EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-FA10
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 November 28, 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 First Horizon Alternative Mortgage
Securities Trust 2005-FA10, Mortgage Pass-Through Certificates, Series 2005-FA10
Certificates (the "Series 2005-FA10 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-FA10 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-FA10 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 November 1, 2005 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools:
Approximately $474,015,504.66 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 range from 120 to 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%:
Class Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- -------- ---- ----------------
B-1 $ 9,954,000.00 Variable(1) 94.548474000%
B-2 $ 3,792,000.00 Variable(1) 93.165540000%
B-3 $ 2,370,000.00 Variable(1) 87.912235000%
(1) The interest rates for the Offered 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 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, 2005
(the "Closing Date").
Section 4. Required Ratings: The Offered Certificates shall have
received Required Ratings of (i) at least "AA" from Standard & Poor's, a
division of The XxXxxx-Xxxx Companies, Inc. ("S&P") and "Aa3" from Xxxxx'x
Investors Service, Inc. ("Moody's"), in the case of the Class B-1 Certificates,
(ii) at least "A" from S&P and "A3" from Moody's, in the case of the Class B-2
Certificates, and (iii) at least "BBB" from S&P and "Baa2" from Moody's, 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,
UBS SECURITIES LLC
By:
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Name:
Title:
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: Xxxxxx Xxxxx
Title: Vice President
FIRST HORIZON HOME LOAN CORPORATION
By:
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Name: Xxxxx XxXxx
Title: Executive Vice President
