EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2004-FL1
TERMS AGREEMENT
(to Underwriting Agreement,
dated November 20, 2003
between the Company and the Underwriter)
First Horizon Asset Securities Inc. Memphis, Tennessee
0000 Xxxxxxx Xxx December 23, 2004
Irving, Texas 75063
First Tennessee Bank National Association (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
2004-FL1 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 2004-FL1 Certificates are registered with the
Securities and Exchange Commission by means of an effective Registration
Statement (No. 333-119657). Capitalized terms used and not defined herein have
the meanings given them in the Underwriting Agreement.
Section 1. The Mortgage Pools: The Series 2004-FL1 Certificates shall
evidence the entire beneficial ownership interest in three pools (the "Mortgage
Pools") of conventional, adjustable rate, fully amortizing, one- to four-family
residential mortgage loans (the "Mortgage Loans") having the following
characteristics as of December 1, 2004 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools: Approximately
$150,217,043 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 Term to Maturity: The original term to maturity of each
Mortgage Loan included in Pool I shall be between 355 and 360 months. The
original term to maturity of each Mortgage Loan included in Pool II shall be
between 353 and 360 months. The original term to maturity of each Mortgage Loan
included in Pool III shall be between 356 and 360 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%:
Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- -------- ---- ----------------
Class I-A-1 $ 55,976,000 Variable(1) 99.700000%
Class II-A-1 $ 73,033,000 Variable(1) 99.700000%
Class II-A-R $ 100 Variable(1) 99.700000%
Class III-A-1 $ 12,870,000 Variable(1) 99.700000%
B-1 $ 3,005,000 Variable(1) 99.700000%
B-2 $ 1,953,000 Variable(1) 99.700000%
B-3 $ 1,427,000 Variable(1) 91.700000%
--------
(1) The interest rates for the Offered Certificates are variable and will
be calculated as described in the Prospectus Supplement.
(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,
December 29, 2004 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of (i) at least "AAA" from Fitch Ratings ("Fitch"), and "Aaa"
from Xxxxx'x Investors Service, Inc. ("Moody's) in the case of the Class I-A-1,
Class II-A-1, Class II-AR and Class II-A-1 Certificates, (ii) at least "Aa2"
from Moody's in the case of the Class B-1 Certificates, (iii) at least "A2" from
Moody's, in the case of the Class B-2 Certificates and (iv) at least "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.
128432 FHASI 2004-FL1
FTN Underwriting Terms Agreement
2
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,
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By:
-----------------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.
FIRST HORIZON ASSET SECURITIES INC.
By:
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Name: Xxxxxx Xxxxx
Title: Vice President
FIRST HORIZON HOME LOAN CORPORATION
By:
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Name: Xxxxx XxXxx
Title: Senior Vice President
128432 FHASI 2004-FL1
FTN Underwriting Terms Agreement
