Exhibit 1.1
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-20
TERMS AGREEMENT
Dated: December 27, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of December 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 2004-20.
Terms of the Series 2004-20 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2004-20 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2,
Class 1-A3, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A, Class
5-A, Class B1, Class B1X, Class B2, Class B2X, Class B3, Class B3X, Class B4,
Class B4X, Class B5, Class B5X, Class B6, Class B7, B7X, Class B8, Class B8X,
Class B9, Class B10, Class B11, Class B12, Class P, Class CX 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 five pools of adjustable rate mortgage loans (the "Mortgage
Loans"). Only the Class 1-A1, Class 1-A2, Class 1-A3, Class 2-A1, Class 2-A2,
Class 3-A1, Class 3-A2, Class 4-A, Class 5-A, Class B1, Class B1X, Class B2,
Class B2X, Class B3, Class B3X, Class B4, Class B4X, Class B5, Class B5X, Class
B6, Class B7, Class B7X, Class B8, Class B8X, Class B9 and Class R Certificates
(the "Offered Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-115858.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A1, Class 1-A2, Class 1-A3, Class 2-A1, Class 2-A2, Class 3-A1, Class
3-A2, Class 4-A, Class 5-A and Class R Certificates be rated "AAA" by Standard &
Poor's, A division of The XxXxxx-Xxxx Companies, Inc. ("S & P"); the Class 1-A1,
Class 1-A2, Class 2-A1, Class 3-A1, Class 4-A, Class 5-A and Class R
Certificates be rated "Aaa" by Xxxxx'x Investors Service, Inc.("Moody's" and
together with S&P, the "Rating Agencies"); the Class B1 and Class B1X
Certificates be rated "AA+" by S&P and "Aa1" by Moody's; the Class B2 and Class
B2X Certificates be rated "AA+" by S&P and "Aa2" by Moody's; the Class B3 and
B3X Certificates be rated "AA" by S&P and "Aa3" by Moody's; the Class B4 and
Class B4X Certificates be rated "AA" by S & P; the Class B5 and Class B5X
Certificates be rated "AA-" by S&P and "A2" by Moody's; the Class B6
Certificates be rated "A" by S & P; the Class B7 and Class B7X Certificates be
rated "A-" by S&P and "Baa2" by Moody's; the Class B8 and Class B8X Certificates
be rated "BBB" by S&P and "Baa3" by Moody's; and the Class B9 Certificates be
rated "BBB" by S&P.
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: December 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about December 30, 2004. 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:
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Name: Xxxx Xxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By:
--------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Schedule 1
INITIAL
CERTIFICATE
PRINCIPAL CERTIFICATE
(OR NOTIONAL) INTEREST PURCHASE PRICE
CLASS AMOUNT(1) RATE PERCENTAGE
------- -------------- ---------------- --------------
1-A1 $ 267,874,000 Adjustable(2) 100%
1-A2 $ 100,000,000 Adjustable(2) 100%
1-A3 $ 8,275,000 Adjustable(2) 100%
2-A1 $ 205,983,000 Adjustable(2) 100%
2-A2 $ 8,424,000 Adjustable(2) 100%
3-A1 $ 169,174,000 Adjustable(2) 100%
3-A2 $ 5,451,000 Adjustable(2) 100%
4-A $ 59,020,000 Adjustable(2) 100%
5-A $ 36,491,000 Adjustable(2) 100%
B1 $ 10,652,000 Adjustable(4)(5) 100%
B1X $ 10,652,000(3) Adjustable(2)(3) 100%
B2 $ 9,726,000 Adjustable(4)(5) 100%
B2X $ 9,726,000(3) Adjustable(2)(3) 100%
B3 $ 6,019,000 Adjustable(4)(5) 100%
B3X $ 6,019,000(3) Adjustable(2)(3) 100%
B4 $ 7,872,000 Adjustable(4)(5) 100%
B4X $ 7,872,000(3) Adjustable(2)(3) 100%
B5 $ 1,850,000 Adjustable(4)(5) 100%
B5X $ 1,850,000(3) Adjustable(2)(3) 100%
B6 $ 9,261,000 Adjustable(4)(5) 100%
B7 $ 2,313,000 Adjustable(4)(5) 100%
B7X $ 2,313,000(3) Adjustable(2)(3) 100%
B8 $ 2,776,000 Adjustable(4)(5) 100%
B8X $ 2,776,000(3) Adjustable(2)(3) 100%
B9 $ 1,387,000 Adjustable(4)(5) 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 B1X, Class B2X, Class B3X, Class B4X, Class B5X, Class B7X and
Class B8X 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.
(4) The Class B1, Class B2, Class B3, Class B4, Class B5, Class B7 and Class
B8 Certificates will accrue interest with respect to each distribution
date at a per annum rate equal to LIBOR plus 0.52%, LIBOR plus 0.55%,
LIBOR plus 0.58%, LIBOR plus 0.70%, LIBOR plus 0.95%, LIBOR plus 1.70%,
and LIBOR plus 2.25%, respectively, subject to the applicable available
funds cap as described in the prospectus supplement. The Class B1, Class
B4, Class B5 and Class B8 Certificates will have the benefit of an
interest rate cap agreement beginning with the distribution date in
January 2005 through the distribution date in December 2009 that is
intended to partially mitigate the
interest rate risk that could result from the difference between the
interest rates on such certificates and the applicable available funds
cap, as described in the prospectus supplement. The Class B2 and Class
B3 Certificates will each have the benefit of an interest rate cap
agreement beginning with the distribution date in January 2005 through
the distribution date in November 2009 that is intended to partially
mitigate the interest rate risk that could result from the difference
between the interest rates on such certificates and the applicable
available funds cap, as described in the prospectus supplement. The
Class B7 Certificates will each have the benefit of an interest rate cap
agreement beginning with the distribution date in January 2005 through
the distribution date in November 2011 that is intended to partially
mitigate the interest rate risk that could result from the difference
between the interest rates on such certificates and the applicable
available funds cap, as described in the prospectus supplement.
(5) The trustee, on behalf of the trust fund, will enter into seven interest
rate cap agreements for the benefit of the Class B1, Class B2, Class B3,
Class B4, Class B5, Class B7, Class B8 and Class CX Certificates.
