EX-1 3 ex1_1.txt EXHIBIT 1-1 STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-5A TERMS AGREEMENT Dated: March 25, 2002 To: Structured Asset Securities Corporation, as Depositor under the Trust Agreement dated as of March 1, 2002 (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 2002-5A. Terms of the Series 2002-5A Certificates: Structured Asset Securities Corporation, Series 2002-5A Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A, Class 4-A, Class 5-A, Class 6-A, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6 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-A4, Class 1-A5, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A, Class 4-A, Class 5-A, Class 6-A, Class B1, Class B2, Class B3 and Class R Certificates (the "Offered Certificates") are being sold pursuant to the terms hereof. Registration Statement: File Number 333-82904. 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-A4, Class 1-A5, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A, Class 4-A, Class 5-A and Class 6-A be rated "AAA" by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P") and Fitch Ratings ("Fitch"), and "Aaa" by Moody's Investors Service, Inc., ("Moody's" and together with S&P and Fitch, the "Rating Agencies"); the Class R Certificate be rated "AAA" by S&P and Fitch; the Class B1 Certificates be rated "AA" by S&P and Fitch; the Class B2 Certificates be rated "A" by S&P and Fitch; and the Class B3 Certificates be rated "BBB" by S&P and Fitch. Terms of Sale of Offered Certificates: The Depositor agrees to sell to Lehman Brothers Inc., (the "Underwriter") and the Underwriter agrees to purchase froth 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: March 1, 2002. Closing Date: 10:00 A.M., New York time, on or about March 28, 2002. 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. LEHMAN BROTHERS INC. By:__________________________________ Name: Stanley P. Labanowski Title: Senior Vice President Accepted: STRUCTURED ASSET SECURITIES CORPORATION By:_____________________________ Name: Stanley P. Labanowski Title: Senior Vice President 3 Schedule 1 ---------- Initial Certificate Principal Certificate Purchase Price Class Amount(1) Interest Rate Percentage ----- ------------------- -------------- ------------- 1-A1 $165,000,000 6.44%(2) 100% 1-A2 25,000,000 5.35%(2) 100% 1-A3 194,218,000 5.33%(2) 100% 1-A4 6,188,000 6.44%(2) 100% 1-A5 (3) 5.00%(3)) 100% 2-A1 160,613,000 6.31%(2) 100% 2-A2 4,016,000 6.31%(2) 100% 2-A3 (3) 5.00%(3) 100% 3-A 52,632,000 Adjustable(4) 100% 4-A 170,009,000 Adjustable(4) 100% 5-A 115,871,000 Adjustable(4) 100% 6-A 48,234,000 Adjustable(4) 100% B1 20,213,000 Adjustable(4) 100% B2 9,860,000 Adjustable(4) 100% B3 5,422,000 Adjustable(4) 100% R 100 Adjustable(4) 100% ---------------- (1) These balances are approximate, as described in the prospectus supplement. (2) The Class 1-A1, Class 1-A2, Class 1-A3 and Class 1-A4 Certificates will accrue interest based on the interest rates specified above until the end of the accrual period in April 2006, subject to a maximum rate equal to the Net WAC for pool 1. Beginning with the accrual period in September 2006, the Class 1-A1, Class 1-A2, Class 1-A3 and Class 1-A4 Certificates will accrue interest at the Net WAC for pool 1, as described in the prospectus supplement. The Class 2-A1 and Class 2-A2 Certificates will accrue interest based on the interest rates specified above until the end of the accrual period in December 2005, subject to a maximum rate equal to the Net WAC for pool 2. Beginning with the Accrual Period in January 2006, the Class 2-A1 and Class 2-A2 Certificates will accrue interest at the Net WAC for pool 2, as described in the prospectus supplement.. (3) The Class 1-A5 and Class 2-A3 Certificates will be interest-only certificates; they will not be entitled to payments of principal and will accrue interest on a notional amount, as described in the prospectus supplement (the initial notional amounts of these bonds will be $48,991,427.00, and $1,360,056.00, respectively). After the Distribution Dates in September 2006 and January 2006, the Class 1-A5 and Class 2-A3 Certificates, respectively, will no longer be entitled to receive distributions of any kind.. (4) These Certificates will accrue interest based on adjustable interest rates, as described in the prospectus supplement.