STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5
TERMS AGREEMENT
Dated: April 26, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of April 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 2004-5.
Terms of the Series 2004-5 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2004-5 Mortgage Pass-Through Certificates, Class 1-A, Class 2-A,
Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5, Class 3-A6, Class
3-AX, Class 3-PAX, Class 4-A, Class 4-AX, Class 5-A, Class 5-AX, Class B1, Class
B2, Class B3, Class B4, Class B5, Class B6, Class P-I, Class P-II 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, conventional, first lien,
residential mortgage loans (the "Mortgage Loans"). Only the Class 1-A, Class
2-A, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5, Class 3-A6,
Class 3-AX, Class 3-PAX, Class 4-A, Class 4-AX, Class 5-A, Class 5-AX, Class B1,
Class B2, Class B3 and Class R (the "Offered Certificates") are being sold
pursuant to the terms hereof.
Registration Statement: File Number 333-106295.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A, Class 2-A, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class
3-A5, Class 3-AX, Class 3-PAX, Class 4-A, Class 4-AX, Class 5-A, Class 5-AX 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. ("Xxxxx'x" and together with S&P, the "Rating Agencies"); the Class 3-A6
Certificates be rated "AAA" by S&P; the Class B1 Certificates be rated "AA" by
S&P; the Class B2 Certificates be rated "A" by S&P and the Class B3 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: April 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about April 30, 2004. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor 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: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By:
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Schedule 1
Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- --------- ------------- ----------
1-A $215,075,000 Adjustable(2) 100%
2-A $134,226,000 Adjustable(2) 100%
3-A1 $300,000,000 4.380%(3) 100%
3-A2 $125,000,000 4.900%(3) 100%
3-A3 $10,000,000 3.930%(3) 100%
3-A4 $25,000,000 4.200%(3) 100%
3-A5 $100,238,000 4.377%(3) 100%
3-A6 $7,500,000 4.380%(3) 100%
3-AX (4) 4.480%(4) 100%
3-PAX (4) 4.480%(4) 100%
4-A $99,980,000 4.626%(3) 100%
4-AX (4) 4.626%(4) 100%
5-A $110,980,000 5.000%(3) 100%
5-AX (4) 5.000%(4) 100%
B1 $48,225,000 Adjustable(2) 100%
B2 $10,856,000 Adjustable(2) 100%
B3 $6,030,000 Adjustable(2) 100%
R $100 Adjustable(2) 100%
----------
(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, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5 and Class
3-A6 Certificates will bear interest based on the interest rate specified
until the distribution date in March 2009, subject to adjustment as
described in the prospectus supplement. Beginning with the distribution
date in April 2009, the Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4,
Class 3-A5 and Class 3-A6 Certificates will bear interest at the Net WAC
for pool 3 as described in the prospectus supplement. The Class 4-A
Certificates will bear interest based on the interest rate specified above
until the distribution date in March 2011, subject to adjustment as
described in the prospectus supplement. Beginning with the distribution
date in April 2011, the Class 4-A Certificates will bear interest at the
Net WAC for pool 4, as described in the prospectus supplement. The Class
5-A Certificates will bear interest based on the interest rate specified
above until the distribution date in March 2014, subject to adjustment as
described in the prospectus supplement. Beginning with the distribution
date in April 2014, the Class 5-A Certificates will bear interest at the
Net WAC for pool 5, as described in the prospectus supplement.
(4) The Class 3-AX, Class 3-PAX, Class 4-AX and Class 5-AX 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 (the initial notional amounts of
these bonds will be $44,578,000, $25,818,943, $8,431,594 and $4,463,969,
respectively). With respect to any distribution date on or prior to March
2009, the amount of interest payable to each of the Class 3-AX and Class
3-PAX Certificates is subject to adjustment as described in the prospectus
supplement. After the distribution date in March 2009, the Class 3-AX and
Class 3-PAX Certificates will no longer be entitled to receive
distributions of any kind. After the distribution date in March 2011, the
Class 4-AX Certificates will no longer be entitled to receive distributions
of any kind. After the distribution date in March 2014, the Class 5-AX
Certificates will no longer be entitled to receive distributions of any
kind.
