EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-FA1
TERMS AGREEMENT
---------------
(to Underwriting Agreement,
dated November 20, 2003
between the Company and the Underwriter)
First Horizon Asset Securities Inc. January 25, 2005
0000 Xxxxxxx Xxx
Xxxxxx, Xxxxx 00000
FTN Financial Capital Markets (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-FA1
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-FA1 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-FA1 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 January 1, 2005 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools: Approximately
$307,048,359 aggregate principal balance as of the Cut-off Date, subject
to an upward or downward variance of up to 5%, principal balance to be
determined by the Company.
(b) Original Terms to Maturity: The original term to maturity of
each Mortgage Loan included in Mortgage Pool I shall be between 240 and
360 months. The original term to maturity of each Mortgage Loan in
Mortgage Pool II shall be between 120 and 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 $28,000,000 5.500% 101.187500000%
I-A-2 $59,649,000 5.500% 101.187500000%
I-A-3 $7,500,000 5.500% 101.187500000%
I-A-4 $96,257,000 5.500% 101.187500000%
I-A-5 $11,545,000 5.500% 101.187500000%
I-A-6 $52,000,000 5.500% 101.187500000%
I-A-7 $10,150,000 5.500% 101.187500000%
I-A-R $100 5.500% 101.187500000%
II-A-1 $25,376,000 5.000% 101.203125000%
B-1 $7,216,000 Variable(1) 99.796875000%
B-2 $2,763,000 Variable(1) 97.968750000%
B-3 $1,535,000 Variable(1) 93.078125000%
(1) The pass-through rates on the Class B-1, Class B-2 and Class B-3
Certificates are variable and will be calculated as described in the
prospectus supplement. The initial pass-through rate for each of these
classes of certificates for the first interest accrual period will be
approximately 5.456% per annum.
(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,
January 28, 2005 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates (with the exception
of the Class B-1, Class B-2 and Class B-3 Certificates) shall have received
Required Ratings of at least "AAA" from Standard & Poors Ratings Service, a
division of The XxXxxx-Xxxx Companies, Inc. ("S&P") and "Aaa" from Xxxxx'x
Investors Service, Inc. The Class B-1, Class B-2 and Class B-3 Certificates
shall have received Required Ratings of at least "AA," "A" and "BBB,"
respectively, from S&P.
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,
FTN FINANCIAL CAPITAL MARKETS, a
division of First Tennessee Bank
National Association
By:
-----------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
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:
Title:
