Exhibit 1.1
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-4
TERMS AGREEMENT
Dated: February 25, 2005
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of February 1, 2005 (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 2005-4.
Terms of the Series 2005-4 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2005-4 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2,
Class 2-A, Class 3-A1, Class 3-A2, Class 3-AX, Class 3-PAX, Class 4-A, Class
5-A, Class 6-A1, Class 6-A2, Class 6-A3, Class 6-AX1, Class 6-AX2, Class B1-I,
Class B2-I, Class B3-I, Class B4-I, Class B5-I, Class B6-I, Class B7-I, Class
B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II, Class B6-II, Class
B7-II, Class B8-II, Class BX-II, Class P-I, Class P-II, Class P-III 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 six pools of adjustable rate, conventional, first lien,
residential mortgage loans (the "Mortgage Loans"). The Class 1-A1, Class 1-A2,
Class 2-A, Class 3-A1, Class 3-A2, Class 3-AX, Class 3-PAX, Class 4-A, Class
5-A, Class 6-A1, Class 6-A2, Class 6-A3, Class 6-AX1, Class 6-AX2, Class B1-I,
Class B2-I, Class B3-I, Class B4-I, Class B1-II, Class B2-II, Class B3-II, Class
B4-II, Class B5-II, Class BX-II and Class R Certificates (the "Offered
Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-120575.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A1, Class 2-A, Class 3-A1, Class 3-AX, Class 3-PAX, Class 4-A, Class
5-A, Class 6-A1, Class 6-A2, Class 6-AX1, Class 6-AX2 and Class R Certificates
be rated "AAA" by Standard & Poor's, A division of The XxXxxx-Xxxx Companies,
Inc. ("S&P"), and "Aaa" by Xxxxx'x Investors Service, Inc. ("Moody's" and
together with S&P, the "Rating Agencies"); the Class 1-A2, Class 3-A2 and Class
6-A3 Certificates be rated "AAA" by S&P; the Class B1-I Certificates be rated
"AA-" by S&P; the Class B2-I Certificates be rated "A-" by S&P; the Class B3-I
Certificates be rated "BBB" by S&P and "Baa2" by Moody's; the Class B4-I
Certificates be rated "BBB-" by S&P and "Baa3" by Moody's; the Class B1-II
Certificates be rated "AA+" by S&P and "Aa2" by Moody's; the Class B2-II
Certificates be rated "AA" by S&P and "Aa3" by S&P; the Class B3-II Certificates
be rated "A+" by S&P and "A3" by Moody's; the Class B4-II Certificates be rated
"A-" by S&P and "Baa2" by Moody's; the Class B5-II Certificates be rated "BBB"
by S&P; and the Class BX-II Certificates be rated "A-" by 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: February 1, 2005.
Closing Date: 10:00 A.M., New York time, on or about February 28, 2005. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefore for the account of the Underwriter.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
2
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: Xxxx Xxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By: _____________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Schedule 1
Initial
Certificate
Principal or
Notional Certificate Interest Purchase Price
Class Amount(1) Rate Percentage
--------------------------------------------------------------------------------
1-A1 $224,367,000 Adjustable(2) 100%
1-A2 $8,102,000 Adjustable(2) 100%
2-A $168,698,000 Adjustable(2) 100%
3-A1 $185,241,000 Adjustable(3) 100%
3-A2 $14,455,000 Adjustable(3) 100%
3-AX $6,932,730 Adjustable(4) 100%
3-PAX $7,086,778 Adjustable(4) 100%
4-A $98,825,000 Adjustable(2) 100%
5-A $43,550,000 Adjustable(2) 100%
6-A1 $45,000,000 Adjustable(2) 100%
6-A2 $71,800,000 Adjustable(2) 100%
6-A3 $5,783,000 Adjustable(2) 100%
6-AX1 $122,583,000 Adjustable(4)(5) 100%
6-AX2 $122,583,000 Adjustable(4)(6) 100%
B1-I $25,901,000 Adjustable(2) 100%
B2-I $9,561,000 Adjustable(2) 100%
B3-I $3,185,000 Adjustable(2) 100%
B4 -I $2,388,000 Adjustable(2) 100%
B1-II $2,980,000 Adjustable(2) 100%
B2-II $860,000 Adjustable(2) 100%
B3-II $2,052,000 Adjustable(2) 100%
B4-II $1,059,000 Adjustable(2) 100%
B5-II $794,000 Adjustable(2) 100%
BX-II $6,951,000 Adjustable(2)(4) 100%
R $100 Adjustable(2) 100%
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(1) These balances are approximate, as described in the prospectus supplement.
(2) These certificates will accrue interest based on adjustable interest
rates, as described in the prospectus supplement.
(3) The Class 3-A1 and Class 3-A2 Certificates will bear interest based on the
interest rate specified above through the distribution date in November
2009, subject to adjustment, as described in the prospectus supplement.
Beginning with the distribution date in December 2009 and for each
distribution date thereafter, the Class 3-A1 and Class 3-A2 Certificates
will bear interest at the Net WAC for pool 3 as described in the
prospectus supplement.
(4) The Class 3-AX, Class 3-PAX, Class 6-AX1, Class 6-AX2 and Class BX-II
Certificates will be interest-only certificates; they will not be entitled
to payments of principal and will accrue interest on their respective
notional amounts, as described in the prospectus supplement. After the
distribution date in November 2009, the Class 3-AX and Class 3-PAX
Certificates will no longer be entitled to receive distributions of any
kind. The Class BX-II Certificates will be entitled to the interest
accrued on each of its four components, as described in the prospectus
supplement.
(5) The Class 6-AX1 Certificates are interest-only certificates that will bear
interest at the greater of (i) 0.00% per annum and (ii) (x) the Pool 6 Net
WAC minus (y) LIBOR plus 0.25% per annum for such distribution date based
on a notional amount, as described in the prospectus supplement; provided,
however, that solely for the first Distribution Date, clause (y) above
shall be substituted with the sum of (1) 0.01% per annum and (2) the
product of (A) LIBOR plus 0.24% per annum and (B) a fraction, the
numerator of which is the actual number of days in the initial Accrual
Period for Class 6-A1, Class 6-A2 and Class 6-A3 Certificates and the
denominator of which is 30. The Class 6-AX1 Certificates will not be
entitled to payments of principal.
(6) The Class 6-AX2 Certificates are interest-only certificates that will bear
interest at the lesser of (i) 0.01% per annum and (ii) the greater of (a)
0.00% per annum and (b) the difference between (x) the Pool 6 Net WAC and
(y) the lesser of LIBOR plus 0.24% and the Pool 6 Net WAC. The Class 6-AX2
Certificates will not be entitled to payment of principal.
