EXHIBIT 1.1
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-24A
TERMS AGREEMENT
Dated: July 25, 2003
To: Structured Asset Securities Corporation, as Depositor under
the Trust Agreement dated as of July 1, 2003 (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 2003-24A.
Terms of the Series 2003-24A Certificates: Structured Asset Securities
Corporation, Series 2003-24A Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 1-A3, Class 1-PAX, Class 2-A, Class 2-AX, Class 3-A1, Class
3-A2, Class 3-AX, Class 4-A, Class 4-AX, Class 4-PAX, Class 5-A, Class B1, Class
B2, Class B3, Class B4, Class B5, Class B6, Class P-I, Class P-II, Class P-III
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-A1, Class 1-A2, Class 1-A3, Class 1-PAX, Class 2-A, Class 2-AX, Class 3-A1,
Class 3-A2, Class 3-AX, Class 4-A, Class 4-AX, Class 4-PAX, Class 5-A, Class B1,
Class B2, Class B3 and Class R (the "Offered Certificates") are being sold
pursuant to the terms hereof.
Registration Statement: File Number 333-102489.
Certificate Ratings: It is a condition of Closing that at the Closing Date
the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-PAX, Class 2-A, Class 2-AX,
Class 3-A1, Class 3-A2, Class 3-AX, Class 4-A, Class 4-AX, Class 4-PAX, Class
5-A 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., ("Moody's" and together with S&P, the "Rating Agencies"); 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: July 1, 2003.
Closing Date: 10:00 A.M., New York time, on or about July 30, 2003. 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 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
Class Initial Certificate Certificate Purchase Price
----- Principal Interest Rate Percentage
Amount(1) ------------- --------------
-------------------
1-A1 $ 15,000,000 4.60%(2) 100%
1-A2 $ 30,000,000 3.87%(2) 100%
1-A3 $ 103,008,000 5.00%(2) 100%
1-PAX (3) 4.50%(3) 100%
2-A $ 144,336,000 3.97%(4) 100%
2-AX (3) 3.97%(3) 100%
3-A1 $ 96,705,000 4.06%(4) 100%
3-A2 $ 96,705,000 3.815%(4) 100%
3-AX (3) 4.00%(3) 100%
4-A $ 75,270,000 4.31%(4) 100%
4-AX (3) 4.31%(3) 100%
4-PAX (3) 4.31%(3) 100%
5-A $ 29,069,000 Adjustable(2) 100%
B1 $ 19,536,000 Adjustable(2) 100%
B2 $ 4,959,000 Adjustable(2) 100%
B3 $ 3,720,000 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 1-PAX, Class 2-AX, Class 3-AX, Class 4-AX and Class 4-PAX
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 $13,643,509,
$41,981,446, $56,711,796, $7,262,746 and $11,383,183, respectively).
With respect to any Distribution Date on or prior to April 2010, 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 May 2008, the Class 1-PAX
Certificates will no longer be entitled to receive distributions of any
kind. After the Distribution Date in May 2008, the Class 2-AX
Certificates will no longer be entitled to receive distributions of any
kind. After the Distribution Date in May 2008, the Class 3-AX
Certificates will no longer be entitled to receive distributions of any
kind. After the Distribution Date in April 2010, the Class 4-AX and
Class 4-PAX Certificates will no longer be entitled to receive
distributions of any kind.
(4) The Class 1-A1, Class 1-A2 and Class 1-A3 Certificates will accrue
interest based on the interest rate specified above until the end of
the accrual period in April 2008, subject to adjustment as described in
the prospectus supplement. Beginning with the accrual period in May
2008, the Class 1-A1, Class 1-A2 and Class 1-A3 Certificates will
accrue interest at the Net WAC for pool 1, as described in the
prospectus supplement. The Class 2-A Certificates will accrue interest
based on the interest rate specified above until the end of the accrual
period in April 2008, subject to adjustment as described in the
prospectus supplement. Beginning with the accrual period in May 2008,
the Class 2-A Certificates will accrue interest at the Net WAC for pool
2, as described in the prospectus supplement. The Class 3-A1 and Class
3-A2 Certificates will accrue interest based on the interest rate
specified above until the end of the accrual period in April 2008,
subject to a maximum rate equal to the Net WAC for pool 3. Beginning
with the accrual period in May 2008, the Class 3-A1 and Class 3-A2
Certificates will accrue interest at the Net WAC for pool 3, as
described in the prospectus supplement. The Class 4-A Certificates will
accrue interest based on the interest rate specified above until the
end of the accrual period in March 2010, subject to adjustment as
described in the prospectus supplement. Beginning with the accrual
period in April 2010, the Class 4-A Certificates will accrue interest
at the Net WAC for pool 4, as described in the prospectus supplement.
