Exhibit 99.1
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,
AURORA LOAN SERVICES INC., as Master Servicer,
and
THE CHASE MANHATTAN BANK, as Trustee
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STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-5
AMENDMENT NO. 1
Dated as of May 1, 2001
Amendment No. 1 to
Trust Agreement
dated as of October 1, 2000
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THIS AMENDMENT NO. 1 to Trust Agreement is dated as of May 1, 2001
("Amendment No. 1"), among STRUCTURED ASSET SECURITIES CORPORATION, in its
capacity as depositor (the "Depositor"), AURORA LOAN SERVICES INC., as master
servicer (the "Master Servicer") and THE CHASE MANHATTAN BANK, a New York
banking corporation, in its capacity as trustee (the "Trustee").
WITNESSETH THAT:
WHEREAS, the Depositor, the Master Servicer and the Trustee have
heretofore executed and delivered a Trust Agreement dated as of October 1, 2000
(the "Agreement"), in connection with the issuance of the Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 2000-5 (the
"Certificates");
WHEREAS, Section 11.03(a) of the Agreement provides that the Agreement
may be amended from time to time by the Depositor, the Master Servicer and the
Trustee " . .without notice to or the consent of any of the Holders . . . to
make any . . . provisions with respect to matters or questions arising under
th[e] Agreement";
WHEREAS, the Trustee has received an Opinion of Counsel as provided in
Section 11.03(a) of the Agreement;
WHEREAS, the Depositor and the Trustee now desire to amend the Agreement
in order to allow for the sale of the Class B4, Class B5 and Class B6
Certificates in offshore transactions in reliance on Regulation S under the
Securities Act of 1933, as amended;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Certificateholders, as follows:
ARTICLE I
AMENDMENT OF THE AGREEMENT
Section 1.01. Amendment of Definitions.
(a) The following definitions are hereby added to Article I of the
Agreement:
Clearstream: Clearstream Banking, societe anonyme, and any
successor thereto.
Euroclear: Xxxxxx Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System.
Global Securities: The global certificates representing the
Book-Entry Certificates.
Regulation S: Regulation S promulgated under the Act or any
successor provision thereto, in each case as the same may be amended
from time to time; and all references to any rule, section or subsection
of, or definition or term contained in, Regulation S means such rule,
section, subsection, definition or term, as the case may be, or any
successor thereto, in each case as the same may be amended from time to
time.
Regulation S Global Security: The meaning specified in Section
3.01(c).
Restricted Global Security: The meaning specified in Section
3.01(c).
(b) The definition of "Restricted Certificate" is hereby deleted
in its entirety and replaced with the following:
Restricted Certificate: Any Class B4, Class B5 or Class B6
Certificate, but excluding any Regulation S Global Security.
Section 1.02. Amendment of Section 3.01. The following is hereby added
as Section 3.01(c) of the Agreement:
(c) The Class B4, Class B5 or Class B6 Certificates offered and
sold in reliance on the exemption from registration under Rule 144A
shall be issued initially in the form of one or more permanent global
Certificates in definitive, fully registered form without interest
coupons with the applicable legends set forth in Exhibit A added to the
forms of such Certificates (each, a "Restricted Global Security"), which
shall be deposited on behalf of the subscribers for such Certificates
represented thereby with the Trustee, as custodian for DTC and
registered in the name of a nominee of DTC, duly executed and
authenticated by the Trustee as hereinafter provided. The aggregate
principal amounts of the Restricted Global Securities may from time to
time be increased or decreased by adjustments made on the records of the
Trustee or DTC or its nominee, as the case may be, as hereinafter
provided.
The Class B4, Class B5 or Class B6 Certificates sold in offshore
transactions in reliance on Regulation S shall be issued initially in
the form of one or more permanent global Certificates in definitive,
fully registered form without interest coupons with the applicable
legends set forth in Exhibit A hereto added to the forms of such
Certificates (each, a "Regulation S Global Security"), which shall be
deposited on behalf of the subscribers for such Certificates represented
thereby with the Trustee, as custodian for DTC and registered in the
name of a nominee of DTC, duly executed and authenticated by the Trustee
as hereinafter provided. The aggregate principal amounts of the
Regulation S Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee or DTC or
its nominee, as the case may be, as hereinafter provided.
Section 1.03. Amendment of Section 3.03. Section 3.03 of the Agreement
is hereby amended as follows:
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(a) Section 3.03(c) of the Agreement is hereby deleted in its entirety
and replaced with the following:
(c) By acceptance of a Restricted Certificate or a Regulation S
Global Security, whether upon original issuance or subsequent transfer,
each Holder of such a Certificate acknowledges the restrictions on the
transfer of such Certificate set forth thereon and agrees that it will
transfer such a Certificate only as provided herein. In addition, each
Holder of a Regulation S Global Security shall be deemed to have
represented and warranted to the Trustee, the Certificate Registrar and
any of their respective successors that: (i) such Person is not a U.S.
person within the meaning of Regulation S and was, at the time the buy
order was originated, outside the United States and (ii) such Person
understands that such Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act"), and that (x) until the
expiration of the 40-day distribution compliance period (within the
meaning of Regulation S), no offer, sale, pledge or other transfer of
such Certificates or any interest therein shall be made in the United
States or to or for the account or benefit of a U.S. person (each as
defined in Regulation S), (y) if in the future it decides to offer,
resell, pledge or otherwise transfer such Certificates, such
Certificates may be offered, resold, pledged or otherwise transferred
only (A) to a person which the seller reasonably believes is a
"qualified institutional buyer" (a "QIB") as defined in Rule 144A under
the Act, that is purchasing such Certificates for its own account or for
the account of a qualified institutional buyer to which notice is given
that the transfer is being made in reliance on Rule 144A or (B) in an
offshore transaction (as defined in Regulation S) in compliance with the
provisions of Regulation S, in each case in compliance with the
requirements of this Agreement; and it will notify such transferee of
the transfer restrictions specified in this Section.
The following restrictions shall apply with respect to the
transfer and registration of transfer of a Restricted Certificate to a
transferee that takes delivery in the form of a Definitive Certificate:
(i) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is (x) to
the Depositor or the Placement Agent, an affiliate (as
defined in Rule 405 under the Act) of the Depositor or the
Placement Agent or (y) being made to a QIB by a transferor
that has provided the Trustee with a certificate in the form
of Exhibit F hereto; and
(ii) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is being
made to an "accredited investor" under Rule 501(a)(1), (2),
(3) or (7) under the Act by a transferor who furnishes to
the Trustee a letter of the transferee substantially in the
form of Exhibit G hereto.
(b) The following is hereby added as Section 3.03(h) of the
Agreement:
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(h) Notwithstanding any provision to the contrary herein, so long
as a Global Security representing either of the Class B4, Class B5 or
Class B6 Certificates remains outstanding and is held by or on behalf of
DTC, transfers of a Global Security representing any such Certificates,
in whole or in part, shall only be made in accordance with Section 3.01
and this Section 3.03(h).
(A) Subject to clauses (B) and (C) of this Section 3.03(h),
transfers of a Global Security representing either of the Class
B4, Class B5 or Class B6 Certificates shall be limited to
transfers of such Global Security, in whole or in part, to
nominees of DTC or to a successor of DTC or such successor's
nominee.
(B) Restricted Global Security to Regulation S Global Security.
If a holder of a beneficial interest in a Restricted Global
Security deposited with or on behalf of DTC wishes at any time to
exchange its interest in such Restricted Global Security for an
interest in a Regulation S Global Security, or to transfer its
interest in such Restricted Global Security to a Person who
wishes to take delivery thereof in the form of an interest in a
Regulation S Global Security, such holder, provided such holder
is not a U.S. person, may, subject to the rules and procedures of
DTC, exchange or cause the exchange of such interest for an
equivalent beneficial interest in the Regulation S Global
Security. Upon receipt by the Trustee, as Certificate Registrar,
of (I) instructions from DTC directing the Trustee, as
Certificate Registrar, to be credited a beneficial interest in a
Regulation S Global Security in an amount equal to the beneficial
interest in such Restricted Global Security to be exchanged but
not less than the minimum denomination applicable to such
holder's Certificates held through a Regulation S Global
Security, (II) a written order given in accordance with DTC's
procedures containing information regarding the participant
account of DTC and, in the case of a transfer pursuant to and in
accordance with Regulation S, the Euroclear or Clearstream
account to be credited with such increase and (III) a certificate
in the form of Exhibit L-1 hereto given by the holder of such
beneficial interest stating that the exchange or transfer of such
interest has been made in compliance with the transfer
restrictions applicable to the Global Securities, including that
the holder is not a U.S. person, and pursuant to and in
accordance with Regulation S, the Trustee, as Certificate
Registrar, shall reduce the principal amount of the Restricted
Global Security and increase the principal amount of the
Regulation S Global Security by the aggregate principal amount of
the beneficial interest in the Restricted Global Security to be
exchanged, and shall instruct Euroclear or Clearstream, as
applicable, concurrently with such reduction, to credit or cause
to be credited to the account of the Person specified in such
instructions a beneficial interest in the Regulation S Global
Security equal to the reduction in the principal amount of the
Restricted Global Security.
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(C) Regulation S Global Security to Restricted Global Security.
If a holder of a beneficial interest in a Regulation S Global
Security deposited with or on behalf of DTC wishes at any time to
transfer its interest in such Regulation S Global Security to a
Person who wishes to take delivery thereof in the form of an
interest in a Restricted Global Security, such holder may,
subject to the rules and procedures DTC, exchange or cause the
exchange of such interest for an equivalent beneficial interest
in a Restricted Global Security. Upon receipt by the Trustee, as
Certificate Registrar, of (I) instructions from DTC directing the
Trustee, as Certificate Registrar, to cause to be credited a
beneficial interest in a Restricted Global Security in an amount
equal to the beneficial interest in such Regulation S Global
Security to be exchanged but not less than the minimum
denomination applicable to such holder's Certificates held
through a Restricted Global Security, to be exchanged, such
instructions to contain information regarding the participant
account with DTC to be credited with such increase, and (II) a
certificate in the form of Exhibit L-2 hereto given by the holder
of such beneficial interest and stating, among other things, that
the Person transferring such interest in such Regulation S Global
Security reasonably believes that the Person acquiring such
interest in a Restricted Global Security is a QIB, is obtaining
such beneficial interest in a transaction meeting the
requirements of Rule 144A and in accordance with any applicable
securities laws of any State of the United States or any other
jurisdiction, then the Trustee, as Certificate Registrar, will
reduce the principal amount of the Regulation S Global Security
and increase the principal amount of the Restricted Global
Security by the aggregate principal amount of the beneficial
interest in the Regulation S Global Security to be transferred
and the Trustee, as Certificate Registrar, shall instruct DTC,
concurrently with such reduction, to credit or cause to be
credited to the account of the Person specified in such
instructions a beneficial interest in the Restricted Global
Security equal to the reduction in the principal amount of the
Regulation S Global Security.
(D) Other Exchanges. In the event that a Global Security is
exchanged for Certificates in definitive registered form without
interest coupons, pursuant to Section 3.09(c) hereof, such
Certificates may be exchanged for one another only in accordance
with such procedures as are substantially consistent with the
provisions above (including certification requirements intended
to insure that such transfers comply with Rule 144A, comply with
Rule 501(a)(1), (2), (3) or (7) or are to non-U.S. persons in
compliance with Regulation S under the Act, as the case may be),
and as may be from time to time adopted by the Trustee.
(E) Restrictions on U.S. Transfers. Transfers of interests in the
Regulation S Global Security to U.S. persons (as defined in
Regulation S) shall be limited to transfers made pursuant to the
provisions of Section 3.03(h)(C).
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Section 1.04. Amendment of Exhibits. Exhibit A-1 hereto is hereby added
as Exhibit L-1 to the Agreement, and Exhibit A-2 hereto is hereby added as
Exhibit L-2 to the Agreement.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01. Capitalized Terms. For all purposes of this Amendment No.
1, except as otherwise stated herein, terms used in capitalized form in this
Amendment No. 1 and defined in the Agreement have the meanings specified in the
Agreement.
Section 2.02. Continuing Effect. Except as expressly amended by this
Amendment No. 1, the Agreement shall remain in full force and effect in
accordance with its terms.
Section 2.03. References to Agreement. From and after the execution and
delivery of this Amendment No. 1, all references to the Agreement in the
Agreement, any Certificate or any other document executed or delivered in
connection therewith shall be deemed a reference to the Agreement as amended
hereby, unless the context expressly requires otherwise.
Section 2.04. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Amendment No. 1 shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Amendment No. 1 and shall in no way affect the
validity or enforceability of the other provisions of this Amendment No. 1 or of
the Certificates or the rights of the Holders thereof.
Section 2.05. Counterparts. This Amendment No. 1 may be executed in one
or more counterparts, each of which shall be deemed to be an original, and all
of which together, shall constitute one and the same instrument.
Section 2.06. Binding Nature of Amendment No. 1; Assignment. This
Amendment No. 1 shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
Section 2.07. Headings Not To Affect Interpretation. The headings
contained in this Amendment No. 1 are for convenience of reference only, and
they shall not be used in the interpretation hereof.
Section 2.08. Effectiveness. This Amendment No. 1 shall become effective
as of the date first written above.
Section 2.09. Governing Law. THIS AMENDMENT NO. 1 SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
* * * * *
6
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
hereunto duly authorized as of the day and year first above written.
STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor
By:______________________________________
Name:
Title:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:______________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Trustee
By:______________________________________
Name:
Title:
EXHIBIT A-1
A-1-1
EXHIBIT L-1
FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY
TO REGULATION S GLOBAL SECURITY
(Transfers pursuant to ss.3.03(h)(B)
of the Agreement)
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Re: Structured Asset Securities Corporation Mortgage Loan Trust Mortgage
Pass-Through Certificates, Series 2000-5
Reference is hereby made to the Trust Agreement (the "Agreement") among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
Inc., as Master Servicer and The Chase Manhattan Bank, as Trustee, dated as of
October 1, 2000. Capitalized terms used but not defined herein shall have the
meanings given to them in the Agreement.
This letter relates to U.S. $________________ aggregate principal
amount of Securities which are held in the form of a Restricted Global Security
with DTC in the name of [name of transferor] ________________ (the "Transferor")
to effect the transfer of the Securities in exchange for an equivalent
beneficial interest in a Regulation S Global Security.
In connection with such request, the Transferor does hereby certify that
such transfer has been effected in accordance with the transfer restrictions set
forth in the Agreement and the Securities and in accordance with Rule 904 of
Regulation S, and that:
a. the offer of the Securities was not made to a person in the
United States;
b. at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person acting
on its behalf reasonably believed that the transferee was outside
the United States;
c. no directed selling efforts have been made in contravention of
the requirements of Rule 903 or 904 of Regulation S, as
applicable;
d. the transaction is not part of a plan or scheme to evade the
registration requirements of the United States Securities Act of
1933, as amended; and
e. the transferee is not a U.S. person (as defined in Regulation
S).
You are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.
A-1-2
------------------------------------
[Name of Transferor]
By:
---------------------------------
Name:
Title:
Date: ,
----------------------- ------
X-0-0
XXXXXXX X-0
A-2-1
EXHIBIT L-2
FORM OF TRANSFER CERTIFICATE FOR TRANSFER
FROM REGULATION S GLOBAL SECURITY
TO RESTRICTED GLOBAL SECURITY
(Transfers pursuant to ss.3.03(h)(C)
of the Agreement)
------------------------------------------
Re: Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2000-5
Reference is hereby made to the Trust Agreement (the "Agreement") among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
Inc., as Master Servicer and The Chase Manhattan Bank, as Trustee, dated as of
October 1, 2000. Capitalized terms used but not defined herein shall have the
meanings given to them in the Agreement.
This letter relates to U.S. $ _____________ aggregate principal amount
of Securities which are held in the form of a Regulations S Global Security in
the name of [name of transferor] ____________ (the "Transferor") to effect the
transfer of the Securities in exchange for an equivalent beneficial interest in
a Restricted Global Security.
In connection with such request, and in respect of such Securities, the
Transferor does hereby certify that such Securities are being transferred in
accordance with (i) the transfer restrictions set forth in the Agreement and the
Securities and (ii) Rule 144A under the United States Securities Act of 1933, as
amended, to a transferee that the Transferor reasonably believes is purchasing
the Securities for its own account or an account with respect to which the
transferee exercises sole investment discretion, the transferee and any such
account is a qualified institutional buyer within the meaning of Rule 144A, in a
transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States or any other
jurisdiction.
------------------------------------
[Name of Transferor]
By:
---------------------------------
Name:
Title:
Date: ,
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A-2-2
