FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-AA3 TERMS AGREEMENT (to Underwriting Agreement, dated September 25, 2003 between the Company and the Underwriter)
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2005-AA3
(to
Underwriting Agreement,
dated
September 25, 2003
between
the Company and the Underwriter)
| First Horizon Asset Securities Inc. |
New York, New York | ||
0000
Xxxxxxx XxxXxxxx 30,
2005
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 First Horizon Alternative Mortgage
Securities Trust, Series 2005-AA3 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-AA3 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-AA3 Certificates shall evidence the entire beneficial ownership
interest in three pools
(the “Mortgage Pools”) of primarily
30-year adjustable rate first lien, fully amortizing, one-to-four
family residential
mortgage loans (the “Mortgage Loans”) having the following characteristics as of
March 1, 2005 (the “Cut-off Date”):
(a) Aggregate
Principal Amount of the Mortgage Pools:
Approximately $410,002,587 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 and Pool II
shall be 360 months. The original term to maturity of each Mortgage Loan
included in Pool III shall range from 240 to 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 |
$ |
111,711,000.00 |
Variable(1 |
) |
101.464843750 |
% | ||||
|
I-A-R |
$ |
100.00 |
Variable(1 |
) |
101.464843750 |
% | ||||
|
II-A-1 |
$ |
51,939,000.00 |
Variable(1 |
) |
101.464843750 |
% | ||||
|
II-A-2 |
(2 |
) |
Variable(1 |
) |
— |
|||||
|
III-A-1 |
$ |
219,702,000.00 |
Variable(1 |
) |
101.554687500 |
% | ||||
|
B-1 |
$ |
11,275,000.00 |
Variable(1 |
) |
99.818100000 |
% | ||||
|
B-2 |
$ |
5,125,000.00 |
Variable(1 |
) |
99.127200000 |
% | ||||
|
B-3 |
$ |
3,075,000.00 |
Variable(1 |
) |
96.589700000 |
% |
| (1) |
The
interest rates for these classes of Certificates are variable and will be
calculated as described in the Prospectus Supplement. |
| (2) |
The
Class II-A-2 Certificates are notional amount certificates and will accrue
interest during each interest accrual period on a notional amount. The
initial notional amount of the Class II-A-2 Certificates will be
$51,939,000. |
(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 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, March 30, 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 Fitch Ratings in the case of the Class I-A-1,
Class I-A-R, Class II-A-1, Class II-A-2 and Class III-A-1 Certificates, (ii) at
least “AA” from S&P, in the case of Class B-1 Certificates, (iii) at least
“A” from S&P, in the case of the Class B-2 Certificates and (iv) 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.
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: | |||
| (Xxxxxxx, Xxxxx & Co.) | |||
|
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: | |||
|
Name: Xxxxx
XxXxx |
|||
|
Title: Executive
Vice President |
