francisco, California, at 10:00 A.M., New York City
time, on September ___, 1996, or at such other time not later than seven (7)
full Business Days thereafter as the Underwriters and the Seller determine,
such time being herein referred to as the "Closing Date." Each Class of
Certificates will be initially represented by one (1) certificate registered in
the name of Cede & Co., the nominee of The Depository Trust Company ("DTC")
(the "DTC Certificates"). The interests of
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beneficial owners of the DTC Certificates will be represented by book entries
on the records of DTC and participating members thereof. Definitive
certificates evidencing the Class A Certificates or the Class B Certificates
will be available only under the limited circumstances specified in the Pooling
and Servicing Agreement.
Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934,
as amended, the Trust, the Seller and the Underwriters have agreed that the
Closing Date will be not less than five (5) business days following the date
hereof.
4. Offering by the Underwriters. It is understood that the
Underwriters propose to offer the Certificates for sale to the public as set
forth in the Prospectus.
5. Certain Agreements of the Seller and Fleetwood Credit. Each
of the Seller and Fleetwood Credit, as the case may be, covenants and agrees
with each Underwriter that:
(a) If the Effective Time is prior to the execution and
delivery of this Agreement, the Seller will file the Prospectus with
the Commission pursuant to and in accordance with subparagraph (1)
(or, if applicable and if consented to by the Underwriters,
subparagraph (4)) of Rule 424(b) not later than the earlier of (i) the
second business day following the execution and delivery of this
Agreement or (ii) the fifth business day after the Effective Date.
The Seller will advise the Underwriters promptly of any such filing
pursuant to Rule 424(b).
(b) The Seller will advise the Underwriters promptly of
any proposal to amend or supplement the registration statement as
filed or the related prospectus or the Registration Statement or the
Prospectus and will not effect any such amendment or supplement
without the consent of the Underwriters, which consent will not
unreasonably be withheld; and the Seller will also advise the
Underwriters promptly of the effectiveness of the Registration
Statement (if the Effective Time is subsequent to the execution and
delivery of this Agreement) and of any amendment or supplement of the
Registration Statement or the Prospectus and of the institution by the
Commission of any stop order proceedings in respect of the
Registration Statement and will use its best efforts to prevent the
issuance of any such stop order and to obtain as soon as possible its
lifting, if issued.
(c) If, at any time when a prospectus relating to the
Certificates is required to be delivered under the Act, any event
occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, or if it is necessary at any time to amend
or supplement the Prospectus to comply with the Act, the Seller
promptly will prepare and file, or cause to be prepared and filed,
with the Commission an amendment or supplement which will correct such
statement or omission, or an amendment or supplement which will effect
such compliance. Neither the consent of the Underwriters to, nor the
delivery by the Underwriters of, any such
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amendment or supplement shall constitute a waiver of any of the
conditions set forth in Section 6 hereof.
(d) As soon as practicable, but not later than sixteen
(16) months after the effective date of the Registration Statement,
the Seller will cause the Trustee to make generally available to
holders of the Certificates an earnings statement with respect to the
Trust covering a period of at least twelve (12) months beginning after
the Effective Date which will satisfy the provisions of Section 11(a)
of the Act (including, at the option of the Seller, Rule 158
promulgated thereunder).
(e) The Seller will furnish to the Underwriters copies of
the Registration Statement (at least two (2) of which will be signed
and will include all exhibits), each related preliminary prospectus,
the Prospectus and all amendments and supplements to such documents,
in each case as soon as available and in such quantities as the
Underwriters may reasonably request.
(f) The Seller will arrange for the qualification of the
Certificates for sale under the laws of such jurisdictions in the
United States as the Underwriters may reasonably designate and will
continue such qualifications in effect so long as required for the
distribution of the Certificates, provided that the Seller shall not
be obligated to qualify to do business nor become subject to service
of process generally, but only to the extent required for such
qualification, in any jurisdiction in which it is not currently so
qualified.
(g) For a period from the date of this Agreement until
the retirement of all of the Certificates, or until such time as the
Underwriters shall cease to maintain a secondary market in either
Class of Certificates, whichever occurs first, the Seller will deliver
to the Underwriters the annual statements of compliance and the annual
independent certified public accountants' reports furnished to the
Trustee pursuant to Article Thirteen of the Pooling and Servicing
Agreement, as soon as such statements and reports are furnished to the
Trustee.
(h) So long as any of the Certificates are outstanding,
the Seller or Fleetwood Credit, as the case may be, shall furnish to
the Underwriters, as soon as practicable, (i) all documents required
to be distributed to holders of either Class of Certificates (or
available at such holders' request) or filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or any order of the Commission thereunder and (ii)
from time to time, any other information concerning the Seller or the
Servicer filed with any government or regulatory authority which is
otherwise publicly available, as the Underwriters may reasonably
request.
(i) Whether or not the transactions contemplated by this
Agreement are consummated, the Seller and Fleetwood Credit will,
subject to the provisions of Section 9 hereof, pay all expenses
incident to the performance of their respective obligations under this
Agreement, including without limitation, expenses incident to
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the printing, reproduction and distribution of the registration
statement as originally filed with the Commission and all amendments
thereto, any fees charged by Moody's Investors Service, Inc.
("Moody's") and Standard & Poor's Ratings Services ("Standard &
Poor's" and, together with Moody's, the "Rating Agencies") for the
rating of the Class A Certificates and the Class B Certificates, the
fees of DTC in connection with the book-entry registration of the
Class A Certificates and the Class B Certificates and reasonable
expenses incurred in distributing preliminary prospectuses and the
Prospectus (including any amendments and supplements thereto) and will
reimburse the Underwriters for all reasonable expenses, including fees
of counsel and disbursements incurred by such counsel, incurred in
connection with the initial qualification of the Certificates for sale
under the laws of such jurisdictions in the United States as the
Underwriters may designate.
(j) On or before the Closing Date, the Seller and
Fleetwood Credit shall cause their respective computer records to be
marked relating to the Receivables to show the Trust's absolute
ownership of the Receivables, and from and after the Closing Date,
Fleetwood Credit Receivables Corp., as Seller, and Fleetwood Credit,
as Servicer, shall not take any action inconsistent with the Trust's
ownership of the Receivables, other than as permitted by the Pooling
and Servicing Agreement.
(k) To the extent, if any, that the rating provided with
respect to the Class A Certificates or the Class B Certificates by
either Rating Agency is conditional upon the furnishing of documents
or the taking of any other actions by the Seller or the Servicer, the
Seller or the Servicer, as the case may be, shall furnish such
documents and take any such other actions.
(l) In the event the Servicer obtains a Servicer Letter
of Credit pursuant to the Pooling and Servicing Agreement, the Seller
and the Servicer shall cause the Underwriters to receive:
(i) A copy of the Servicer Letter of Credit.
(ii) An original of the servicer letter of credit
reimbursement agreement (the "Reimbursement Agreement")
between the Servicer and the letter of credit bank named
therein (the "Letter of Credit Bank") pursuant to which the
Servicer Letter of Credit was issued.
(iii) An original of any amendment to the Pooling
and Servicing Agreement relating to the obtaining of the
Servicer Letter of Credit.
(iv) An opinion of Timothy M. Hayes, General
Counsel of the Servicer, dated the date of issuance of the
Servicer Letter of Credit (the "Issuance Date") and
satisfactory in form and substance to the Underwriters and
counsel for the Underwriters, and substantially to the effect
of clauses (i), (v), (viii), (ix) and (x) of Section 6(e)
hereof, appropriately modified to relate to the Reimbursement
Agreement.
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(v) An opinion of counsel to the Letter of Credit
Bank, satisfactory in form and substance to the Underwriters
and counsel for the Underwriters, dated the Issuance Date and
substantially to the effect that:
(A) The Letter of Credit Bank is duly
organized as a corporation and is validly existing
under the laws of the country of its organization,
and has the full power and authority (corporate and
other) to issue, and to take all action required of
it under, the Servicer Letter of Credit.
(B) The execution, delivery and
performance by the Letter of Credit Bank of the
Servicer Letter of Credit and the Reimbursement
Agreement have been duly authorized by all necessary
corporate action on the part of the Letter of Credit
Bank.
(C) The execution, delivery and
performance by the Letter of Credit Bank of the
Servicer Letter of Credit and the Reimbursement
Agreement do not require the consent or approval of,
the giving of notice to, the registration with, or
the taking of any other action in respect of any
state or other governmental agency or authority which
has not previously been effected.
(D) The Servicer Letter of Credit and
the Reimbursement Agreement have been duly
authorized, executed and delivered by the Letter of
Credit Bank and constitute legal, valid and binding
obligations of the Letter of Credit Bank, enforceable
against the Letter of Credit Bank in accordance with
their respective terms (subject, as to enforcement,
to bankruptcy, reorganization, insolvency, moratorium
and other laws affecting creditors' rights generally
and to general equity principles).
(E) The Servicer Letter of Credit is not
required to be registered under the Act in connection
with the offer and sale of the Certificates in the
manner contemplated by the Prospectus.
In rendering such opinion, such counsel may rely as to all
matters of the law of the country of organization of the
Letter of Credit Bank upon counsel satisfactory to the
Underwriters and counsel for the Underwriters.
(vi) A certificate, dated the Issuance Date, of
the President or any Vice President of the Letter of Credit
Bank to the effect that, among other things, since the date of
this Agreement, there has been no material adverse change in
the condition, financial or otherwise, or in the earnings,
business affairs or business prospects, of the Letter of
Credit Bank.
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(vii) A letter from each Rating Agency, to the
extent required by the Pooling and Servicing Agreement, to the
effect that the obtaining of the Servicer Letter of Credit, in
and of itself, would not cause its rating of either Class of
Certificates to be reduced, withdrawn or modified.
6. Conditions of the Obligations of the Underwriters. The
obligation of the Underwriters to purchase and pay for the Certificates will be
subject to the accuracy of the respective representations and warranties on the
part of the Seller and Fleetwood Credit herein, to the accuracy of the
statements of the respective officers of the Seller and Fleetwood Credit made
pursuant to the provisions hereof, to the performance by the Seller and
Fleetwood Credit of their respective obligations hereunder and to the following
additional conditions precedent:
(a) The Underwriters and the Seller shall have received
from Coopers & Lybrand L.L.P. Independent Public Accountants ("Coopers
& Lybrand") (i) on the date of this Agreement, a letter, dated as of
such date, substantially in the form of the draft to which the
Underwriters have previously agreed, and (ii) on the Closing Date, a
letter, dated as of the Closing Date, updating the letter referred to
in clause (i) above, which letters shall in each case be in form and
substance satisfactory to the Underwriters and counsel for the
Underwriters.
(b) If the Effective Time is not prior to the execution
and delivery of this Agreement, the Effective Time shall have occurred
not later than 10:00 P.M., New York City time, on the date of this
Agreement or such later date as shall have been consented to by the
Underwriters. If the Effective Time is prior to the execution and
delivery of this Agreement, the Prospectus shall have been filed with
the Commission in accordance with the Rules and Regulations and
Section 5(a) hereof. Prior to the Closing Date, no stop order
suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Seller or the Underwriters,
shall be contemplated by the Commission.
(c) The Underwriters shall have received (i) an officer's
certificate signed by the President, any Vice President, the Treasurer
or the Secretary of the Seller representing and warranting to the
Underwriters that, as of the Closing Date, the representations and
warranties of the Seller in the Pooling and Servicing Agreement are
true and correct and (ii) an officer's certificate signed by the
President, any Vice President or the Secretary of Fleetwood Credit
representing and warranting to the Underwriters that, as of the
Closing Date, the representations and warranties of Fleetwood Credit
in the Pooling and Servicing Agreement are true and correct.
(d) The Underwriters shall have received an opinion of
Timothy M. Hayes, General Counsel of the Seller, addressed to the
Underwriters, dated the Closing Date and satisfactory in form and
substance to the Underwriters and counsel for the Underwriters,
substantially to the effect that:
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(i) The Seller has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of California with full power and authority
(corporate and other), and has obtained all necessary licenses
and approvals, to own its properties and conduct its business,
as presently conducted by it, and to enter into and perform
its obligations under the Pooling and Servicing Agreement and
the Receivables Purchase Agreement (collectively, the "Basic
Documents"), this Agreement and the Certificates, and had at
all relevant times, and now has, the power, authority and
legal right to acquire, own and sell the Receivables.
(ii) The Seller has obtained all necessary
licenses and approvals to conduct its business as presently
conducted in California and does not currently conduct
business in any other state in which a Receivable was
originated and does not need any licenses or approvals from
any of such other states for purposes of the transactions
contemplated by the Basic Documents and this Agreement.
(iii) This Agreement has been duly authorized,
executed and delivered by the Seller and constitutes the
legal, valid and binding agreement of the Seller, enforceable
in accordance with its terms, except that (A) the
enforceability hereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights, (B)
the remedies of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses
and to the discretion of the court before which any proceeding
therefor may be brought and (C) rights to indemnity and
contribution hereunder may be limited by federal or state
securities laws or the public policies underlying such laws.
(iv) Each Basic Document has been duly authorized,
executed and delivered by the Seller and constitutes the
legal, valid and binding obligation of the Seller, enforceable
in accordance with its terms, except that (A) the
enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights and
(B) the remedies of specific performance and injunctive and
other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(v) The Receivables constitute "chattel paper" as
such term is defined in the California Uniform Commercial
Code.
(vi) At the time of execution and delivery of the
Pooling and Servicing Agreement, the Seller had the power and
authority to transfer the Receivables and such other property
being transferred to the Trustee pursuant to the Pooling and
Servicing Agreement and to cause the Certificates to be sold
and transferred to the Underwriters.
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(vii) The Registration Statement has become
effective under the Act, and, to the best knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted or are pending or
contemplated under the Act, and the Registration Statement and
the Prospectus, and each amendment or supplement thereto, as
of their respective effective or issue dates, complied as to
form in all material respects with the requirements of the Act
and the Rules and Regulations; such counsel has no reason to
believe that either the Registration Statement, at the
Effective Time, or any such amendment or supplement, as of its
effective date, contained any untrue statement of a material
fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading, or that the Prospectus, at the date of this
Agreement, or any such amendment or supplement, as of its
respective date, or at the Closing Date, included or includes
an untrue statement of a material fact or omitted or omits to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; it being understood that
such counsel need express no opinion as to the financial
statements or other financial or statistical data contained in
the Registration Statement or the Prospectus.
(viii) Neither the transfer of the Receivables to
the Trustee acting on behalf of the Trust, nor the assignment
of the security interest of the Seller in the Financed
Vehicles, nor the issuance and delivery of the Certificates,
nor the sale of the Certificates nor the execution and
delivery of the Basic Documents or this Agreement, nor the
consummation of any other of the transactions contemplated
herein or in the Basic Documents, nor the fulfillment of the
terms of the Certificates, the Basic Documents or this
Agreement by the Seller will conflict with, or result in a
breach, violation or acceleration of, or constitute a default
under, any term or provision of the articles of incorporation
or bylaws of the Seller or, to the best knowledge of such
counsel, of any indenture or other agreement or instrument to
which the Seller is a party or by which it is bound or any of
its properties may be subject, or result in a violation of or
contravene the terms of any statute, order or regulation
applicable to the Seller of any court, regulatory body,
administrative agency or governmental body having jurisdiction
over the Seller or its properties.
(ix) The Certificates have been duly and validly
authorized and, when executed, authenticated and delivered to
the Underwriters as specified in the Pooling and Servicing
Agreement against payment of the consideration therefor
determined in accordance with this Agreement, will be duly and
validly issued and outstanding and will be entitled to the
benefits of the Pooling and Servicing Agreement.
(x) The Seller has, and pursuant to the Pooling
and Servicing Agreement is transferring to the Trustee acting
on behalf of the Trust,
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ownership of the Receivables, in each case free and clear of
any and all other assignments, encumbrances, options, rights,
claims, liens or security interests that may affect the rights
of the Seller or the Trustee in and to such Receivables;
provided, however, that (A) such counsel need express no
opinion with respect to the enforceability of any individual
Receivable or the existence of any claims, rights or other
matters that are not of record in favor of the related Obligor
or the owner of the related Financed Vehicle, (B) such opinion
may be limited to the extent that any one or more of the
Receivables could be subject to claims of creditors of the
dealers that may have originated certain of the Receivables to
the extent such creditors can claim the benefits of a security
interest in such Receivables either by reason of the filing of
a financing statement with respect to chattel paper of such
dealer or as proceeds from the sale of inventory in which such
creditor had a security interest, (C) such opinion may be
further limited to the extent that any such transfer may be
subject to the rights of other persons who take, or have
taken, possession of any of the Receivables without knowledge
of the transfer to the Trustee, and (D) such counsel need
express no opinion as to the existence of tax liens,
mechanics' liens or other security interests and liens that
are not of record.
(xi) The Certificates, each Basic Document and
this Agreement each conform in all material respects with the
description thereof contained in the Registration Statement
and the Prospectus.
(xii) The statements in the Registration Statement
and Prospectus under the heading "Certain Legal Aspects of the
Receivables," to the extent that they constitute matters of
law or legal conclusions with respect thereto, have been
prepared or reviewed by such counsel and are correct in all
material respects.
(xiii) The Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of
1939, as amended, and the Trust created by the Pooling and
Servicing Agreement is not required to be registered under the
Investment Company Act of 1940, as amended.
(xiv) No consent, approval, authorization or order
of any court or governmental agency or body is required for
the consummation by the Seller of the transactions
contemplated in this Agreement or the Basic Documents except
such as may be required under federal or state securities laws
in connection with the purchase by the Underwriters of the
Certificates, filings with respect to the transfer of the
Receivables to Fleetwood Credit, filings with respect to the
transfer of the Receivables by Fleetwood Credit to the Seller
pursuant to the Receivables Purchase Agreement, and by the
Seller to the Trustee pursuant to the Pooling and Servicing
Agreement and such other approvals as have been obtained.
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(xv) There are no actions, proceedings or
investigations pending or, to the best knowledge of such
counsel after due inquiry, threatened before any court,
administrative agency or other tribunal (A) asserting the
invalidity of this Agreement, any Basic Document or the
Certificates, (B) seeking to prevent the issuance of the
Certificates or the consummation of any of the transactions
contemplated by this Agreement or the Basic Documents, (C)
that might materially and adversely affect the performance by
the Seller of its obligations under, or the validity or
enforceability of, this Agreement, any Basic Document or the
Certificates or (D) seeking to adversely affect the federal
income tax attributes of the Certificates as described in the
Prospectus under the heading "Certain Federal Income Tax
Consequences."
(e) The Underwriters shall have received an opinion of
Timothy M. Hayes, General Counsel of Fleetwood Credit, addressed to
the Underwriters, dated the Closing Date and satisfactory in form and
substance to the Underwriters and counsel for the Underwriters, and
substantially to the effect that:
(i) Fleetwood Credit has been duly incorporated
and is validly existing as a corporation in good standing
under the laws of the State of California with full power and
authority (corporate and other), and has obtained all
necessary licenses and approvals, to own its properties and
conduct its business as presently conducted by it, and to
enter into and perform its obligations under the Basic
Documents, this Agreement and the Certificates and had at all
relevant times, and now has, the power, authority and legal
right to acquire, own, sell and service the Receivables.
(ii) Fleetwood Credit is duly qualified to do
business and in good standing, and has obtained all necessary
licenses and approvals to conduct its business as presently
conducted in California and each other state in which a
Receivable was originated.
(iii) Such counsel is familiar with the standard
operating procedures of Fleetwood Credit relating to the
acquisition by Fleetwood Credit of a first perfected security
interest in the recreational vehicles financed by the retail
installment sale contracts purchased by Fleetwood Credit in
the ordinary course of its business and relating to the sale
to Fleetwood Credit of such contracts and such security
interests in the recreational vehicles financed thereby in the
ordinary course of its business. Assuming that such standard
procedures have been and are followed with respect to the
perfection of security interests in the Financed Vehicles (and
such counsel has no reason to believe that Fleetwood Credit
has not or will not continue to follow its standard procedures
in connection with the perfection of first perfected security
interests in the Financed Vehicles), Fleetwood Credit has
acquired a first perfected security interest in the Financed
Vehicles. With respect to Financed Vehicles in the State of
California, no filing or other action other than the filing of
a UCC financing statement naming Fleetwood Credit as
transferor and the Trustee as
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transferee, which filing has been completed, is necessary to
perfect the transfer and assignment of Fleetwood Credit's
security interest in such Financed Vehicles to the Trustee,
and as a result of such transfer and assignment and filing of
such financing statement, the Trustee has a first perfected
security interest in such Financed Vehicles, except that so
long as Fleetwood Credit is named as the legal owner and lien
holder on a certificate of title, Fleetwood Credit has the
ability to release the security interest in the related
Financed Vehicle or to assign it to another party.
(iv) At the time of the execution and delivery of
the Receivables Purchase Agreement, Fleetwood Credit had the
power and authority to transfer to the Seller the Receivables
and other property of the Trust being transferred to the
Seller.
(v) Neither the transfer of the Receivables to
the Seller, nor the assignment of the security interest of
Fleetwood Credit in the Financed Vehicles, nor the issuance
and delivery of the Certificates, nor the sale of the
Certificates to the Underwriters, nor the execution and
delivery of the Basic Documents or this Agreement, nor the
consummation of any other of the transactions contemplated
herein or in the Basic Documents, nor the fulfillment of the
terms of the Certificates, the Basic Documents or this
Agreement by Fleetwood Credit will conflict with, or result in
a breach, violation or acceleration of, or constitute a
default under, any term or provision of the articles of
incorporation or bylaws of Fleetwood Credit or, to the best
knowledge of such counsel, of any indenture or other agreement
or instrument to which Fleetwood Credit is a party or by which
it is bound or any of its properties may be subject, or result
in a violation of, or contravene the terms of any statute,
order or regulation, applicable to Fleetwood Credit of any
court, regulatory body, administrative agency or governmental
body having jurisdiction over it or its properties.
(vi) Fleetwood Credit has, and is transferring to
the Seller, ownership of the Receivables, in each case, free
and clear of any and all other assignments, encumbrances,
options, rights, claims, liens or security interests that may
affect the rights of Fleetwood Credit or the Seller in and to
such Receivables; provided, however, that (A) such counsel
need express no opinion with respect to the enforceability of
any individual Receivable or the existence of any claims,
rights or other matters that are not of record in favor of the
related Obligor or the owner of the related Financed Vehicle,
(B) such opinion may be limited to the extent that any one or
more of the Receivables could be subject to claims of
creditors of the dealers that may have originated certain of
the Receivables to the extent such creditors can claim the
benefits of a security interest in such Receivables either by
reason of the filing of a financing statement with respect to
chattel paper of such dealer or as proceeds from the sale of
inventory in which such creditor had a security interest, (C)
such opinion may be further limited to the extent that any
such transfer may be
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subject to the rights of other persons who take, or have
taken, possession of any of the Receivables without knowledge
of the transfer to the Seller and (D) such counsel need
express no opinion as to the existence of tax liens,
mechanics' liens or other security interests and liens that
are not of record.
(vii) This Agreement has been duly authorized,
executed and delivered by Fleetwood Credit, and constitutes
the legal, valid and binding agreement of Fleetwood Credit,
enforceable in accordance with its terms, except that (A) the
enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights, (B)
the remedies of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses
and to the discretion of the court before which any proceeding
therefor may be brought and (C) rights to indemnity and
contribution thereunder may be limited by federal or state
securities laws or the public policies underlying such laws.
(viii) Each Basic Document has been duly authorized,
executed and delivered by Fleetwood Credit and constitutes the
legal, valid and binding obligation of Fleetwood Credit,
enforceable in accordance with its terms, except that (A) the
enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights and
(B) the remedies of specific performance and injunctive and
other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(ix) No consent, approval, authorization or order
of any court or governmental agency or body is required for
the consummation by Fleetwood Credit of the transactions
contemplated in this Agreement or the Basic Documents except
filings with respect to the transfer of the Receivables by
Fleetwood Credit to the Seller pursuant to the Receivables
Purchase Agreement, and such other approvals as have been
obtained.
(x) There are no actions, proceedings or
investigations pending or, to the best of such counsel's
knowledge after due inquiry, threatened before any court,
administrative agency or other tribunal (A) asserting the
invalidity of this Agreement, any Basic Document or the
Certificates, (B) seeking to prevent the issuance of the
Certificates or the consummation of any of the transactions
contemplated by this Agreement or the Basic Documents, (C)
that might materially and adversely affect the performance by
Fleetwood Credit of its obligations under, or the validity or
enforceability of, this Agreement, any Basic Document or the
Certificates or (D) seeking to affect adversely the federal
income tax attributes of the Certificates as described in the
Prospectus under the heading "Certain Federal Income Tax
Consequences."
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(xi) Assuming the due authorization, execution and
delivery thereof by the parties thereto, each of the
Receivables in the form attached to such opinion constitutes
the valid, binding and enforceable agreement of the parties
thereto; such Receivables comply as to content and form with
all applicable state and federal laws, including without
limitation, consumer protection laws.
(f) The Underwriters shall have received an opinion of
Brown & Wood LLP, special counsel to the Seller, dated the Closing
Date and satisfactory in form and substance to the Underwriters, to
the effect that the statements in the Registration Statement and
Prospectus under the headings "Certain Federal Income Tax
Considerations" and "ERISA Considerations," to the extent that they
constitute matters of law or legal conclusions with respect thereto,
have been prepared or reviewed by such counsel and are correct in all
material respects.
(g) Brown & Wood LLP, special counsel to the Seller,
shall also deliver to the Underwriters (i) an opinion with respect to
the characterization of the transfer of the Receivables as a sale and
an opinion that such transfer is not a fraudulent conveyance in
substantially the forms previously discussed with the Underwriters and
in any event satisfactory in form and in substance to the
Underwriters, (ii) reliance letters relating to each opinion rendered
to each Rating Agency in connection with the rating of the Class A
Certificates and the Class B Certificates and (iii) an opinion to the
effect that the Trust will not be classified as an association taxable
as a corporation for federal or California income tax purposes and,
instead, under subpart E, part I of subchapter J of the Internal
Revenue Code of 1986, as amended, the Trust will be treated as a
grantor trust.
(h) The Underwriters shall have received an opinion of
Brown & Wood LLP, addressed to the Underwriters and dated the Closing
Date, with respect to the validity of the Certificates and such other
related matters as the Underwriters shall request, and the Seller and
Fleetwood Credit shall have furnished or caused to be furnished to
such counsel such documents as they may reasonably request for the
purpose of enabling them to pass upon such matters.
(i) The Underwriters, the Seller and Fleetwood Credit
shall have received an opinion, addressed to the Underwriters, the
Seller and Fleetwood Credit, of counsel to the Trustee, dated the
Closing Date and satisfactory in form and substance to the
Underwriters and counsel for the Underwriters to the effect that:
(i) The Trustee has been duly incorporated and is
validly existing as a national banking association in good
standing under the laws of the United States with full power
and authority (corporate and other) to own its properties and
conduct its business, as presently conducted by it, and to
enter into and perform its obligations under the Pooling and
Servicing Agreement.
(ii) The Pooling and Servicing Agreement has been
duly authorized, executed and delivered by the Trustee, and
constitutes a legal, valid and
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binding obligation of the Trustee, enforceable in accordance
with its terms, except that (A) the enforceability thereof may
be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect
relating to creditors' rights and (B) the remedy of specific
performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.
(iii) The Certificates have been duly executed,
authenticated and delivered by the Trustee.
(iv) Neither the execution or delivery by the
Trustee of the Pooling and Servicing Agreement, nor the
consummation of any of the transactions by the Trustee
contemplated thereby, require the consent or approval of, the
giving of notice to, the registration with or the taking of
any other action with respect to, any governmental authority
or agency under any existing federal or state law governing
the banking or trust powers of the Trustee.
(j) The Underwriters shall have received a certificate
dated the Closing Date of the President, any Vice President, the
Treasurer or the Secretary of (i) the Seller, in which such officer
shall state that, to the best of his knowledge after reasonable
investigation, the representations and warranties of the Seller in
this Agreement are true and correct, the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date and that no stop
order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been instituted
or are contemplated by the Commission, and (ii) Fleetwood Credit, in
which such officer shall state that, to the best of his knowledge
after reasonable investigation, the representations and warranties of
Fleetwood Credit in this Agreement are true and correct and that
Fleetwood Credit has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder.
(k) The Class A Certificates shall be rated "Aaa" by
Moody's and "AAA" by Standard & Poor's.
(l) The Class B Certificates shall be rated "A3" by
Moody's and "A" by Standard & Poor's.
The Seller will provide or cause to be provided to the Underwriters
such conformed copies of such opinions, certificates, letters and documents as
the Underwriters may reasonably request.
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7. Indemnification.
(a) Each of the Seller and Fleetwood Credit agrees, jointly and
severally, to indemnify and hold harmless each Underwriter and each person, if
any, who controls any Underwriter within the meaning of Section 15 of the Act
as follows:
(i) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), including the
information deemed to be part of the Registration Statement pursuant
to Rule 430A(b) of the Rules and Regulations, if applicable, or the
omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus
or the Prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of
the Seller and Fleetwood Credit; and
(iii) against any and all expense whatsoever, as incurred
(including, subject to Section 7(c) hereof, the fees and disbursements
of counsel chosen by the Underwriters), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under clause
(i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Seller by the
Underwriters expressly for use in the Registration Statement (or any amendment
thereto) or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Seller and Fleetwood Credit, each of their respective directors,
each of their respective officers who signed the Registration Statement, and
each person, if any, who controls either the Seller or Fleetwood Credit within
the meaning of Section 15 of the Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection
(a) of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged
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untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto), in reliance upon and in conformity with
written information furnished to the Seller by the Underwriters expressly for
use in the Registration Statement (or any amendment thereto) or such
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).
(c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it with respect to which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve such indemnified party
from any liability which it may have other than on account of this indemnity
agreement. An indemnifying party may participate at its own expense in the
defense of such action. In no event shall the indemnifying parties be liable
for the fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances.
8. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 7 hereof is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Seller, Fleetwood
Credit and the Underwriters shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by said
indemnity agreement incurred by the Seller, Fleetwood Credit and the
Underwriters, as incurred, in such proportions that the Underwriters are
responsible for that portion represented by the percentage that the aggregate
underwriting discounts appearing on the cover page of the Prospectus bears to
the aggregate initial public offering prices of the Certificates appearing
thereon and the Seller and Fleetwood Credit are responsible for the balance.
Notwithstanding the provisions of this Section 8, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Certificates underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission and no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section, each person,
if any, who controls an Underwriter within the meaning of Section 15 of the Act
shall have the same rights to contribution as such Underwriter, and each
director of the Seller and Fleetwood Credit, each officer of the Seller who
signed the Registration Statement and each person, if any, who controls either
the Seller or Fleetwood Credit within the meaning of Section 15 of the Act
shall have the same rights to contribution as the Seller or Fleetwood Credit,
as the case may be.
9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Seller and Fleetwood Credit or their respective officers and
of the Underwriters set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation
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or statement as to the results thereof, made by or on behalf of any
Underwriter, the Seller, Fleetwood Credit or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Certificates. If for any reason the
purchase of the Certificates by the Underwriters is not consummated, the Seller
and Fleetwood Credit shall remain responsible for the expenses to be paid or
reimbursed by the Seller and Fleetwood Credit pursuant to Section 5(i) hereof
and the respective obligations of the Seller, Fleetwood Credit and the
Underwriters pursuant to Sections 7 and 8 hereof shall remain in effect. The
indemnification and contribution agreements contained in Sections 7 and 8
hereof shall survive the termination and cancellation of this Agreement. If
for any reason (other than solely by reason of the termination of this
Agreement because of a failure to satisfy the conditions set forth in items
(iii), (iv) or (v) of Section 10 hereof), the purchase of the Certificates by
the Underwriters is not consummated, the Seller and Fleetwood Credit will
reimburse the Underwriters for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Certificates.
10. Termination of Agreement. The Underwriters may terminate
this Agreement, by notice to the Seller and Fleetwood Credit, at any time prior
to or at the Closing Date (i) if there has been, since the date of this
Agreement or since the respective dates as of which information is given in the
Registration Statement, any material adverse change in the condition, financial
or otherwise, or in the earnings, business affairs or business prospects of the
Seller or the Servicer, whether or not arising in the ordinary course of
business; (ii) if there has occurred any downgrading in the rating of the debt
securities of the Seller or the Servicer by any "nationally recognized
statistical rating organization" (as such term is defined for purposes of Rule
436(g) under the Act), or any public announcement that any such organization
has under surveillance or review its rating of any debt securities of the
Seller or the Servicer (other than an announcement with positive implications
of a possible upgrading, and no implication of a possible downgrading, of such
rating); (iii) if there has occurred any material adverse change in the
financial markets in the United States or any outbreak of hostilities or other
calamity or crisis, the effect of which is such as to make it, in the judgment
of the Underwriters, impracticable to market the Certificates or to enforce
contracts for the sale of the Certificates; (iv) if trading generally on either
the American Stock Exchange or the New York Stock Exchange has been suspended,
or minimum or maximum prices for trading have been fixed, or maximum ranges for
prices for securities have been required, by either of said Exchanges or by
order of the Commission or any other governmental authority; or (v) if a
banking moratorium has been declared by federal, New York or California
authorities.
11. Default By One or More of the Underwriters. If one or more of
the Underwriters shall fail at the Closing Date to purchase the Certificates
which it or they are obligated to purchase under this Agreement (the "Defaulted
Securities"), the Representative shall have the right, but not the obligation,
within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters, to purchase all, but
not less than all, of the Defaulted Securities in such amounts as may be agreed
upon and upon the terms herein set forth; if, however, the Representative shall
not have completed such arrangements within such 24-hour period, then:
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(a) if the aggregate principal amount of Defaulted
Securities does not exceed 10% of the total aggregate principal amount
of the Certificates, the non-defaulting Underwriters shall be
obligated to purchase the full amount thereof in such proportions that
their respective underwriting obligations hereunder bear to the
underwriting obligations of all non-defaulting Underwriters, or
(b) if the aggregate principal amount of Defaulted
Securities exceeds 10% of the total aggregate principal amount of the
Certificates, this Agreement shall terminate without liability on the
part of any non- defaulting Underwriter.
No action pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.
In the event of any such default which does not result in a
termination of this Agreement, either the Representative or the Seller shall
have the right to postpone the Closing Date for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
Prospectus or in any other documents or arrangement.
12. Notices. All communications hereunder will be in writing and,
if sent to (i) the Underwriters, will be mailed, delivered or sent by facsimile
and confirmed to them at ____________________, Attention: __________ (facsimile
number __________); (ii) the Seller, will be mailed, delivered or sent by
facsimile and confirmed to it at Fleetwood Credit Receivables Corp., [22840
SAVI RANCH PARKWAY, YORBA LINDA, CALIFORNIA 92687, ATTENTION: TREASURER
(FACSIMILE NUMBER (714) 921-3490)]; or (iii) Fleetwood Credit, will be mailed,
delivered or sent by facsimile and confirmed to it at Fleetwood Credit Corp.,
[22840 SAVI RANCH PARKWAY, YORBA LINDA, CALIFORNIA 92687, ATTENTION: VICE
PRESIDENT-TREASURER (FACSIMILE NUMBER (714) 921-3490)].
13. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Sections 7 and 8
hereof, and no other person will have any right or obligation hereunder.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
15. Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California.
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If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us one of the counterparts duplicate
hereof, whereupon it will become a binding agreement between the Seller and
Fleetwood Credit and the Underwriters in accordance with its terms.
Very truly yours,
FLEETWOOD CREDIT CORP.
By:
--------------------------------
Marvin T. Runyon, III
Senior Vice President
FLEETWOOD CREDIT RECEIVABLES CORP.
By:
--------------------------------
Marvin T. Runyon, III
Senior Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
[UNDERWRITERS]
By: [Representative]
By:
------------------------------------------
Name:
Title:
For itself and as Representative of the Underwriters
22
SCHEDULE A
Principal Principal
Amount of Amount of
Class A Class B
Underwriter Certificates Certificates
----------- ------------ ------------
____________________ . . . . . . . . . . . . . . . . $__________ $__________
____________________ . . . . . . . . . . . . . . . . __________ __________
____________________ . . . . . . . . . . . . . . . . __________ __________
Total $ $
========== ==========
A-1