Execution Copy
STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,
LEHMAN BROTHERS HOLDINGS INC., as Seller,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer,
THE MURRAYHILL COMPANY, as Loss Mitigation Advisor,
FIRST UNION NATIONAL BANK, as Trustee
and
FEDERAL HOME LOAN MORTGAGE CORPORATION, as Guarantor
-----------------------
AMORTIZING RESIDENTIAL COLLATERAL TRUST 2000-BC3
AMENDMENT NO. 1
Dated as of December 1, 2000
Amendment No. 1 to
Trust Agreement
dated as of August 1, 2000
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<PAGE>
THIS AMENDMENT NO. 1 to Trust Agreement is dated and effective as of
December 1, 2000 ("Amendment No. 1"), among STRUCTURED ASSET SECURITIES
CORPORATION, in its capacity as depositor (the "Depositor"), LEHMAN BROTHERS
HOLDINGS INC., as seller (the "Seller"), WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as master servicer (the "Master Servicer"), THE MURRAYHILL
COMPANY, as loss mitigation advisor (the "Loss Mitigation Advisor"), FIRST
UNION NATIONAL BANK, a national banking association, in its capacity as
trustee (the "Trustee") and the FEDERAL HOME LOAN MORTGAGE CORPORATION, as
guarantor (the "Guarantor").
WITNESSETH THAT:
WHEREAS, the Depositor, the Seller, the Master Servicer, the Loss
Mitigation Advisor, the Trustee and the Guarantor have heretofore executed and
delivered a Trust Agreement dated as of August 1, 2000 (the "Agreement"), in
connection with the issuance of the Amortizing Residential Collateral Trust
Mortgage Pass-Through Certificates, Series 2000-BC3 (the "Certificates");
WHEREAS, Section 11.03(a) of the Agreement provides that the Agreement
may be amended from time to time by the Depositor, the Seller, the Master
Servicer, the Loss Mitigation Advisor, the Trustee and the Guarantor "..without
notice to or the consent of any of the Holders ... to make any ...provisions
with respect to matters or questions arising under th[e]
Agreement";
WHEREAS, each Rating Agency has delivered to the Trustee a letter to the
effect that this Amendment No. 1 will not cause such the related Rating Agency
to reduce its then current ratings assigned to the Certificates as provided in
Section 11.03(a) of the Agreement; and
WHEREAS, the Trustee has received an Opinion of Counsel as provided in
Section 11.03(a) of the Agreement;
WHEREAS, the Depositor and the Trustee now desire to amend the Agreement
in order to modify the Preliminary Statement and the provisions of Sections
1.01, 3.01, 5.02, 5.07 and 9.34 thereof;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Certificateholders, as follows:
ARTICLE I
AMENDMENT OF THE AGREEMENT
Section 1.01. References to Class P and Class X Certificates. References in
the Agreement to the Class P Certificate and the Class X Certificate include
the plural as well as the singular where applicable.
Section 1.02. Amendment of the Preliminary Statement of the Agreement.
(a) The references to footnote (10) relating to the Class P and Class X
Certificates in the column entitled "Minimum Denominations" in the second
table in the Preliminary Statement are hereby deleted and replaced with "25%"
in each case.
(b) Footnote (10) in the second table in the Preliminary Statement is
hereby deleted in its entirety and replaced with the following:
(10) The Class R Certificate will be issued as a single Certificate
evidencing the entire Percentage Interest in such Class.
Section 1.03. Amendment of Section 1.01. A new definition of "Class X
Certificateholder or Holder of the Class X Certificate" is hereby added to
Section 1.01 and shall read as follows:
Class X Certificateholder or Holder of the Class X Certificate:
The Holder or Holders of Class X Certificates representing 100% of the
Percentage Interests thereof. To the extent this Agreement provides that
any action may be taken by the Class X Certificateholder or Holder of the
Class X Certificate, such action may be taken only by all Holders of
Class X Certificates.
Section 1.04. Amendment of Section 3.01. Subsection (a) of Section 3.01
is hereby deleted in its entirety and replaced with the following:
(a) The Certificates shall be issuable in registered form only and
shall be securities governed by Article 8 of the New York Uniform
Commercial Code. The Certificates will be evidenced by one or more
certificates, beneficial ownership of which will be held in the dollar
denominations in the Certificate Principal Amount, or in the Percentage
Interests, specified herein. Each Class of Book-Entry Certificates will
be issued in the minimum denominations in the Certificate Principal
Amount specified in the Preliminary Statement hereto and in integral
multiples of $1 in excess thereof. The Class P and Class X Certificates
shall be issued in definitive, fully-registered form in the minimum
denominations in Percentage Interests specified in the Preliminary
Statement hereto and integral multiples of 5% in excess thereof. The
Class A1 Certificate and the Class R Certificate shall each be issued as
a single Certificate and maintained in definitive, fully registered form
in a denomination equal to 100% of the Class Principal Amount or
Percentage Interest of such Class. The Certificates may be issued in the
form of typewritten certificates.
Section 1.05. Amendment of Section 5.02(e). (a) The following new
paragraph is added as Section 5.02(e)(i):
(i) for each Distribution Date occurring prior to the Distribution
Date in March 2001, until the aggregate Certificate Principal Amount
equals the Aggregate Loan Balance for such Distribution Date,
(1) concurrently, in proportion to their respective Class
Principal Amounts after giving effect to previous principal
distributions on such Distribution Date pursuant to Section
5.02(d)(i), to the Class A1 Certificates and to the Class A2
Certificates, until the respective Class Principal Amount of
each such Class has been reduced to zero;
(2) to the Class M1 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;
(3) to the Class M2 Certificates, until the Class
Principal Amount of such Class has been reduced to zero; and
(4) to the Class B Certificates, until the Class Principal
Amount of such Class has been reduced to zero;
(b) Paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix),
(x) and (xi) of Section 5.02(e) are hereby amended to be designated paragraphs
(ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) and (xii),
respectively.
Section 1.06. Amendment of Section 5.07. (a) The reference to Section
5.02(e)(iii) in paragraph (b) of Section 5.07 is hereby amended to refer to
Section 5.02(e)(iv); and
(b) The references to Section 5.02(e)(x) in paragraphs (c) and (d) of
Section 5.07 are hereby amended to refer to Section 5.02(e)(xi).
Section 1.07. Amendment of Section 9.34. The reference to Section
5.02(e)(ix) in paragraph (b) of Section 9.34 is hereby amended to refer to
Section 5.02(e)(x).
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01. Capitalized Terms. For all purposes of this Amendment No.
1, except as otherwise stated herein, terms used in capitalized form in this
Amendment No. 1 and defined in the Agreement have the meanings specified in
the Agreement.
Section 2.02. Continuing Effect. Except as expressly amended by this
Amendment No. 1, the Agreement shall remain in full force and effect in
accordance with its terms.
Section 2.03. References to Agreement. From and after the execution and
delivery of this Amendment No. 1, all references to the Agreement in the
Agreement, any Certificate or any other document executed or delivered in
connection therewith shall be deemed a reference to the Agreement as amended
hereby, unless the context expressly requires otherwise.
Section 2.04. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Amendment No. 1 shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Amendment No. 1 and shall in no way
affect the validity or enforceability of the other provisions of this
Amendment No. 1 or of the Certificates or the rights of the Holders thereof.
Section 2.05. Counterparts. This Amendment No. 1 may be executed in one
or more counterparts, each of which shall be deemed to be an original, and all
of which together, shall constitute one and the same instrument.
Section 2.06. Binding Nature of Amendment No. 1; Assignment. This
Amendment No. 1 shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
Section 2.07. Headings Not To Affect Interpretation. The headings
contained in this Amendment No. 1 are for convenience of reference only, and
they shall not be used in the interpretation hereof.
Section 2.08. Effectiveness. This Amendment No. 1 shall become effective
as of the date first written above.
Section 2.09. Governing Law. THIS AMENDMENT NO. 1 SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
* * * * *
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Seller, the Loss Mitigation
Advisor, the Master Servicer, the Trustee and the Guarantor have caused their
names to be signed hereto by their respective officers hereunto duly
authorized as of the day and year first above written.
STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor
By: /s/ Ellen V. Kiernan
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Name: Ellen V. Kiernan
Title: Vice President
LEHMAN BROTHERS HOLDINGS INC.,
as Seller
By: /s/ Stanley Labanowski
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Name: Stanley Labanowski
Title: Authorized Signatory
THE MURRAYHILL COMPANY,
as Loss Mitigation Advisor
By: /s/ Margaret Sue Ellis
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Name: Margaret Sue Ellis
Title: President
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer
By: /s/ Amy Doyle
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Name: Amy Doyle
Title: Assistant Vice President
FIRST UNION NATIONAL BANK,
as Trustee
By: /s/ Stephanie J. Purdy
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Name: Stephanie J. Purdy
Title: Trust Officer
FEDERAL HOME LOAN MORTGAGE
CORPORATION, as Guarantor
By: /s/ Mike L. Dawson
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Name: Mike L. Dawson
Title: Directory Securities Marketing and
Investment
