FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2004-AA6
TERMS AGREEMENT
(to Underwriting Agreement,
dated March 27, 2003,
between the Company and the Underwriter)
First Horizon Asset Securities Inc. New York, New York
0000 Xxxxxxx Xxx November 23, 0000
Xxxxxx, Xxxxx 00000
Xxxxxx Xxxxxxx & Co. 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 Series 2004-AA6
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-AA6 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-AA6 Certificates shall
evidence the entire beneficial ownership interest in a pool (the "Mortgage
Pool") of primarily 30-year adjustable rate, fully amortizing one- to
four-family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of November 1, 2004 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool: Approximately
$285,056,169 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 the Mortgage Pool 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%:
1
Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- ------- ---- ----------------
B-1 $7,126,000 Variable(1) 100.046875000%
B-2 $3,278,000 Variable(1) 99.093750000%
B-3 $1,853,000 Variable(1) 96.312500000%
(1) The Certificate 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.
(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,
November 30, 2004 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of (i) at least "AA" from Standard and Poor's Ratings Services,
a division of the XxXxxx-Xxxx Companies, Inc. ("S&P") in the case of the Class
B-1 Certificates, (ii) at least "A" from S&P in the case of the Class B-2
Certificates and (iii) at least "BBB" from S&P 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
First Horizon Underwriting Agreement
126149 FHAMS 2004-AA6
Xxxxxx Xxxxxxx Terms Letter to Underwriting Agreement
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,
XXXXXX XXXXXXX & CO. 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: Xxxx Xxxxxx
Title: Senior Vice President
FIRST HORIZON HOME LOAN CORPORATION
By:
-------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
3
