Terms Agreement for Sale of Series 2004-6 Mortgage Pass-Through Certificates between Structured Asset Securities Corporation and Lehman Brothers Inc.

Summary

This agreement is between Structured Asset Securities Corporation (the Depositor) and Lehman Brothers Inc. (the Underwriter) for the sale and purchase of Series 2004-6 Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates. The Depositor agrees to sell, and the Underwriter agrees to buy, specified classes of certificates backed by pools of adjustable rate residential mortgage loans. The agreement sets out the purchase price, interest rates, ratings requirements, and delivery terms, with closing scheduled for May 28, 2004.

EX-1.1 2 ex1-1.txt EXHIBIT 1.1 STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-6 TERMS AGREEMENT Dated: May 26, 2004 To: Structured Asset Securities Corporation, as Depositor under the Trust Agreement dated as of May 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 2004-6. Terms of the Series 2004-6 Certificates: Structured Adjustable Rate Mortgage Loan, Series 2004-6 Mortgage Pass-Through Certificates, Class 1-A, Class 2-A, Class 3-A1, Class 3-A2, Class 3-A3, Class 4-A1, Class 4-A2, Class 5-A1, Class 5-A2, Class 5-A3, Class 5-A4, Class 5-A5, Class 5-A6, Class 6-A, Class B1, Class B1-X, Class B2, Class B2-X, Class B3, Class B4, Class B5, Class B6, 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 six 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 4-A1, Class 4-A2, Class 5-A1, Class 5-A2, Class 5-A3, Class 5-A4, Class 5-A5, Class 5-A6, Class 6-A, Class B1, Class B1-X, Class B2, Class B2-X, 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 4-A1, Class 5-A1, Class 5-A2, Class 5-A3, Class 5-A4, Class 5-A5, Class 6-A and Class R Certificates be rated "AAA" by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"), and "Aaa" by Moody's Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies"); the Class 3-A3, Class 4-A2 and Class 5-A6 be rated "AAA" by S&P; the Class B1 and Class B1-X Certificates be rated "AA" by S&P; the Class B2 and Class B2-X 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 Lehman 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: May 1, 2004. Closing Date: 10:00 A.M., New York time, on or about May 28, 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] 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. LEHMAN BROTHERS INC. By: ___________________________ Name: Stanley P. Labanowski Title: Senior Vice President Accepted: STRUCTURED ASSET SECURITIES CORPORATION By: _____________________________ Name: Michael C. Hitzmann Title: Vice President Schedule 1 Initial Certificate Principal Certificate Purchase Price Class Amount(1) Interest Rate Percentage ----- --------- ------------- ---------- 1-A $285,873,000 Adjustable(2) 100% 2-A $158,709,000 Adjustable(2) 100% 3-A1 $400,000,000 Adjustable(2) 100% 3-A2 $211,914,000 Adjustable(2) 100% 3-A3 $5,434,000 Adjustable(2) 100% 4-A1 $138,494,000 Adjustable(2) 100% 4-A2 $3,551,000 Adjustable(2) 100% 5-A1 $75,312,000 Adjustable(2) 100% 5-A2 $49,414,000 Adjustable(2) 100% 5-A3 $21,628,000 Adjustable(2) 100% 5-A4 $29,166,000 Adjustable(2) 100% 5-A5 $17,810,000 Adjustable(2) 100% 5-A6 $1,196,000 Adjustable(2) 100% 6-A $112,219,000 Adjustable(2) 100% B1 $67,859,000 Adjustable(3) 100% B1-X $67,859,000 Adjustable(2)(4) 100% B2 $12,923,000 Adjustable(3) 100% B2-X $12,923,000 Adjustable(2)(4) 100% B3 $8,076,000 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 B1 and the Class B2 Certificates will accrue interest with respect to each distribution date at a per annum rate equal to LIBOR plus 0.65% and LIBOR plus 1.00%, respectively, subject to the LIBOR available funds cap as described in the prospectus supplement. The Class B1 and Class B2 Certificates will each have the benefit of an interest rate cap agreement through the distribution date April 2014 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 LIBOR available funds cap, as described in the prospectus supplement. (4) The Class B1-X and Class B2-X 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.