FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2004-7
TERMS AGREEMENT
(to Underwriting Agreement,
dated December 20, 2001
between the Company and the Underwriter)
First Horizon Asset Securities Inc. New York, New York
4000 Horizon Way November 23, 2004
Xxxxxx, Xxxxx 00000
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 2004-7 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 (each, a "Mortgage Pool")
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 in Pool I shall be between 240 to 360 months. The
original term to maturity of each Mortgage Loan 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
----- --------------- ------- ----------------
I-A-1 $145,800,000.00 5.50% 100.968750%
I-A-2 $23,000,000.00 5.50% 100.968750%
I-A-3 $16,218,000.00 5.50% 100.968750%
I-A-4 $20,557,000.00 5.50% 100.968750%
I-A-R $100.00 5.50% 100.968750%
II-A-1 $22,354,000.00 4.75% 100.296875%
(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 Certificates 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 Class I-A-1, Class I-A-2, Class I-A-3,
Class I-A-4, Class I-A-R and Class II-A-1 Certificates shall have received
Required Ratings of at least "AAA" from Fitch Ratings and "AAA" from Xxxxx'x
Investors Service, Inc.
Section 0.Xxx 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,
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:
