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EXHIBIT 1.1
Execution Copy
ORIGEN RESIDENTIAL SECURITIES, INC..
$156,187,000 (Approximate)
Origen Manufactured Housing Contract
Trust Notes, Series 2005-B
UNDERWRITING AGREEMENT
New
York, New York
December 8, 2005
Citigroup Global Markets Inc.
390 Greenwich Street, 4th Floor
New York, New York 10013
Dear Sir or Madam:
Origen Manufactured Housing Contract Trust 2005-B (the "Issuer"),
a
Delaware statutory trust, proposes to issue
Origen Manufactured Housing Contract
Trust Collateralized Notes, Series 2005-B
(the "Notes"), under an Indenture (the
"Indenture") dated as of December 1, 2005
between the Issuer and JPMorgan Chase
Bank as indenture trustee (the "Indenture
Trustee"). The Issuer was formed
pursuant to a Trust Agreement, dated as of
December 1, 2005 (the "Trust
Agreement"), among Wilmington Trust
Company, as owner trustee, JPMorgan Chase
Bank, as certificate paying agent and
certificate registrar, and Origen
Residential Securities, Inc. (the
"Company"), as depositor. The Company hereby
proposes to sell the Notes to you (the
"Underwriter"). The Notes are designated
as (i) the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes and the
Class A-4 Notes (collectively, the "Class A
Notes"), and (ii) the Class M-1
Notes, the Class M-2 Notes and the Class B
Notes (collectively, the "Mezzanine
Notes").
Payments on the Notes will be secured by a trust estate
consisting
primarily of a segregated pool (the
"Contract Pool") of manufactured housing
installment sales contracts and installment
loan agreements (the "Contracts").
Each Contract provides for an original term
to maturity of not greater than 30
years. The Contracts will be acquired by
the Company from Origen Securitization
Company, LLC (the "Seller") in exchange for
immediately available funds
representing the purchase price. The Seller
has acquired the Contracts from
Origen Financial L.L.C. (the "Originator"
and, together with the Company and the
Seller, the "Origen Companies"; the Origen
Companies also referred to herein
individually as an "Origen Company"). The
Notes are described more fully in
Schedule I hereto. The Class A Notes and
the Mezzanine Notes are more fully
discussed in a registration statement which
the Company has furnished to you.
This is to confirm the arrangements with
respect to your purchase of the Notes.
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Capitalized terms used but not defined herein shall have the
meanings
assigned thereto in Appendix A to the
Indenture.
1.
Representations and Warranties: The Origen Companies represent
and
warrant to, and agree with, the Underwriter
that:
(a) The Company
has filed with the Securities and Exchange Commission (the
"Commission") a
registration statement on Form S-3 (the file number of
which is set
forth on Schedule A hereto), for the registration of the Notes
under the
Securities Act of 1933, as amended (the "1933 Act"), which
registration statement
has become effective and copies of which have
heretofore been
delivered to you. Such registration statement, as amended
as of the date
hereof, meets the requirements set forth in Rule
415(a)(1)(vii)
under the 1933 Act and complies in all other material
respects with
the 1933 Act and the rules and regulations thereunder. The
Company proposes
to file with the Commission pursuant to Rule 424 under the
1933 Act a
supplement to the form of prospectus included in such
registration
statement relating to the Notes and the plan of distribution
thereof, and has
previously advised you of all further information
(financial and
other) with respect to the Notes and the Contract Pool to be
set forth
therein. Such registration statement, including the exhibits
thereto, as
amended as of the date hereof, is hereinafter called the
"Registration
Statement"; the prospectus included in the Registration
Statement after
the Registration Statement, as amended, became effective,
or as
subsequently filed with the Commission pursuant to Rule 424 under
the
1933 Act, is
hereinafter called the "Basic Prospectus"; the form of
prospectus
supplemented by the supplement to the form of prospectus
relating to the
Notes, in the form in which it shall be first filed with
the Commission
pursuant to Rule 424 (including the Basic Prospectus as so
supplemented) is
hereinafter called a "Final Prospectus." Any preliminary
form of any
Final Prospectus that has heretofore been filed pursuant to
Rule 424 or,
prior to the effective date of the Registration Statement,
pursuant to Rule
402(a) or 424(a), is hereinafter called a "Preliminary
Final
Prospectus." Subject to the Underwriter's compliance with its
obligations
pursuant to Section 4(b), the Company shall file any
Computational
Materials and ABS Term Sheets (as each defined herein)
provided to it
by the Underwriter under Section 4(c)(iii), except to the
extent of any
information set forth therein that constitutes Collateral
Information (as
defined below), with the Commission on Form 8-K
concurrently (to
the extent practicable) with the filing of the Prospectus
Supplement under
Rule 424(b) under the 1933 Act on the business day
immediately
following the date that the Final Prospectus is dated (the
"Final
Prospectus Date"). As used herein, "Collateral Information"
means
information with
respect to the characteristics of the Contracts and
administrative
and servicing fees, as provided by or on behalf of the
Company to the
Underwriter in final form and set forth in the Prospectus
Supplement. The
Company will file with the Commission within fifteen days
of the issuance
of the Notes a report on Form 8-K setting forth specific
information
concerning the Notes and the Contract Pool to the extent that
such information
is not set forth in the Final Prospectus.
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The Company has prepared the following information (collectively,
the
"Time of Sale
Information"): the Preliminary Final Prospectus dated
November 30,
2005 and a Term Sheet dated November 30, 2005 (the "Term
Sheet") to be
used by the Underwriter at or prior to the time when sales to
investors of the
Notes are first made (the "Time of Sale"). If, subsequent
to the date of
this Agreement, the Company and the Underwriter have
determined that such
information included an untrue statement of material
fact or omitted
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 and have terminated their old purchase contracts and
entered into new
purchase contracts with purchasers of the Offered
Certificates,
then "Time of Sale Information" will refer to the information
available to
purchasers at the time of entry into the first such new
purchase
contract, including any information that corrects such material
misstatements or
omissions ("Corrective Information").
(b) As of the
date hereof, when the Preliminary Final Prospectus is first
filed pursuant
to Rule 424 under the 1933 Act, when the Final Prospectus is
first filed
pursuant to Rule 424 under the 1933 Act, when, prior to the
Closing Date (as
hereinafter defined), any amendment to the Registration
Statement
becomes effective, when any supplement to the Final Prospectus
is
filed with the
Commission, and at the Closing Date, (i) the Registration
Statement, as
amended as of any such time, the Preliminary Final Prospectus
as amended or
supplemented as of any such time and the Final Prospectus, as
amended or
supplemented as of any such time, comply and will comply in all
material
respects with the applicable requirements of the 1933 Act and
the
rules and
regulations thereunder, (ii) the Registration Statement, as
amended as of
any such time, does not and will not contain any untrue
statement of
material fact and does not and will not omit to state any
material fact
required to be stated therein or necessary in order to make
the statements
therein not misleading, (ii) the Preliminary Final
Prospectus, as
amended or supplemented as of any such time, does not and
will not contain
any untrue statement of a material fact and does not and
will not omit to
state a material fact necessary to make the statements
therein, in the
light of the circumstances under which they were made, not
misleading; and
(iii) the Final Prospectus, as amended or supplemented as
of any such
time, does not and will not contain any untrue statement of a
material fact
and does not and will not omit to state a material fact
necessary to
make the statements therein, in the light of the circumstances
under which they
were made, not misleading; provided, however, that the
Origen Companies make
no representations or warranties as to (i) the
information
contained in or omitted from the Registration Statement, the
Preliminary
Final Prospectus or Final Prospectus or any amendment thereof
or supplement
thereto in reliance upon and in conformity with the
information
furnished in writing to the Company by or on behalf of the
Underwriter
specifically for use in connection with the preparation of the
Registration
Statement, Preliminary Final Prospectus and the Final
Prospectus as
set forth on Exhibit A hereto (the "Underwriter's
Information") or
(ii) Derived Information in the Term Sheet.
The Time of Sale Information, at the Time of Sale did not, and at
the
Closing Date
will not, contain any untrue statement of a material fact or
omit to state a
material fact
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necessary in
order to make the statements therein, in the light of the
circumstances
under which they were made, not misleading; provided that the
Company makes no
representation and warranty with respect to Derived
Information or
any statements or omissions made in reliance upon and in
conformity with
information relating to the Underwriter furnished to the
Company in
writing by the Underwriter expressly for use in such Time of
Sale
Information.
Other than the Time of Sale Information, the Final Prospectus and
the
Basic
Prospectus, the Company (including its agents and
representatives
other than the
Underwriters in their capacity as such) has not made, used,
prepared,
authorized, approved or referred to and will not make, use,
prepare,
authorize, approve or refer to any "written communication" (as
defined in Rule
405 under the Securities Act) that constitutes an offer to
sell or
solicitation of an offer to buy the Notes.
(c) Each of the
Origen Companies has been duly incorporated and is validly
existing as a
corporation or limited liability company in good standing
under the laws
of the State of Delaware with full power and authority
(corporate and
other) to own its properties and conduct its business as now
conducted by it
and to enter into and perform its obligations under each of
the following
agreements to which it is a party: (i) this agreement, (ii)
the Asset
Purchase Agreement, dated as of December 1, 2005 (the "Purchase
Agreement"),
among the Company, the Originator and the Seller (iii) the
Indenture, (iv)
the Servicing Agreement, dated as of December 1, 2005 (the
"Servicing
Agreement"), among Origen Financial L.L.C., as servicer (the
"Servicer"),
Origen Servicing, Inc. (the "Subservicer"), the Issuer and the
Indenture
Trustee and (v) the Trust Agreement (this agreement, the
Purchase
Agreement the
Servicing Agreement, the Indenture and the Trust Agreement
individually, an
"Agreement" and collectively, the "Agreements"); and none
of the Origen Companies has
received any notice of proceedings relating to
the revocation
or modification of any license, certificate, authority or
permit
applicable to its owning such properties or conducting such
business
which singly or
in the aggregate, if the subject of an unfavorable
decision, ruling
or finding, would materially and adversely affect the
conduct of the
business, operations, financial condition or income of such
Origen
Company.
(d) As of the
date hereof, the time of sale, when the Final Prospectus is
first filed
pursuant to Rule 424 under the 1933 Act, when, prior to the
Closing Date (as
hereinafter defined), any amendment to the Registration
Statement
becomes effective, when any supplement to the Final Prospectus
is
filed with the
Commission, and at the Closing Date, there has not and will
not have been
(i) any request by the Commission for any further amendment
of the
Registration Statement or the Final Prospectus or for any
additional
information,
(ii) any issuance by the Commission of any stop order
suspending the
effectiveness of the Registration Statement or the
institution or
threatening of any proceeding for that purpose or (iii) any
notification
with respect to the suspension of the qualification of the
Notes for sale
in any jurisdiction or the initiation or threatening of any
proceeding for
such purpose.
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(e) Each of the
Agreements when executed and delivered as contemplated
hereby and
thereby will have been, duly authorized, executed and delivered
by each Origen
Company that is a party to such Agreement and each
constitutes, or
will constitute when so executed and delivered, a legal,
valid and
binding agreement of that Origen Company, enforceable against
such Origen
Company in accordance with its terms, except as enforceability
may be limited
by (i) bankruptcy, insolvency, liquidation, receivership,
moratorium,
reorganization or other similar laws affecting the enforcement
of the rights of
creditors, (ii) general principles of equity, whether
enforcement is
sought in a proceeding in equity or at law and (iii) public
policy
considerations underlying the securities laws, to the extent
that
such public
policy considerations limit the enforceability of the
provisions of
such Agreement that purport to provide indemnification from
securities law
liabilities.
(f) The Notes
and each of the Agreements will conform in all material
respects to the
description thereof contained in the Time of Sale
Information, the
Final Prospectus, and the Notes, when duly and validly
authorized,
executed, authenticated and delivered in accordance with the
Indenture and
paid for by the Underwriter as provided herein, will be
entitled to the
benefits of the Indenture. On the Closing Date, the Trust
Agreement will
be effective to establish the Trust as a valid trust under
the laws of the
State of Delaware.
(g) As of the
Closing Date, the Contracts will meet the criteria for
selection
described in the Preliminary Final Prospectus and the Final
Prospectus.
(h) Neither the
issuance and sale of the Notes, nor the execution and
delivery by any
of the Origen Companies of each Agreement to which it is a
party, nor the
consummation by any Origen Company of any of the
transactions
herein or therein contemplated, nor compliance by the Origen
Companies with
the provisions hereof or thereof, will conflict with or
result in a
breach of any term or provision of the certificate of
incorporation,
by-laws or operating agreement of any Origen Company or
conflict with,
result in a breach, violation or acceleration of or
constitute a
default under, the terms of any indenture or other agreement
or instrument to
which an Origen Company or any of its affiliates is a
party or by
which it or any of them is bound, or any statute, order or
regulation
applicable to such Origen Company or any of its affiliates of
any court,
regulatory body, administrative agency or governmental body
having
jurisdiction over the Company or any of its affiliates. None of
the
Origen Companies
nor any of their affiliates is a party to, bound by or in
breach or
violation of any indenture or other agreement or instrument, or
subject to or in
violation of any statute, order or regulation of any
court,
regulatory body, administrative agency or governmental body
having
jurisdiction
over it, which materially and adversely affects, or may in the
future
materially and adversely affect, (i) validity or enforceability
of,
or the ability
of the Origen Companies to perform their obligations under,
this Agreement,
the Purchase Agreement or the Trust Agreement or (ii) the
business,
operations, financial conditions, properties or assets of the
Origen
Companies.
(i) There are no
actions or proceedings against, or investigations of, any
Origen Company
pending, or, to the knowledge of an Origen Company,
threatened,
before any
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court,
administrative agency or other tribunal (i) asserting the
invalidity
of any of the
Agreements to which it is a party or the Notes, (ii) seeking
to prevent the
issuance of the Notes or the consummation of any of the
transactions
contemplated by any of the Agreements to which it is a party,
(iii) that might
materially and adversely affect the performance by an
Origen Company
of its obligations under, or the validity or enforceability
of, any
Agreement to which it is a party or the Notes, or (iv) seeking
to
affect adversely
the federal income tax attributes of the Notes as
described in the
Time of Sale Information and the Final Prospectus.
(j) Since the
date as of which information is given in the Registration
Statement, the
Time of Sale Information or the Final Prospectus, there has
not been any
material adverse change in the business, operations, financial
condition,
properties or assets of any of the Origen Companies.
(k) Any taxes,
fees and other governmental charges payable by the Origen
Companies in
connection with the execution, delivery and issuance of this
Agreement, the
Purchase Agreement and the Trust Agreement or the execution,
delivery and
sale or transfer of the Notes have been or will be paid at or
prior to the
Closing Date.
(l) None of the
Issuer or the Origen Companies is, and the issuance and
sale of the
Notes in the manner contemplated by the Preliminary Final
Prospectus and
the Final Prospectus will not cause any of the Issuer or the
Origen Companies
to be, subject to registration or regulation as an
investment
company or affiliate of an investment company under the
Investment
Company Act of 1940, as amended (the "Investment Company Act").
(m) Any
certificate signed by an officer of the Issuer or any of the
Origen
Companies
Company and delivered to an Underwriter or counsel for the
Underwriters in
connection with an offering of the Notes shall be deemed,
and shall state
that it is, a representation and warranty as to the matters
covered thereby
to each person to whom the representations and warranties
in this Section
1 are made.
(n) Since the
date as of which information is given in the Preliminary
Final Prospectus
and the Final Prospectus, there has not been any material
adverse change
in the general affairs, management, financial condition, or
results of
operations of the Origen Companies, otherwise than as set forth
or contemplated
in the Preliminary Final Prospectus and the Final
Prospectus, as
supplemented or amended as of the Closing Date.
(o) The
Preliminary Final Prospectus was, and the Final Prospectus
delivered to the
Underwriter for use in connection with this offering will
be, identical to
the versions of the Preliminary Final Prospectus and Final
Prospectus
created to be transmitted to the Commission for filing via the
Electronic Data
Gathering Analysis and Retrieval System ("EDGAR"), except
to the extent
permitted by Regulation S-T.
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(p) No Origen
Company has taken, and will not take, directly or indirectly,
any action which
is designed to or which has constituted or which might
reasonably be
expected to cause or result in stabilization or manipulation
of the price of
any security of an Origen Company to facilitate the sale or
resale of the
Notes.
(q) Neither an
Origen Company nor any of its affiliates (i) is required to
register as a
"broker" or "dealer" in accordance with the provisions of the
Exchange Act, or
the rules and regulations thereunder (the "Exchange Act
Regulations"), or (ii) directly,
or indirectly through one or more
intermediaries,
controls or has any other association with (within the
meaning of
Article I of the Bylaws of the NASD) any member firm of the
NASD.
(r) No Origen
Company has relied upon the Underwriter for any legal, tax or
accounting
advice in connection with the offering and sale of the Notes.
(s) The Pool
Information is accurate, true and correct.
2. Purchase and
Sale. Subject to the terms and conditions and in reliance
upon the representations and warranties set
forth herein, the Company agrees to
sell to the Underwriter, and the
Underwriter agrees to purchase from the Company
on the Closing Date, at the purchase price
to public less the underwriting
discounts and commission for each class set
forth in Schedule II hereto, the
Notes set forth in Schedule II hereto.
3. Delivery and
Payment. Delivery of and payment for the Notes shall be
made in the manner, on the date and at the
time specified in Schedule I hereto
(or such later date not later than seven
business days after such specified date
as the Underwriter shall designate), which
date and time may be postponed by
agreement between the Underwriter and the
Company or as provided in Section 9
hereof (such date and time of delivery and
payment for the Notes being herein
called the "Closing Date"). Delivery of the
Notes, as set forth on Schedule I
hereto, shall be made to the Underwriter
against payment in same day Federal
funds by the Underwriter of the purchase
price. The Notes shall be registered in
such names and in such authorized
denominations as the Underwriter may request
not less than three full business days in
advance of the Closing Date.
The Company agrees to have the Notes available for inspection,
checking and packaging by the Underwriter
in New York, New York, not later than
1:00 p.m. New York time on the business day
prior to the Closing Date.
4. Offering by
Underwriter.
(a) It is
understood that the Underwriter proposes to offer the Notes for
sale to the
public as set forth in the Preliminary Final Prospectus and the
Final
Prospectus.
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(b) It is
understood that at or prior to the Time of Sale, the
Underwriter
will have
provided to prospective investors the Time of Sale Information
in
connection with
their offering of the Notes.
(c) The
Underwriter shall not enter into a Contract of Sale with any
potential
investor unless the Underwriter has conveyed the Preliminary
Final Prospectus
to such potential investor prior to such Contract of Sale.
(d) The
Underwriter agrees that:
(i) Unless preceded or accompanied by a prospectus satisfying
the
requirements of Section 10(a) of the Securities Act, the
Underwriter
shall not convey or deliver any written communication to any person
in
connection with the initial offering of the Notes, unless such
written
communication (1) is made in reliance on Rule 134 under the
Securities
Act, (2) constitutes a prospectus satisfying the requirements of
Rule
430B under the Securities Act, or (3) is the Term Sheet.
(ii) The Underwriter shall p
