EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-6
TERMS AGREEMENT
(to Underwriting Agreement,
dated September 26, 2005
between the Company and the Underwriter)
First Horizon Asset Securities Inc. New York, New York
4000 Horizon Way September 26, 2005
Irving, Texas 75063
UBS Securities LLC (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 2005-6 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 2005-6 Certificates
are registered with the Securities and Exchange Commission by means of an
effective Registration Statement (No. 333-125158). Capitalized terms used and
not defined herein have the meanings given them in the Underwriting Agreement.
Section 1. The Mortgage Pools: The Series 2005-6 Certificates shall
evidence the entire beneficial ownership interest in two pools (the "Mortgage
Pools") of conventional, fixed rate, first lien, fully amortizing, one- to
four-family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of September 1, 2005 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools: Approximately
$247,154,473 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 range from 240 to 360 months.
The original term to maturity of each Mortgage Loan included in Pool II
shall be 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
----- -------- ---- ----------------
I-A-1 $154,123,000.00 5.500% 99.375000000%
I-A-2 $ 15,274,000.00 5.500% 99.375000000%
I-A-3 $ 25,000,000.00 5.250% 99.375000000%
I-A-4 (1) 0.165% --
I-A-5 $ 22,414,000.00 5.500% 99.375000000%
$ 99.375000000%
I-A-R 100.00 5.500%
II-A-1 $ 22,220,000.00 5.000% 99.093750000%
(1) The Class 1-A-4 Certificates are notional amount certificates and
accrue interest during each interest accrual period on a notional
amount. The initial notional amount of the Class 1-A-4 Certificates
will be $25,000,000.
(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 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, September 30, 2005
(the "Closing Date").
Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of at least "AAA" by each of Fitch Ratings and Standard and
Poor's, a division of The XxXxxx-Xxxx Companies, Inc.
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,
UBS SECURITIES LLC
By:
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Name:
Title:
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:
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Name: Xxxxx XxXxx
Title: Executive Vice President
