Terms Agreement for Mortgage Loan Asset-Backed Certificates, Series 2003-BC3 between Merrill Lynch Mortgage Investors, Inc. and Underwriters

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Summary

This agreement is between Merrill Lynch Mortgage Investors, Inc. and a group of underwriters led by Merrill Lynch, Pierce, Fenner & Smith Incorporated, for the purchase and sale of approximately $370 million in Mortgage Loan Asset-Backed Certificates, Series 2003-BC3. The underwriters agree to buy the certificates at specified prices and resell them to the public, with terms including purchase price, underwriting discounts, and ratings. The agreement sets the closing date as September 25, 2003, and outlines key financial and procedural terms for the transaction.

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EX-1.1 3 y90545exv1w1.txt TERMS AGREEMENT EXHIBIT 1.1 SPECIALTY UNDERWRITING AND RESIDENTIAL FINANCE TRUST MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-BC3 TERMS AGREEMENT Dated: September 18, 2003 To: Merrill Lynch Mortgage Investors, Inc. Re: Underwriting Agreement, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill") and Merrill Lynch Mortgage Investors, Inc., dated as of February 28, 2003 (the "Underwriting Agreement") Ladies and Gentlemen: The undersigned, (the "Representative") acting on behalf of the underwriters (including ourselves) named below (such underwriters being herein called the "Underwriters"), understands that Merrill Lynch Mortgage Investors, Inc., a New York corporation (the "Company"), proposes to issue and sell approximately $370,380,100 original principal amount of Mortgage Loan Asset-Backed Certificates, Series 2003-BC3 (the "Certificates") to be issued under a Pooling and Servicing Agreement, dated as of September 1, 2003, among the Company, as depositor, JPMorgan Chase Bank, as Trustee and Litton Loan Servicing LP, as Servicer (the "Pooling and Servicing Agreement"). The terms of the Certificates are summarized below and are more fully described in the Company's Prospectus Supplement and Prospectus (collectively, the "Prospectus") prepared with respect to the Certificates. All the provisions (including defined terms) contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Merrill agrees to be bound by all of the terms and conditions of the Underwriting Agreement, as modified by this Terms Agreement. Terms not otherwise defined herein shall have the meaning set forth in the Prospectus. The Closing Time referred to in Section 2 of the Underwriting Agreement shall be 10:00 a.m., New York City time, on September 25, 2003. Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters, severally and not jointly, agree to purchase the original principal amounts of the Certificates set forth in the table below under the title "Terms of the Certificates and Underwriting Compensation" at the purchase prices set forth below. The Underwriters will offer the Certificates for sale upon the terms and conditions set forth in the Prospectus. SURF 2003-BC3 Terms Agreement Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters will pay for the Certificates at the time and place and in the manner set forth in the Underwriting Agreement. Series Designation: Mortgage Loan Asset-Backed Certificates, Series 2003-BC3 Underwriters: Merrill, Countrywide Securities Corporation ("Countrywide") and Banc of America Securities LLC ("BOA") Terms of the Certificates and Underwriting Compensation:
PRINCIPAL AMOUNT PRINCIPAL TO BE PURCHASED AMOUNT TO BE BY EACH OF PASS- PURCHASED BY COUNTRYWIDE AND THROUGH PRICE TO UNDERWRITING CLASSES MERRILL (1) BOA(1) RATE PUBLIC DISCOUNT - --------------------------------------------------------------------------------------------------------- A $259,729,400.00 $22,917,300.00 (2) 100.0000% 0.2200% - --------------------------------------------------------------------------------------------------------- M-1 $ 19,676,650.00 $ 1,736,175.00 (2) 100.0000% 0.2600% - --------------------------------------------------------------------------------------------------------- M-2 $ 16,528,250.00 $ 1,458,375.00 (2) 100.0000% 0.3500% - --------------------------------------------------------------------------------------------------------- M-3 $ 5,509,700.00 $ 486,150.00 (2) 100.0000% 0.4000% - --------------------------------------------------------------------------------------------------------- B-1 $ 4,722,600.00 $ 416,700.00 (2) 100.0000% 0.6000% - --------------------------------------------------------------------------------------------------------- B-2 $ 4,722,600.00 $ 416,700.00 (2) 95.6797% 0.6500% - --------------------------------------------------------------------------------------------------------- B-3 3,933,800.00 $ 347,100.00 (2) 82.9768% 0.6500% - --------------------------------------------------------------------------------------------------------- R $ 100.00 $ 0.00 (2) 100.0000% 0.0000% - --------------------------------------------------------------------------------------------------------- TOTAL $314,823,100.00 $27,778,500.00 - ---------------------------------------------------------------------------------------------------------
- ------------------------ (1) Approximate. Subject to permitted variance in each case of plus or minus 10%. (2) Adjusts monthly, as described in the Prospectus Supplement. Selling Concession and Reallowance Discount: The Underwriters will initially offer the Certificates to certain dealers at such price less a selling concession not to exceed the percentage of the certificate denomination set forth below, and the Underwriters may allow, and such dealers may reallow a reallowance discount not to exceed the percentage of the certificate denomination set forth below.
- ------------------------------------------------------------------- CLASS SELLING CONCESSION REALLOWANCE DISCOUNT - ------------------------------------------------------------------- A 0.1320% 0.0660% - ------------------------------------------------------------------- M-1 0.1560% 0.0780% - -------------------------------------------------------------------
SURF 2003-BC3 Terms Agreement M-2 0.2100% 0.1050% - ----------------------------------------------------------- B-1 0.2400% 0.1200% - ----------------------------------------------------------- B-2 0.3600% 0.1800% - ----------------------------------------------------------- B-2 0.3900% 0.1950% - ----------------------------------------------------------- B-3 0.3900% 0.1950% - ----------------------------------------------------------- R 0.0000% 0.0000% - -----------------------------------------------------------
Certificate Rating: Aaa by Moody's Investors Service ("Moody's") and AAA by Standard & Poor's, a division of The McGraw Hill Companies, Inc. ("S&P") on the Class A Certificates, the Class S Certificates and the Class R Certificate. Aa2 by Moody's and AA+ by S&P on the Class M-1 Certificates. A2 by Moody's and A+ by S&P on the Class M-2 Certificates. Baa1 by Moody's and BBB+ by S&P on the Class B-1 Certificates. Baa2 by Moody's and BBB by S&P on the Class B-2 Certificates. Baa3 by Moody's and BBB- by S&P on the Class B-3 Certificates. REMIC Election: Three or more REMIC elections. Credit Enhancement: Excess Interest; Overcollateralization; Subordination. Cut-off Date: The Cut-off Date is September 1, 2003. Distribution Date: The 25th day of each month (or, if such 25th day is not a business day, the business day immediately following) commencing October 2003. Purchase Price: The Purchase Price for the Certificates to be paid by the Underwriters will be 99.44% of the aggregate principal balance of the Certificates as of the Closing Date less an underwriting discount of 0.25%. Return of Purchase Price: In the event that the Underwriters pay the Purchase Price to the Company and the Certificates are not issued to the Underwriters on the same date, the Company agrees to return the Purchase Price to the Underwriters by 5:00 p.m. on that day. Underwriting Commission: Notwithstanding anything to the contrary in the Underwriting Agreement, no additional underwriting commission shall be payable by the Company to the Underwriters in connection with the purchase SURF 2003-BC3 Terms Agreement of the Certificates. Closing Date and Location: September 25, 2003 at the offices of Morgan, Lewis & Bockius LLP, New York, New York. SURF 2003-BC3 Terms Agreement Please confirm your agreement by having an authorized Officer sign a copy of this Agreement in the space set forth below and returning a signed copy to us. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Representative acting on behalf of the Underwriters By: ___________________________________ Name: Matthew Whalen Title: Authorized Signatory ACCEPTED: MERRILL LYNCH MORTGAGE INVESTORS, INC. By: ____________________________________ Name: Matthew Whalen Title: President SURF 2003-BC3 Terms Agreement