Exhibit 1.4
EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-1
TERMS AGREEMENT
(to Underwriting Agreement
dated May 23, 2002
between the Company and the Underwriter)
First Horizon Asset Securities Inc. Calabasas, California
4000 Horizon Way January 25, 2005
Xxxxxx, Xxxxx 00000
Countrywide Securities Corporation (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 2005-1
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
2005-1 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 2005-1 Certificates shall
evidence the entire beneficial ownership interest in two pools (the "Mortgage
Pools") of conventional, fixed rate, fully amortizing, one- to four-family
residential mortgage loans (the "Mortgage Loans") having the following
characteristics as of January 1, 2005 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools: Approximately
$228,045,765 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 240-360 months. The
original term to maturity of each Mortgage Loan included in Pool II shall
be 178-180 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%:
Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- -------- -------- ----------------
B-1 $3,307,000.00 Variable(1) 98.906250000%
B-2 $1,140,000.00 Variable(1) 97.500000000%
B-3 $684,000.00 Variable(1) 93.218750000%
(1) The interest rates on the Class B-1, Class B-2 and Class B-3 Certificates
are variable and will be calculated as described in the prospectus
supplement. The initial interest rate for these classes of certificates
for the first interest accrual period will be approximately 5.200% per
annum.
(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 Certificates 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,
January 28, 2005 (the "Closing Date").
Section 4. Required Ratings: The Class B-1 Certificates shall have
received Required Ratings of at least "AA" from Fitch Ratings ("Fitch"); the
Class B-2 Certificates shall have received Required Ratings of at least "A" from
Fitch; and the Class B-3 Certificates shall have received Required Ratings of at
least "BBB" from Fitch.
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 Underwriters and the Company.
Very truly yours,
COUNTRYWIDE SECURITIES CORPORATION
By: /s/
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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: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
FIRST HORIZON HOME LOAN CORPORATION
By: /s/
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Name:
Title:
