EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-AA4
TERMS AGREEMENT
(to Underwriting Agreement,
dated September 27, 2004
between the Company and the Underwriter)
First Horizon Asset Securities Inc. New York, New York
4000 Horizon Way April 22, 2005
Irving, Texas 75063
Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated (the "Underwriter")
agrees, subject to the terms and provisions herein and of the captioned
Underwriting Agreement (the "Underwriting Agreement"), to purchase such Classes
of First Horizon Alternative Mortgage Securities Trust, Series 2005-AA4
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-AA4 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 2005-AA4 Certificates shall
evidence the entire beneficial ownership interest in two pools (the
"Mortgage Pools") of primarily 30-year adjustable rate, first lien, fully
amortizing, one- to four- family residential mortgage loans (the "Mortgage
Loans") having the following characteristics as of April 1, 2005 (the
"Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools: Approximately
$357,034,127 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 Pool I shall be 360 months. The original
term to maturity of each Mortgage Loan included in Pool II shall range
from 240 to 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
I-A-1 $ 113,458,000.00 Variable(1) 101.343750000%
I-A-R $ 100.00 Variable(1) 101.343750000%
II-A-1 $ 221,261,000.00 Variable(1) 101.324220000%
--------
(1) The interest rates for these classes of 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,
April 29, 2005 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of at least "AAA" from Standard and Poor's Ratings Services, a
division of The XxXxxx-Xxxx Companies, Inc. ("S&P") and Fitch Ratings in the
case of the Class I-A-1, Class I-A-R and Class II-A-1 Certificates.
Section 5. Tax Treatment: One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.
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,
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By:
-------------------------------------
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
FIRST HORIZON ASSET SECURITIES INC.
By:
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
FIRST HORIZON HOME LOAN CORPORATION
By:
-----------------------------------
Name: Xxxxx XxXxx
Title: Executive Vice President
