EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2004-AA7
TERMS AGREEMENT
(to Underwriting Agreement,
dated December 20, 2001
between the Company and the Underwriter)
First Horizon Asset Securities Inc. New York, New York
0000 Xxxxxxx Xxx December 23, 2004
Irving, Texas 75063
Citigroup Global Markets Inc. (formerly known as Xxxxxxx Xxxxx Xxxxxx
Inc.) (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-AA7 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-AA7 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 2004-AA7 Certificates shall
evidence the entire beneficial ownership interest in two pools (the "Mortgage
Pools") of primarily 30-year adjustable rate, fully amortizing, one- to
four-family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of December 1, 2004 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools: Approximately
$473,045,880 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 Term to Maturity: The original term to maturity of each
Mortgage Loan included in Pool I and Pool II 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%:
Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- -------- ---- ----------------
I-A-1 $97,153,000 Variable(1) 101.359375000%
I-A-2 $1,628,000 Variable(1) 101.359375000%
II-A-1 $340,414,000 Variable(1) 101.582031250%
II-A-2 $5,704,000 Variable(1) 101.582031250%
II-A-R $100 Variable(1) 101.582031250%
B-1 $13,008,000 Variable(1) 98.869590000%
B-2 $5,204,000 Variable(1) 98.474890000%
B-3 $3,312,000 Variable(1) 94.889390000%
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(1) The pass-through rates on each class of Certificates listed above for each
distribution date will be 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,
December 29, 2004 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of (i) at least "AAA" from Standard & Poor's Ratings Services,
a division of The XxXxxx-Xxxx Companies, Inc. ("S&P"), and "AAA" from Fitch
Ratings ("Fitch").
Section 5. Tax Treatment: One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.
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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,
CITIGROUP GLOBAL MARKETS INC.
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:
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