STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-1
TERMS AGREEMENT
Dated: January 28, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of January 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 2004-1.
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Terms of the Series 2004-1 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2004-1 Mortgage Pass-Through Certificates, Class 1-A, Class 2-A,
Class 2-AX, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-AX, Class 4-A-1, Class
4-A2, Class 4-A3, Class 4-A4, Class 4-A5, Class 4-AX, Class 4-PAX, Class 5-A,
Class 5-AX, Class 6-A, Class 6-AX, Class B1-I, Class B1X-I, Class B2-I, Class
B2X-I, Class B1-II, Class B1X-II, Class B2-II, Class B3, Class B4, Class B5,
Class B6, Class P-I, Class P-II, Class P-III, 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 six pools of adjustable rate, conventional, first lien,
residential mortgage loans (the "Mortgage Loans"). Only the Class 1-A, Class
2-A, Class 2-AX, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-AX, Class 4-A-1,
Class 4-A2, Class 4-A3, Class 4-A4, Class 4-A5, Class 4-AX, Class 4-PAX, Class
5-A, Class 5-AX, Class 6-A, Class 6-AX, Class B1-I, Class B1X-I, Class B2-I,
Class B2X-I, Class B1-II, Class B1X-II, Class B2-II, Class B3 and Class R (the
"Offered Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-106295.
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Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A, Class 2-A, Class 2-AX, Class 3-A1, Class 3-A2, Class 3-A3, Class
3-AX, Class 4-A-1, Class 4-A2, Class 4-A3, Class 4-A4, Class 4-AX, Class 4-PAX,
Class 5-A, Class 5-AX, Class 6-A, Class 6-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 4-A5 Certificates be rated "AAA" by
S&P; the Class B1-I, Class B1X-I, Class B1-II and Class B1X-II Certificates be
rated "AA" by S&P; the Class B2-I, Class B2X-I and Class B2-II 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: January 1, 2004.
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Closing Date: 10:00 A.M., New York time, on or about January 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]
Terms Agreement
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 $216,071,000 Adjustable(2) 100%
2-A $24,345,000 Adjustable(2) 100%
2-AX (3) Adjustable(2)(3) 100%
3-A1 $40,000,000 Adjustable(2) 100%
3-A2 $110,160,000 4.130%(4) 100%
3-A3 $50,000,000 4.655%(4) 100%
3-AX (3) 4.290%(3) 100%
4-A1 $100,000,000 4.180%(4) 100%
4-A2 $150,000,000 4.580%(4) 100%
4-A3 $100,000,000 4.170%(4) 100%
4-A4 $138,779,000 4.130%(4) 100%
4-A5 $2,500,000 4.500%(4) 100%
4-AX (3) 4.290%(3) 100%
4-PAX (3) 4.290%(3) 100%
5-A $99,466,000 3.880%(4) 100%
5-AX (3) 3.880%(3) 100%
6-A $71,083,000 4.530%(4) 100%
6-AX (3) 4.530%(3) 100%
B1-I $7,858,000 Adjustable(2) 100%
B1X-I (3) Adjustable(2)(3) 100%
B2-I $3,349,000 Adjustable(2) 100%
B2X-I (3) Adjustable(2)(3) 100%
B1-II $34,109,000 Adjustable(2)(5) 100%
B1X-II (3) Adjustable(2)(3) 100%
B2-II $8,756,000 Adjustable(2) 100%
B3 $5,415,000 Adjustable(2) 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 2-AX, Class 3-AX, Class 4-AX, Class 4-PAX, Class 5-AX, Class
6-AX, Class B1X-I, Class B2X-I and Class B1X-II 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. With respect to any distribution date on or prior to
November 2008, the amount of interest payable to each of the Class 4-AX and
Class 4-PAX Certificates is subject to adjustment as described in the
prospectus supplement. After the distribution date in November 2006, the
Class 3-AX Certificates will no longer be entitled to receive distributions
of any kind. After the distribution date in November 2008, the Class 4-AX,
Class 4-PAX and Class 5-AX Certificates will no longer be entitled to
receive distributions of any kind. After the distribution date in October
2010, the the Class 6-AX Certificates will no longer be entitled to receive
distributions of any kind. After the distribution date in July 2008, the
Class B1X-II Certificates will no longer be entitled to receive
distributions of any kind.
(4) The Class 3-A2 and Class 3-A3 Certificates will bear interest based on the
interest rate specified above until the distribution date in November 2006,
subject to adjustment as described in the prospectus supplement. Beginning
with the distribution date in December 2006, the Class 3-A2 and Class 3-A3
Certificates will bear interest at the Net WAC for pool 3 as described in
the prospectus supplement. The Class 4-A1, Class 4-A2, Class 4-A3, Class
4-A4 and Class 4-A5 Certificates will bear interest based on the interest
rate specified until the distribution date in November 2008, subject to
adjustment as described in the prospectus supplement. Beginning with the
distribution date in December 2008, the Class 4-A1, Class 4-A2, Class 4-A3,
Class 4-A4 and Class 4-A5 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 November 2008, subject to adjustment as
described in the prospectus supplement. Beginning with the distribution
date in December 2008, the Class 5-A Certificates will bear interest at the
Net WAC for pool 5, as described in the prospectus supplement. The Class
6-A Certificates will bear interest based on the interest rate specified
above until the distribution date in October 2010, subject to adjustment as
described in the prospectus supplement. Beginning with the distribution
date in November 2010, the Class 6-A Certificates will bear interest at the
Net WAC for pool 6 as described in the prospectus supplement.
(5) The trustee, on behalf of the trust, will enter into an interest rate cap
agreement for the benefit of the Class B1-II Certificates.
