EXECUTION COPY
163614 FHAMS 2005-FA8
Terms to Underwriting Agreement
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-FA8
TERMS AGREEMENT
(to Underwriting Agreement,
dated August 23, 2005
between the Company and the Underwriter)
First Horizon Asset Securities Inc. New York, New York
4000 Horizon Way September 28, 2005
Irving, Texas 75063
Credit Suisse First Boston LLC (the "Underwriter") agrees, subject to the
terms and provisions herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase such Classes of Series 2005-FA8
Certificates specified in Section 2(a) hereof (the "Offered Certificates"). This
letter supplements and modifies the Underwriting Agreement solely as it relates
to the purchase and sale of the Offered Certificates described below. The Series
2005-FA8 Certificates are registered with the Securities and Exchange Commission
by means of an effective Registration Statement (No. 333-125158). Capitalized
terms used and not defined herein have the meanings given them in the
Underwriting Agreement.
Section 1. The Mortgage Pools: The Series 2005-FA8 Certificates shall
evidence the entire beneficial ownership interest in two pools (the "Mortgage
Pools") of fixed rate, first lien, fully amortizing, one- to four-family
residential mortgage loans (the "Mortgage Loans") having the following
characteristics as of September 1, 2005 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools: Approximately
$543,820,127 aggregate principal balance as of the Cut-off Date, subject
to an upward or downward variance of up to 5%, the precise aggregate
principal balance to be determined by the Company.
(b) Original Terms to Maturity: The original term to maturity of
each Mortgage Loan included in Mortgage Pool I shall be between 240 and
360 months. The original term to maturity of each Mortgage Loan in Pool II
shall be between 180 months.
Section 2. The Certificates: The Offered Certificates shall be issued
as follows:
(a) Classes: The Offered Certificates shall be issued with the
following Class designations, interest rates and principal balances,
subject in the aggregate to the variance referred to in Section 1(a) and,
as to any particular Class, to an upward or downward variance of up to 5%:
Class Purchase
Class Principal Interest Rate Price Percentage
Balance
Class I-A-1 $100,000,000.00 5.5000% 99.920443230%
Class I-A-2 $4,705,000.00 5.5000% 99.920443230%
Class I-A-3 $34,834,000.00 5.5000% 99.920443230%
Class I-A-4 $43,346,000.00 5.5000% 99.920443230%
Class I-A-5 $8,000,000.00 5.1250% 99.920443230%
Class I-A-6 $73,692,000.00 4.3500%(1) 99.920443230%
Class I-A-7 (2) 1.1150%(1) --
Class I-A-8 $6,350,000.00 5.5000% 99.920443230%
Class I-A-9 $6,894,000.00 5.5000% 99.920443230%
Class I-A-10 $6,654,100.00 5.5000% 99.920443230%
Class I-A-11 $20,000,000.00 4.4800%(1) 99.920443230%
Class I-A-12 $5,000,000.00 5.5000% 99.920443230%
Class I-A-13 (2) 1.0200%(1) --
Class I-A-14 $96,047,000.00 5.5000% 99.920443230%
Class I-A-15 $4,770,000.00 5.5000% 99.920443230%
Class I-A-16 $1,000,000.00 5.5000% 99.920443230%
Class I-A-17 $2,630,000.00 5.5000% 99.920443230%
Class I-A-18 $53,841,000.00 5.5000% 99.920443230%
Class I-A-19 $5,775,000.00 5.5000% 99.920443230%
Class I-A-20 $26,545,845.00 5.5000% 99.920443230%
Class I-A-21 $547,155.00 6.0000% 99.920443230%
Class I-A-22 (2) 6.0000% --
Class I-A-R $100.00 5.5000% 99.920443230%
Class II-A-1 $17,198,000.00 5.0000% 99.578125000%
Class B-1 $10,876,000.00 5.4830%(1) 98.267500000%
Class B-2 $4,351,000.00 5.4830%(1) 96.837500000%
Class B-3 $2,719,000.00 5.4830%(1) 92.555000000%
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(1) The interest rates for these classes of Certificates are variable and will
be calculated as described in the Prospectus Supplement.
(2) The Class I-A-7, Class I-A-13 and Class I-A-22 Certificates are notional
amount certificates and will accrue interest during each interest accrual
period on a notional amount. The initial notional amount of the Class
I-A-7, Class I-A-13 and Class I-A-22 Certificates will be $73,692,000,
$20,000,000 and $454,403, respectively.
(b) The Offered Certificates shall have such other characteristics
as described in the related Prospectus.
Section 3. Purchase Price: The Purchase Price for each Class of the
Offered Certificates shall be the Class Purchase Price Percentage therefor (as
set forth in Section 2(a) above) of the initial Class Certificate Principal
Balance thereof plus accrued interest at the per annum initial interest rate
applicable thereto from and including the Cut-off Date up to, but not including,
September 30, 2005 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of (i) at least "AAA" from Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc. ("S&P") and "Aaa" from Xxxxx'x Investors Service,
Inc. ("Moody's), in the case of the senior certificates; (ii) at least "AA" from
S&P, in the case of the Class B-1 Certificates, (iii) at least "A" from S&P and
"A2" from Moody's, in the case of Class B-2 Certificates; and (iv) at least
"BBB" from S&P and "Baa2" from Moody's, in the case of the Class B-3
Certificates.
Section 5. Tax Treatment: One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Underwriter and the Company.
Very truly yours,
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ Xxxxx X. Xxxx
--------------------------------------
Name: Xxxxx X. Xxxx
Title: Director
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
FIRST HORIZON ASSET SECURITIES INC.
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
FIRST HORIZON HOME LOAN CORPORATION
By: /s/ Xxxxx XxXxx
--------------------------------
Name: Xxxxx XxXxx
Title: Executive Vice President
