Exhibit 1.1
--------------------------------------------------------------------------------
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-12H
TERMS AGREEMENT
Dated: May 25, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of May 1, 2004 (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 2004-12H.
Terms of the Series 2004-12H Certificates: Structured Asset Securities
Corporation, Series 2004-12H Mortgage Pass-Through Certificates, Class 1A, Class
1A-IO, Class 1A-PO, Class 2A, Class 1B1, Class 1B2, Class 2B1, Class 2B2, Class
B3, Class B4, Class B5, Class B6 and Class R (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 a pool of fixed,
conventional, first lien, residential mortgage loans (the "Mortgage Loans").
Only the Class 1A, Class 1A-IO, Class 1A-PO, Class 2A, Class 1B1, Class 1B2,
Class 2B1, Class 2B2 and Class B3 (the "Offered Certificates") are being sold
pursuant to the terms hereof.
Registration Statement: File Number 333-106925.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1A, Class 1A-IO, Class 1A-PO, Class 2A and Class R Certificates be rated
"AAA" by Fitch, Inc. ("Fitch") and "Aaa" by Xxxxx'x Investors Service, Inc.
("Moody's"); the Class 1B1 Certificates be rated "AA" by Fitch and Standard &
Poor's, a division of The XxXxxx-Xxxx Companies ("S&P" and together with Fitch
and Moody's, the "Rating Agencies"), and "Aa2" by Moody's; the Class 1B2
Certificates be rated "A" by Fitch and S&P, and "A2" by Moody's; and the Class
B3 Certificates be rated "BBB" by Fitch and S&P, 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
Cutoff 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: May 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about May 28, 2004. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
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: _________________________
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: _________________________
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
Schedule 1
----------
Initial Certificate
Principal or Notional Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
A1 $137,933,000 6.00% 100%
1A-IO $26,435,000(2) 1.00% 100%
1A-PO $4,239,312 0.00%(3) 100%
2A $26,365,000 Variable(4) 100%
1B1 $1,393,000 6.00% 100%
1B2 $1,173,000 6.00% 100%
2B1 $258,000 Variable(4) 100%
2B2 $218,000 Variable(4) 100%
B3 $956,000 Variable(5) 100%
R $100 6.00% 100%
----------
(1) These balances are approximate, as described in the prospectus
supplement.
(2) The Class 1A-IO 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 1A-PO Certificates will be principal-only certificates; they
will not be entitled to payments of interest.
(4) These Certificates will accrue interest based on the Net WAC of Pool 2,
as described in the Prospectus Supplement.
(5) These Certificates will accrue interest based on variable interest
rates, as described in the Prospectus Supplement.
