Terms Agreement for Sale of Mortgage Loan Asset-Backed Certificates, Series 2002-HE1 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, Bank of America Securities LLC, and Countrywide Securities Corporation. It sets the terms for the sale and purchase of approximately $779 million in mortgage loan asset-backed certificates. The agreement outlines the purchase prices, underwriting discounts, selling concessions, and ratings for each class of certificates. The closing is scheduled for December 6, 2002, and the certificates will be distributed monthly starting December 2002.

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EX-1.1 3 y67034exv1w1.txt TERMS AGREEMENT EXHIBIT 1.1 MERRILL LYNCH MORTGAGE INVESTORS TRUST MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2002-HE1 TERMS AGREEMENT Dated: December 4, 2002 To: Merrill Lynch Mortgage Investors, Inc. Re: Underwriting Agreement, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Merrill Lynch Mortgage Investors, Inc., dated as of December 4, 2002 (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 $779,254,150 original principal amount of Mortgage Loan Asset-Backed Certificates, Series 2002-HE1 (the "Certificates") to be issued under a Trust Agreement, dated as of November 1, 2002, among the Company, as depositor, Wells Fargo Bank Minnesota, N.A., as securities administrator and HSBC Bank USA, as trustee (the "Trust 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. MLPFS 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 December 6, 2002. 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. 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 2002-HE1 Underwriters: MLPFS, Bank of America Securities LLC ("Bank of America") and Countrywide Securities Corporation ("Countrywide"). Terms of the Certificates and Underwriting Compensation:
- ------------------------------------------------------------------------------------------------------------------------ PRINCIPAL PRINCIPAL AMOUNT TO BE AMOUNT TO BE PURCHASED BY PRINCIPAL AMOUNT PURCHASED BY BANK OF TO BE PURCHASED PASS-THROUGH UNDERWRITING CLASSES MERRILL LYNCH(1) AMERICA(1) BY COUNTRYWIDE(1) RATE PRICE TO PUBLIC DISCOUNT - ------------------------------------------------------------------------------------------------------------------------ A-1 $571,825,083 $15,048,029 $15,048,029 (2) 100.00000% 0.240% - ------------------------------------------------------------------------------------------------------------------------ A-2 $ 90,345,057 $ 2,377,502 $ 2,377,502 (2) 100.00000% 0.240% - ------------------------------------------------------------------------------------------------------------------------ M-1 $ 31,620,489 $ 832,118 $ 832,118 (2) 99.54619% 0.250% - ------------------------------------------------------------------------------------------------------------------------ M-2 $ 26,040,403 $ 685,274 $ 685,274 (2) 100.00000% 0.355% - ------------------------------------------------------------------------------------------------------------------------ B $ 20,460,316 $ 538,429 $ 538,429 (2) 100.00000% 0.440% - ------------------------------------------------------------------------------------------------------------------------ R $ 100 0 0 (2) 100.00000% 0.000% - ------------------------------------------------------------------------------------------------------------------------ Total $740,291,448 $19,481,351 $19,481,351 - ------------------------------------------------------------------------------------------------------------------------
- ---------------------- (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-1 0.144% 0.072% - ----------------------------------------------------------------------------------------------------- A-2 0.144% 0.072% - ----------------------------------------------------------------------------------------------------- M-1 0.150% 0.075% - ----------------------------------------------------------------------------------------------------- M-2 0.213% 0.107% - ----------------------------------------------------------------------------------------------------- B 0.264% 0.132% - ----------------------------------------------------------------------------------------------------- R 0.000% 0.000% - -----------------------------------------------------------------------------------------------------
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") and Fitch, Inc. ("Fitch") on the Class A Certificates and the Class R Certificate. Aa2 by Moody's and AA+ by S&P and Fitch on the Class M-1 Certificates. A2 by Moody's and AA- by S&P and Fitch on the Class M-2 Certificates. Baa2 by Moody's, A- by S&P and BBB by Fitch on the Class B Certificates. REMIC Election: Upper-tier REMIC and lower-tier REMIC. Credit Enhancement: Primary Mortgage Insurance, Excess Interest; Overcollateralization; Subordination. Cut-off Date: The Cut-off Date is November 1, 2002. Distribution Date: The 25th day of each month (or, if such 25th day is not a business day, the business day immediately following) commencing December 2002. Purchase Price: The Purchase Price for the Certificates to be paid by the Underwriters will be 99.9806% 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 of the Certificates. Closing Date and Location: December 6, 2002 at the offices of Morgan, Lewis & Bockius LLP, New York, New York. 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