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EXHIBIT 1.1
CAPITAL AUTO RECEIVABLES ASSET TRUST 200_-SN__
<TABLE>
<S>
<C>
$__________ CLASS A-2a ASSET BACKED NOTES
$__________ CLASS A-2b ASSET BACKED NOTES
$__________ CLASS A-3a ASSET BACKED NOTES
$__________ CLASS A-3b ASSET BACKED NOTES
$__________ CLASS A-4 ASSET BACKED NOTES
$__________ CLASS B-1 ASSET BACKED NOTES
$__________ CLASS B-2 ASSET BACKED NOTES
$__________ CLASS C ASSET BACKED NOTES
</TABLE>
CAPITAL AUTO RECEIVABLES, INC.
(DEPOSITOR)
GENERAL MOTORS ACCEPTANCE CORPORATION
(SERVICER/TITLING AGENT/TRUST ADMINISTRATOR)
UNDERWRITING AGREEMENT
__________, 200_
[Name and Address
of each representative
Underwriter]
As Representatives of the several
Underwriters on Schedule 1
Dear Ladies and Gentlemen:
1.
Introductory. Capital Auto Receivables, Inc., a Delaware
corporation
(the "Depositor"), proposes to sell to the Underwriters $__________
aggregate
principal balance of Class A-2a Asset Backed Notes (the "Class A-2a
Notes") and
$__________ aggregate principal balance of Class A-2b Asset Backed
Notes (the
"Class A-2b Notes", and together with the Class A-2a Notes, the
"Class A-2
Notes"), $__________ aggregate principal balance of Class A-3a
Asset Backed
Notes (the "Class A-3a Notes") and $__________ aggregate principal
balance of
Class A-3b Asset Backed Notes (the "Class A-3b Notes", and together
with the
Class A-3a Notes, the "Class A-3 Notes"), $__________ aggregate
principal
balance of Class A-4 Asset Backed Notes (the "Class A-4 Notes" and,
together
with the Class A-2 Notes and the Class A-3 Notes, the "Class A
Notes"),
$__________ aggregate principal balance of Class B-1 Asset Backed
Notes (the
"Class B-1 Notes"), $__________ aggregate principal balance of
Class B-2 Asset
Backed Notes (the "Class B-2 Notes" and, together with the Class
B-1 Notes, the
"Class B Notes"), $__________ aggregate principal balance of Class
C Asset
Backed Notes (the "Class C Notes"), and together with the Class A
Notes and the
Class B Notes, the "Offered Notes") of the Capital Auto Receivables
Asset Trust
200_-SN__ (the "Trust"). [The Trust is also issuing,
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concurrently with the Offered Notes, $__________ aggregate
principal balance of
Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $__________
aggregate
principal balance of Class A-2c Asset Backed Notes (the "Class A-2c
Notes"),
$__________ aggregate principal balance of Class A-3c Asset Backed
Notes (the
"Class A-3c Notes"), and certificates with an aggregate principal
balance of
$__________ (the "Certificates"). COLT (defined below) will issue
certificates
with an aggregate principal balance of $__________. Neither the
Class A-1 Notes,
the Class A-2c Notes, the Class A-3c Notes, the Certificates nor
the
certificates issued by COLT are being publicly offered].
The assets
of the Trust will include, among other things, secured notes
(the "Secured Notes") issued by Central Originating Lease Trust
("COLT"). The
Secured Notes will be issued pursuant to an indenture, to be dated
as of the
Closing Date (as amended and supplemented from time to time, the
"COLT
Indenture"), between COLT and __________, as indenture trustee (the
"COLT
Indenture Trustee"). The Secured Notes will initially be issued by
COLT to
General Motors Acceptance Corporation, as Trust Administrator
("GMAC"), in
exchange for the transfer by GMAC to COLT of a pool of automobile
leases and the
related leased vehicles (the "Lease Assets") and certain monies due
or received
thereunder on and after _______, 200_ (the "Cutoff Date") pursuant
to a sale and
contribution agreement, to be dated as of the Closing Date (the
"COLT Sale and
Contribution Agreement"), between COLT and GMAC. COLT's obligations
under the
Secured Notes will be secured by the Lease Assets. The aggregate
Initial ABS
Value (as defined in the COLT Servicing Agreement (defined below))
of the Lease
Assets will be $__________. GMAC will continue to service the Lease
Assets after
their transfer to COLT pursuant to a servicing agreement, to be
dated as of the
Closing Date (the "COLT Servicing Agreement"), between COLT, GMAC
and Deutsche
Bank Trust Company Delaware, in its capacity as owner trustee of
COLT. GMAC will
sell the Secured Notes to the Depositor pursuant to a pooling and
administration
agreement, to be dated as of the Closing Date (the "Pooling and
Administration
Agreement"), between GMAC and the Depositor. The Secured Notes will
be
transferred by the Depositor to the Trust pursuant to trust sale
and
administration agreement, to be dated as of the Closing Date (the
"Trust Sale
and Administration Agreement"), between the Depositor, the Trust
and GMAC. The
Offered Notes will be issued pursuant to an indenture, to be dated
as of the
Closing Date (as amended and supplemented from time to time, the
"Indenture"),
between the Trust and __________, as indenture trustee (the "CARAT
Indenture
Trustee"). The Trust has been formed pursuant to a trust agreement,
dated as of
________, 200_ (as amended and supplemented from time to time, the
"Trust
Agreement"), between the Depositor and __________, as trustee,
acting thereunder
not in its individual capacity but solely as trustee of the Trust
(the "CARAT
Owner Trustee"). GMAC will serve as the initial custodian of the
Series
200_-SN__ Lease Assets Files (as defined in the Trust Sale and
Administration
Agreement) pursuant to the Trust Sale and Administration Agreement
and a
custodian agreement, to be dated as of the Closing Date (the
"Custodian
Agreement"), between GMAC, as Custodian, and COLT.
Any
reference herein to the Registration Statement, the Base
Prospectus,
any Preliminary Prospectus or the Final Prospectus shall be deemed
to refer to
and include the documents incorporated by reference therein
pursuant to Item 12
of Form S-3 which were filed under the Exchange Act on or before
the Effective
Date of the Registration Statement or the issue date of the Base
Prospectus, any
Preliminary Prospectus or the Final Prospectus, as the case may be;
and any
reference herein to the terms "amend," "amendment" or "supplement"
with respect
to the
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Registration Statement, the Base Prospectus, any Preliminary
Prospectus or the
Final Prospectus shall be deemed to refer to and include the filing
of any
document under the Exchange Act after the Effective Date of the
Registration
Statement or the issue date of the Base Prospectus, any Preliminary
Prospectus
or the Final Prospectus, as the case may be, deemed to be
incorporated therein
by reference. Certain terms used herein are defined in Section 15
hereof.
2.
Representations and Warranties of the Depositor. The Depositor
represents and warrants to, and agrees with, the several
underwriters named in
Schedule 1 (the "Underwriters") that:
(a) The Depositor meets the requirements for use of Form S-3
under
the Act
and has prepared and filed with the Commission a registration
statement
(No. __________), including a prospectus, on Form S-3 pursuant
to Rule
415 under the Act on __________, 200_, for the registration
under
the Act of
asset-backed securities (issuable in series and classes
thereof),
including the Secured Notes and the Offered Notes, which
registration statement has become effective, and a copy of which,
as
amended to
the date hereof, has heretofore been delivered to the
Underwriters. The Depositor has filed or will file with the
Commission,
pursuant
to Rule 424(b), one or more Preliminary Prospectuses and has
delivered
the Final Preliminary Prospectus to the Underwriters prior to
the
Applicable Time for delivery to prospective investors. The
Depositor
will file
with the Commission pursuant to Rule 424(b) a Final Prospectus
relating
to the Offered Notes and the method of distribution thereof.
(b) On the Effective Date, the Registration Statement complied,
and
when the
Final Prospectus is first filed in accordance with Rule 424(b),
the Final
Prospectus will comply, in all material respects with the
applicable
requirements of the Act; on the Effective Date, the
Registration Statement did not contain any untrue statement of a
material
fact or
omit to state any material fact required to be stated therein
or
necessary
in order to make the statements therein not misleading; on the
date of
any filing pursuant to Rule 424(b) and on the Closing Date, the
Final
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; provided, however, that the Depositor makes no
representations or warranties as to the information contained in
or
omitted
from the Registration Statement or the Final Prospectus (or any
supplement
thereto): (i) in reliance upon and in conformity with
information furnished in writing to the Depositor by or on behalf
of any
Underwriter through the Representatives specifically for inclusion
in the
Registration Statement or the Final Prospectus (or any
supplement
thereto),
it being understood and agreed that the only such information
so
furnished
by or on behalf of any Underwriters consists of the information
described
as such in Section 7 hereof (the "Underwriter Information");
(ii)
relating to and including the tables (other than the table under
the
caption
["Schedule of Remaining Payments by Month"]) under the caption
of
["Weighted
Average Life of the Notes -- Percent of Initial Note Principal
Balance
Outstanding at Various ABS Percentages"] (the "ABS Tables") in
the
Final
Prospectus; and (iii) the information under the caption ["The
Transfer
and Servicing Agreements -- Interest Rate Swaps -- Swap
Counterparty"] in the Final Prospectus (the "Swap Information"). As
of the
Closing
Date, the representations and warranties of the Depositor in a
pooling
and servicing
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agreement,
dated as of the Closing Date the Pooling and Administration
Agreement,
the Trust Sale and Administration Agreement and the Trust
Agreement
will be true and correct in all material respects.
(c) As of the Applicable Time, the Disclosure Package did 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
provided,
however, that the Depositor makes no representations or
warranties
as to the information contained in or omitted from the
Disclosure
Package (i) in reliance upon and in conformity with the
Underwriter Information, (ii) relating to the ABS Tables or (iii)
relating
to the
Swap Information.
(d) At the earliest time after the filing of the Registration
Statement
that the Depositor or another offering participant made a bona
fide offer
(within the meaning of Rule 164(h)(2)) of the Offered Notes,
the
Depositor was not an "ineligible issuer," as defined in Rule
405.
(e) Each Issuer Free Writing Prospectus, as of its issue date,
does
not and
will not include any information that conflicts or will
conflict
with the
information then contained in the Registration Statement. If at
any time
following issuance of an Issuer Free Writing Prospectus there
occurs an
event or development as a result of which such Issuer Free
Writing
Prospectus would conflict with the information then contained
in
the
Registration Statement or would include an untrue statement of
a
material
fact or would omit 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, (i) the Depositor has or will promptly
notify the
Underwriters and (ii) the Depositor has or will promptly amend
or
supplement such Issuer Free Writing Prospectus to eliminate or
correct
such
conflict, untrue statement or omission; provided, however, that
the
Depositor
makes no representations or warranties as to the information
contained
in or omitted from any Issuer Free Writing Prospectus (1) in
reliance
upon and in conformity with the Underwriter Information, (2)
relating
to the ABS Tables or (3) relating to the Swap Information..
(f) This Agreement has been duly authorized, executed and
delivered
by the
Depositor.
3.
Purchase,
Sale and Delivery of the Offered Notes. Each Underwriter
executing this Agreement on its own behalf and as a Representative
of the
several Underwriters (the "Representatives") hereby represents and
warrants to
the Depositor that it has been authorized by the other Underwriters
to execute
this Agreement on their behalf. On the basis of the
representations, warranties
and agreements herein contained, but subject to the terms and
conditions herein
set forth, the Depositor agrees to sell to the Underwriters, and
each
Underwriter agrees, severally and not jointly, to purchase from the
Depositor,
the respective principal balance of each class of Offered Notes set
forth
opposite the name of such Underwriter on Schedule 1. Each of the
Offered Notes
are to be purchased at the respective purchase price set forth on
Schedule 2,
plus accrued interest to the extent set forth on such Schedule
2.
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The
Depositor will deliver the Offered Notes to the Representatives
for
the account of the Underwriters against payment of the purchase
price in
immediately available funds, at the office of Mayer, Brown, Rowe
& Maw LLP, 190
South LaSalle Street, Chicago, Illinois 60603, on __________, 200_
at ____ a.m.
(Chicago time), or at such other time and place not later than
seven full
business days thereafter as the Representatives and the Depositor
determine,
such time being herein referred to as the "Closing Date." The
Offered Notes so
to be delivered will be initially represented by notes registered
in the name of
Cede & Co., the nominee of The Depository Trust Company
("DTC"). The interests
of beneficial owners of the Offered Notes will be represented by
book entries on
the records of DTC and participating members thereof. Definitive
notes will be
available only under limited circumstances.
4.
Offering
by Underwriters; Representations and Covenants of the
Underwriters.
(a) It is understood that the Underwriters propose to offer the
Offered
Notes for sale to the public (which may include selected
dealers)
as set
forth in the Final Prospectus. Each Underwriter agrees that all
such
offers and sales by such Underwriter will be made in compliance
with
all
applicable laws and regulations, including all laws and
regulations
with
respect to pricing of the Offered Notes and disclosure of
underwriting commissions from the Depositor or any other
person.
(b) The Underwriters have not and will not provide any ABS
Informational and Computational Material to prospective investors.
For the
purposes
hereof, "ABS Informational and Computational Material" as used
herein
shall have the meanings given such term in Section 1101(a) of
Regulation
AB under the Exchange Act.
(c) Each Underwriter represents that it has delivered the Final
Preliminary Prospectus to prospective investors prior to the
Applicable
Time.
(d) Each Underwriter represents, as of the Closing Date, that it
did
not
provide any prospective investors with any information in written
or
electronic
form in connection with the offering of the Offered Notes that
is
required to be filed with the Commission in accordance with the Act
or
any Free
Writing Prospectus other than those approved by the Depositor[;
provided,
however, that, notwithstanding the foregoing, the Depositor
agrees
that the Underwriters may disseminate information on Bloomberg
to
prospective investors relating solely to the status of allocations
and
subscriptions (the "Bloomberg Information"), which the
Underwriters
represent
shall not be required to be filed with the Commission pursuant
to the
safe harbor provided by Rule 134 or because such information is
a
Free
Writing Prospectus that is not an Issuer Free Writing
Prospectus].
(e) Each Underwriter that uses the Internet or other electronic
means to
offer or sell the Offered Notes severally represents that it
has
in place,
and covenants that it shall maintain, internal controls and
procedures
which it reasonably believes to be sufficient to ensure
compliance
in all material respects with all applicable legal requirements
under the
Act and applicable procedures, if any, worked out with the
staff
of the SEC
relating to the use of the Internet or relating to computerized
or
electronic means of delivery to prospective investors of the
[Preliminary] Prospectus and any
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related
"road-show" materials, in each case in connection with the
offering
of the Offered Notes. Each Underwriter severally represents
that
it has not
established or used web site pages on the Internet containing
information for prospective investors in connection with the
offering of
the
Offered Notes.
5.
Covenants
of the Depositor. The Depositor covenants and agrees with
the Underwriters that:
(a) The Depositor has filed or shall file each Preliminary
Prospectus
pursuant to and in accordance with Rule 424(b) not later than
the second
business day following the date it is first used.
(b) The Depositor shall prepare and file the Final Prospectus
pursuant
to and in accordance with Rule 424(b) not later than the second
business
day following the date it is first used.
(c) The Depositor shall advise the Representatives promptly of
any
proposal
to amend or supplement the Registration Statement, any
Preliminary Prospectus or the Final Prospectus and shall consult
with them
and their
counsel with respect to any comments they may have on any such
proposed
amendment or supplement; provided, however, that no such advice
or
consultation shall be necessary for Exchange Act reports filed by
the
Depositor
in the ordinary course that contain opinions, the COLT Basic
Documents,
the Transfer and Servicing Agreements or related agreements and
monthly
distribution reports.
(d) If, at any time when a prospectus relating to the Offered
Notes
is (or but
for the exemption in Rule 172 would be required to be)
delivered
under the Act in connection with sales by any Underwriter or
dealer,
any event occurs as a result of which the Final Prospectus as
then
amended or
supplemented would include an untrue statement of a material
fact or
omit to state any material fact necessary 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 the
Registration
Statement
or supplement the Final Prospectus to comply with the Act, the
Depositor
promptly shall (1) notify the Representatives of such event and
(2)
prepare and file with the Commission, subject to paragraph (c) of
this
Section 5,
an amendment or supplement which will correct such statement or
omission
or effect such compliance.
(e) The Depositor represents and agrees that, unless it obtains
the
prior
consent of the Representatives, and each Underwriter, severally
and
not
jointly, represents and agrees with the Depositor that, unless
it
obtains
the prior consent of the Depositor, it has not made and will
not
make any
offer relating to the Offered Notes that would constitute an
Issuer
Free Writing Prospectus or that would otherwise constitute a
Free
Writing
Prospectus; provided, however, that the prior consent of the
parties
hereto shall be deemed to have been given with respect to the
Bloomberg
Information and the Free Writing Prospectuses included in
Schedule 3
hereto.
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(f) The Depositor shall take such action in order to exempt the
Offered
Notes from the qualification for offer and sale under the
securities
or "Blue Sky" laws of such jurisdictions as the Representatives
shall
reasonably request and to pay all reasonable expenses
(including
reasonable
fees and disbursements of counsel) in connection with such
exemption
and
