STRUCTURED ASSET SECURITIES CORPORATION
PASS-THROUGH CERTIFICATES, SERIES 2002-AL1
TERMS AGREEMENT
Dated: March 4, 2002
To: Structured Asset Securities Corporation, as Depositor, under the Trust
Agreement dated as of February 1, 2002 (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of April 16, 1996
(the "Standard Terms," and together with this Terms Agreement, the
"Agreement").
Series Designation: Series 2002-AL1.
Terms of the Series 2002-AL1 Certificates: Structured Asset Securities
Corporation, Series 2002-AL1 Pass-Through Certificates, Class A1, Class A2,
Class A3, Class AIO, Class APO, Class B1, Class B2, Class B3, Class B4, Class
B5, Class B6 and Class O (the "Certificates") will evidence, in the aggregate,
the entire beneficial ownership interest in a trust fund (the "Trust Fund"). The
primary assets of the Trust Fund consist of three pools of loans, including
mortgage loans and loans that are secured by non-real estate collateral or are
unsecured, originated by the United States Small Business Administration's
Disaster Loan Program. Only the Class A1, Class A2, Class A3, Class AIO, Class
APO, Class B1, Class B2 and Class B3 Certificates (the "Offered Certificates")
are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-82146.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class A1, Class A2, Class A3, Class AIO and Class APO Certificates be rated
"AAA" by Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx
Companies, Inc. ("S&P") and Fitch Ratings ("Fitch"), and be rated "Aaa" by
Xxxxx'x Investors Service, Inc. ("Xxxxx'x" and, together with S&P and Fitch, the
"Rating Agencies"); the Class B1 Certificates be rated "AA" by S&P and Fitch and
"Aa2" by Xxxxx'x; the Class B2 Certificates be rated "A" by S&P and Fitch and
"A2" by Xxxxx'x; and the Class B3 Certificates be rated "BBB" by S&P and Fitch
and "Baa2" by Moody's.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to Xxxxxx
Brothers Inc., (the "Underwriter") and the Underwriter agrees to purchase from
the Depositor, the Offered Certificates in the principal amounts and prices set
forth on Schedule 1 annexed hereto. The purchase price for the Offered
Certificates shall be the Purchase Price Percentage set forth in Schedule 1 plus
accrued interest at the initial interest rate per annum from and including the
Cut-off Date up to, but not including, the Closing Date.
The Underwriter will offer the Offered Certificates to the public from time to
time in negotiated transactions or otherwise at varying prices to be determined
at the time of sale.
Cut-off Date: January 31, 2002.
Closing Date: 10:00 A.M., New York time, on or about March 8, 2002. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
Counsel: XxXxx Xxxxxx LLP will act as counsel for the Underwriters.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement between
the Depositor and the Underwriter in accordance with its terms.
XXXXXX BROTHERS INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Schedule 1
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Initial Certificate
Principal Amount(1) Certificate Purchase Price
Class or Initial Notional Amount Interest Rate Percentage
----- -------------------------- ------------- ----------
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A1 $117,197,000 3.45% 100%
A2 $155,630,000 3.45% 100%
A3 $416,837,000 3.45% 100%
AIO (2) 3.45% 100%
APO $ 11,064,296 (3) 100%
B1 $ 21,168,000 3.45% 100%
B2 $ 16,177,000 3.45% 100%
B3 $ 12,133,000 3.45% 100%
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(1) These amounts are approximate, as described in the prospectus supplement.
(2) The Class AIO Certificates will be interest-only certificates; they will not
be entitled to payments of principal and will accrue interest on a notional
amount, as described in the prospectus supplement.
(3) The Class APO Certificates will be principal-only certificates; they will
not be entitled to payments of interest.