Terms Agreement for Merrill Auto Trust Securitization 2007-1 Asset-Backed Notes between ML Asset Backed Corporation and Underwriters

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Summary

This agreement, dated June 8, 2007, is between ML Asset Backed Corporation (the Depositor) and several underwriters, including Merrill Lynch, Citigroup, J.P. Morgan, and Wachovia. It sets the terms for the sale and underwriting of $772,312,000 in asset-backed notes for the Merrill Auto Trust Securitization 2007-1. The agreement details the classes, interest rates, purchase price, underwriting allocations, and commissions. The notes are backed by motor vehicle installment sales contracts, with monthly payments starting July 16, 2007. No additional underwriting commission is payable by the Depositor.

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EX-1.2 3 efc7-1907_6236626ex12.txt EXHIBIT 1.2 ----------- ML ASSET BACKED CORPORATION (Depositor) Merrill Auto Trust Securitization 2007-1 TERMS AGREEMENT --------------- June 8, 2007 To: ML Asset Backed Corporation, as Depositor under the Sale and Servicing Agreement dated as of May 31, 2007 (the "Sale and Servicing Agreement"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. Re: Underwriting Agreement dated June 8, 2007. Title: Merrill Auto Trust Securitization Asset-Backed Notes, ----- Series 2007-1. Principal Amount: $772,312,000 ---------------- Terms of the Notes: ------------------ Original Class Principal Amount Interest Rate -------- ------------------ ------------------------------ A-1 $167,100,000 5.3469% A-2 $156,000,000 5.43% A-3 $174,000,000 One Month LIBOR plus 0.0500% A-4 $187,630,000 One Month LIBOR plus 0.0600% B $51,753,000 5.79% C $35,829,000 5.96% Ratings: ------- Class Moody's Fitch Standard & Poor's -------------- --------------- ---------------- -------------------------- A-1 P-1 F1+ A-1+ A-2 Aaa AAA AAA A-3 Aaa AAA AAA A-4 Aaa AAA AAA B A2 A A C NR BBB BBB Terms of Sale: The purchase price payable by the Underwriters for the Offered Securities is $769,715,141.21 plus accrued interest, if any, at the related Interest Rate from the date of initial issuance. Payment of the purchase price shall be in immediately available Federal funds wired to such bank as may be designated by the Depositor. Underwriting Breakdown:
Class A-1 Class A-2 Class A-3 Class A-4 Class B Class C Underwriter Notes Notes Notes Notes Notes Notes - ----------- -------------- -------------- -------------- -------------- ------------- ------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated ............ $152,100,000 $141,900,000 $158,400,000 $170,830,000 $51,753,000 $35,829,000 Citigroup Global Markets Inc......... $5,000,000 $4,700,000 $5,200,000 $5,600,000 N/A N/A J.P. Morgan Securities Inc........... $5,000,000 $4,700,000 $5,200,000 $5,600,000 N/A N/A Wachovia Capital Markets, LLC ....... $5,000,000 $4,700,000 $5,200,000 $5,600,000 N/A N/A Total............................. $167,100,000 $156,000,000 $174,000,000 $187,630,000 $51,753,000 $35,829,000
Underwriting Commissions: ------------------------ Notwithstanding anything to the contrary in the Underwriting Agreement, no additional underwriting commission shall be payable by the Depositor to the Underwriters in connection with the purchase of the Notes. Public offering price and/or method of determining price at which the Underwriters will sell, and underwriting discounts for the Notes: Underwriting Price to Public Discounts ----------------- -------------- Class A-1: 100.00000% 0.10000% Class A-2: 99.99964% 0.13000% Class A-3: 100.00000% 0.17000% Class A-4: 100.00000% 0.22000% Class B: 99.99632% 0.33000% Class C: 99.99496% 0.40000% 2 Information Furnished by the Underwriters - ----------------------------------------- For purposes of Section 1(a)(i) and Section 8 of the Underwriting Agreement the information in the Prospectus (or any amendment thereto), or any preliminary prospectus or the Registration Statement (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Depositor by the Underwriters shall be limited to the following: the third and fourth paragraphs under the heading "Underwriting" in the prospectus supplement. Loans: The motor vehicle installment sales contracts sold by the Seller to the Depositor pursuant to the Receivables Purchase Agreement, dated as of May 31, 2007, between the Depositor, as purchaser, and MLBUSA, as seller, and conveyed by the Depositor to the Trust pursuant to the Sale and Servicing Agreement, are more fully described in Exhibit A to the Sale and Servicing Agreement. Payment Dates: The 15th day (or, if such day is not a business day, the next succeeding business day) of each month, commencing with July 16, 2007. Delivery Date and Location: 10:00 a.m., New York time, on or about June 11, 2007, or at such other time not later than seven full business days thereafter as may be agreed upon, at the offices of Sidley Austin LLP at 787 Seventh Avenue, New York, New York 10019. 3 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement among the Depositor and the several Underwriters in accordance with its terms. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Representative of the several Underwriters By: /s/ Christina Cotton --------------------------- Name: Christina Cotton Title: Authorized Signatory CONFIRMED AND ACCEPTED as of the date first written: ML ASSET BACKED CORPORATION, as Depositor By: /s/ Theodore F. Breck ------------------------- Name: Theodore F. Breck Title: President Terms Agreement