FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-AA5 TERMS AGREEMENT (to Underwriting Agreement, dated December 20, 2001 between the Company and the Underwriter)
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2005-AA5
(to
Underwriting Agreement,
dated
December 20, 2001
between
the Company and the Underwriter)
|
New
York, New York | |
|
4000
Horizon Way |
May
23,
2005 |
|
Irving,
Texas 75063 |
Citigroup
Global Markets Inc. (formerly known as Xxxxxxx Xxxxx Xxxxxx Inc.) (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-AA5 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-AA5 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-AA5 Certificates shall evidence the entire beneficial ownership
interest in two pools (the “Mortgage Pools”) of primarily 30-year adjustable
rate, fully amortizing, one- to four-family residential mortgage loans (the
“Mortgage Loans”) having the following characteristics as of May 1, 2005 (the
“Cut-off Date”):
(a) Aggregate
Principal Amount of the Mortgage Pools:
Approximately $440,023,247 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 and Pool II
shall be 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%:
|
Class
|
Principal
Balance
|
|
|
Interest
Rate
|
|
|
Class
Purchase
Price
Percentage
|
|||
I-A-1
|
$
|
81,005,000.00
|
Variable(1)
|
|
101.164062500
|
%
| ||||
I-A-2
|
$
|
3,600,000.00
|
Variable(1)
|
|
101.164062500
|
%
| ||||
I-A-R
|
$
|
100.00
|
Variable(1)
|
|
101.164062500
|
%
| ||||
II-A-1
|
$
|
315,016,000.00
|
Variable(1)
|
|
101.171875000
|
%
| ||||
II-A-2
|
$
|
14,000,000.00
|
Variable(1)
|
|
101.171875000
|
%
|
| (1) |
The
pass-through rates on each class of Certificates listed above for each
distribution date will be 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, May 27, 2005 (the “Closing
Date”).
Section
4. Required
Ratings: The
Offered Certificates shall have received Required Ratings of (i) at least “AAA”
from Standard and Poor’s Ratings Services, 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 Class I-A-1, Class I-A-R and Class II-A-1
Certificates and (ii) at least “AAA” from S&P and “Aa1” from Moody’s in the
case of the Class I-A-2 and Class II-A-2 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, | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| |
|
|
| Date: | By: | |
|
Name:
| ||
| Title: | ||
The
foregoing Agreement is
xxxxxx
confirmed and accepted
as of the
date first above written.
By:
______________________________
Name:
Xxxxxx Xxxxx
Title:
Vice President
FIRST
HORIZON HOME LOAN CORPORATION
By:
______________________________
Name:
Xxxxx XxXxx
Title:
Executive Vice President
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