FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2004-7
TERMS AGREEMENT
(to Underwriting Agreement,
dated September 25, 2003
between the Company and the Underwriter)
First Horizon Asset Securities Inc. New York, New York
4000 Horizon Way November 23, 2004
Xxxxxx, Xxxxx 00000
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 Series 2004-7 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 2004-7 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 Pool: The Series 2004-7 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, 2004 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools: Approximately
$235,064,086 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 between 240 and 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
----- ------------- ------------ ----------------
B-1 $3,761,000.00 Variable (1) 99.8244%
B-2 $1,293,000.00 Variable (1) 98.3995%
B-3 $705,000.00 Variable (1) 94.6290%
(1) The interest rates for these classes of 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 Fitch Ratings. ("Fitch"), in the case
of the Class B-1 Certificates, (ii) at least "A" from Fitch, in the case of the
Class B-2 Certificates and (iii) at least "BBB" from Fitch, 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
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:_______________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
FIRST HORIZON ASSET SECURITIES INC.
By:_______________________________
Name:
Title:
FIRST HORIZON HOME LOAN CORPORATION
By:________________________________
Name:
Title:
