EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2004-AR6
TERMS AGREEMENT
(to Underwriting Agreement,
dated September 25, 2003
between the Company and the Underwriter)
First Horizon Asset Securities Inc. New York, New York
0000 Xxxxxxx Xxx October 25, 2004
Irving, Texas 75063
Xxxxxxx, Xxxxx & Co. (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-AR6 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-AR6
Certificates are registered with the Securities and Exchange Commission by means
of an effective Registration Statement (No. 333-110100). Capitalized terms used
and not defined herein have the meanings given them in the Underwriting
Agreement.
Section 1. The Mortgage Pool: The Series 2004-AR6 Certificates shall
evidence the entire beneficial ownership interest in four 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 October 1, 2004 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools: Approximately
$232,357,977 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, Pool II, Pool III and Pool IV 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%:
Principal Interest Class Purchase
Class Balance Rate Price Percentage
------ --------------------- ---------- ----------------
I-A-1 $ 39,504,000.00 Variable(1) 101.00%
I-A-2 $ 39,504,000.00(2) Variable(1) 0.70%
II-A-1 $ 122,352,000.00 Variable(1) 101.00%
II-A-2 $ 122,352,000.00(2) Variable(1) 0.56%
II-A-R $ 100.00 Variable(1) 1.00%
III-A-1 $ 24,086,000.00 Variable(1) 101.00%
III-A-2 $ 24,086,000.00(2) Variable(1) 0.61%
IV-A-1 $ 37,818,000.00 Variable(1) 102.12%
B-1 $ 4,183,000.00 Variable(1) 101.60%
B-2 $ 1,858,000.00 Variable(1) 100.39%
B-3 $ 813,000.00 Variable(1) 97.77%
----------
(1) The interest rates for these classes of Certificates are variable and will
be calculated as described in the Prospectus Supplement.
(2) Indicates the notional amount of such interest only class.
(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,
October 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 at least
"Aaa" from Xxxxx'x Investors Service, Inc. in the case of the Class I-A-1, Class
I-A-2, Class II-A-1, Class II-A-2, Class II-A-R, Class III-A-1, Class III-A-2
and Class IV-A-1 Certificates, (ii) at least "AA" from Fitch in the case of the
Class B-1 Certificates, (iii) at least "A" from Fitch, in the case of the Class
B-2 Certificates and (iv) at least "BBB" from Fitch, 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.
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, XXXXX & CO.
By:
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Name:
Title:
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:
Title:
FIRST HORIZON HOME LOAN CORPORATION
By:
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Name:
Title:
