Exhibit 1.1
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
Mortgage Pass-Through Certificates
TERMS AGREEMENT
Dated: as of October 28, 1998
To: STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
f/k/a Bear Xxxxxxx Mortgage Securities Inc.
Re: Underwriting Agreement dated June 25, 1996
Underwriter: Bear, Xxxxxxx & Co. Inc.
Series Designation: Series 1998-9
Designation Schedule of the Certificates: Class 1-P, Class 1-A-1, Class 1-A-2,
Class 1-A-3, Class 1-X, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 2-A-1,
Class 2-A-2, Class 2-A-3, Class 2-B-1, Class 2-B-2, Class 2-B-3, Class X, Class
PO, Class R-1, Class R-2, and Class R-3 Certificates
TERMS OF THE CERTIFICATES TO BE PURCHASED BY THE UNDERWRITER:
DESIGNATION Initial Principal Pass-Through Rate
Amount
Class 1-P Certificates $78,275 (1)
Class 1-A-1 Certificates $167,900,000 6.250%
Class 1-A-2 Certificates $4,916,350 6.250%
Class 1-A-3 Certificates $19,878,450 6.250%
Class 1-B-1 Certificates $3,379,300 6.250%
Class 1-B-2 Certificates $994,000 6.250%
Class 1-B-3 Certificates $496,900 6.250%
Class 1-X Certificates (2) (2)
Class 2-A-1 Certificates $21,000,000 6.125%
Class 2-A-2 Certificates $275,493,200 6.125%
Class 2-A-3 Certificates $1,105,000 6.125%
Class 2-B-1 Certificates $3,049,800 6.125%
Class 2-B-2 Certificates $1,524,900 6.125%
Class 2-B-3 Certificates $762,500 6.125%
Class PO Certificates $569,087 (3)
Class X Certificates (4) (4)
Class R-1 Certificates $50 6.250%
Class R-2 Certificates $100 6.125%
Class R-3 Certificates $50 6.250%
------------------
(1) The Class 1-P Certificates are principal only certificates and will
not bear interest. The Current Principal Amount of the Class 1-P
Certificates initially will be the amount shown above and is composed
of a strip of principal from the Discount Mortgage Loans in Mortgage
Loan Sub-Group 1A.
(2) The Class 1-X Certificates will have a Notional Amount equal to the
aggregate Scheduled Principal Balances of the Non-Discount Mortgage
Loans in Mortgage Loan Sub-Group 1A and will bear interest on their
Notional Amount at a variable Pass-Through Rate equal to the weighted
average of the excess of (a) the Net Rate on each such Non-Discount
Mortgage Loan over (b) 6.250% per annum. For the Class 1-X
Certificates, the initial Notional Amount will be $87,293,616 and the
Pass-Through Rate for the initial Interest Accrual Period is
0.386242787% per annum.
(3) The Class PO Certificates are principal only certificates and will not
bear interest. The Current Principal Amount of the Class PO
Certificates initially will be the amount shown above and is composed
of Component 1-PO with an initial current Principal Amount of $47,725
and Component 2-PO with an initial Current Principal Amount of
$521,362, equal to strips of principal from the Discount Mortgage
Loans in Mortgage Loan Sub-Group 1B and Mortgage Loan Group 2,
respectively.
(4) The Class X Certificates will have a Notional Amount equal to the sum
of the aggregate Scheduled Principal Balances of the Non-Discount
Mortgage Loans in Mortgage Loan Sub-Group 1B and Mortgage Loan
Sub-Group 2C. They will bear interest on their Notional Amount at a
variable Pass-Through Rate equal to the weighted average of the
pass-through rates borne by Component 1B-X and Component 2C-X,
weighted based upon the respective Notional Amounts of such
Components. Component 1B-X will bear interest on its Notional Amount
(initially $104,804,339) at a rate equal to the weighted average of
the excess of (i) the Net Rates of the Non-Discount Sub-Group 1B
Mortgage Loans over (ii) 6.25% per annum and Component 2C-X will bear
interest on its Notional Amount (initially $4,027,537) at a rate equal
to the weighted average of the excess of (i) the Net Rates of the
Non-Discount Sub-Group 2C Mortgage Loans over (ii) 6.125% per annum.
For the Class X Certificates, the initial Notional Amount will be
$108,831,876 and the Pass-Through Rate for the initial Interest
Accrual Period is 0.524359728% per annum.
The original principal amount of one or more Classes of Certificates
may be increased or decreased by SAMI by up to 10%, depending upon the Mortgage
Loans actually acquired by SAMI and delivered to the Trustee. In addition, the
original principal amount of any Class of Certificates may be adjusted, as
necessary, to obtain the required ratings on the Certificates from the Rating
Agencies. Accordingly, any investor's commitments with respect to the
Certificates may be correspondingly decreased or increased.
The Certificates purchased by the Underwriter will be offered from time to time
by the Underwriter in negotiated transactions at varying prices to be determined
at the time of sale.
DEFINED TERMS: Terms not otherwise defined herein shall have the meanings given
to such terms in the Pooling and Servicing Agreement dated as of October 1,
1998, among Structured Asset Mortgage Investments Inc., as seller, Cendant
Mortgage Corporation and NationsBanc Mortgage Corporation, as master servicers,
and Norwest Bank Minnesota, National Association, as trustee.
FORM OF CERTIFICATES BEING PURCHASED BY THE UNDERWRITER: Book Entry except for
the Class 1-P, Class 1-X, Class R-1, Class R-2 and Class R-3 Certificates which
will be in certificated, fully registered form.
DISTRIBUTION DATES: The 25th day of each month or, if such 25th day is not a
business day, the next succeeding business day commencing in November, 1998.
CERTIFICATE RATING FOR THE CERTIFICATES BEING PURCHASED BY THE UNDERWRITERS:
Rating
CLASS S&P DCR
Class 1-P AAAr AAA
Class 1-A-1 AAA AAA
Class 1-A-2 AAA AAA
Class 1-A-3 AAA AAA
Class 1-X AAAr AAA
Class 1-B-1 -- AA
Class 1-B-2 -- A
Class 1-B-3 -- BBB
Class 2-A-1 AAA AAA
Class 2-A-2 AAA AAA
Class 2-A-3 AAA AAA
Class 2-B-1 AA --
Class 2-B-2 A --
Class 2-B-3 BBB --
Class X AAAr AAA
Class PO AAAr AAA
Class R-1 AAA AAA
Class R-2 AAA AAA
Class R-3 AAA AAA
MORTGAGE ASSETS: The Mortgage Loans to be included in the Trust Fund are as
described in Annex A hereto.
PURCHASE PRICE: The aggregate purchase price payable by the Underwriter for the
Certificates covered by this Agreement will be $496,785,028 (plus $2,562,795 in
accrued interest).
CREDIT ENHANCEMENT: None other than the subordination described in the related
Prospectus Supplement.
CLOSING DATE: October 30, 1998, 9:00 a.m., New York time.
Each Underwriter will indemnify and hold harmless any other Underwriter and each
person, if any, who controls such Underwriter within the meaning of either the
Securities Act of 1933, as amended (the "1933 Act") or the Securities Exchange
Act of 1934 (the "1934 Act") (collectively, the "Non-Indemnifying Underwriter")
from and against any and all losses, claims, damages, expenses (including
reasonable attorney's fees) or liabilities ("Liabilities"), joint or several, to
which any Non-Indemnifying Underwriter becomes subject under the 1933 Act, the
1934 Act or other federal or state statute, law or regulation, common law or
otherwise, insofar as such Liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement of a material fact contained in any
computational or other written materials mailed or otherwise transmitted by such
indemnifying Underwriter in connection with the Certificates or in any revision
or amendment thereof or supplement thereto and agrees to reimburse such Non-
Indemnifying Underwriter for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such Liability or action.
This indemnity agreement will be in addition to any liability that any
Underwriter may otherwise have.
The undersigned, as the Underwriter, agrees, subject to the terms and provisions
of the above-referenced Underwriting Agreement, which is incorporated herein in
its entirety and made a part hereof, to purchase the respective principal
amounts of the Classes of the above-referenced Series of Certificates as set
forth herein.
BEAR, XXXXXXX & CO. INC.
By: /S/ XXXX XXXXXXXXX
-----------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
By: /S/ XXXX XXXXXXXX
------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
ANNEX A
Mortgage Loan Schedule
SEE EXHIBIT B OF THE POOLING AND SERVICING AGREEMENT