EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-8
TERMS AGREEMENT
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(to Underwriting Agreement,
dated November 20, 2003
between the Company and the Underwriter)
First Horizon Asset Securities Inc. Memphis, Tennessee
0000 Xxxxxxx Xxx December 22, 2005
Irving, Texas 75063
FTN Financial Capital Markets, a division of First Tennessee Bank National
Association (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 Mortgage Pass-Through
Trust, Series 2005-8 Certificates (the "Series 2005-8 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 2005-8 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 2005-8 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 December 1, 2005 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools: Approximately
$310,975,601 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 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%:
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FTN Terms to Underwriting Agreement
Class Principal Class Purchase
Class Balance Interest Rate Price Percentage
----- ------- ------------- ----------------
I-A-1 $ 27,500,000.00 5.7500% 98.640625000%
I-A-2 $ 100,000,000.00 5.7500% 98.640625000%
I-A-3 $ 38,000,000.00 5.7500% 98.640625000%
I-A-4 $ 1,558,000.00 5.7500% 98.640625000%
I-A-5 $ 11,883,000.00 5.7500% 98.640625000%
I-A-6 $ 5,000,000.00 5.7500% 98.640625000%
I-A-7 $ 15,000,000.00 5.7500% 98.640625000%
I-A-8 $ 20,000,000.00 5.7500% 98.640625000%
I-A-9 $ 11,175,000.00 5.7500% 98.640625000%
I-A-10 $ 20,000,000.00 5.7500% 98.640625000%
I-A-11 $ 13,825,000.00 5.7500% 98.640625000%
I-A-R $ 100.00 5.7500% 98.640625000%
II-A-1 $ 34,321,000.00 5.2500% 98.609375000%
(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, December 29, 2005
(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-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9,
Class I-A-10, Class I-A-11, Class I-A-R and Class II-A-1 Certificates shall have
received Required Ratings of at least "AAA" by each of Fitch, Inc. ("Fitch") and
Standard and Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc.
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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FTN Terms to Underwriting Agreement
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,
FTN FINANCIAL CAPITAL MARKETS, a
division of First Tennessee Bank National
Association
By:
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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: Xxxxx XxXxx
Title: Executive Vice President
172179 FHASI 2005-8
FTN Terms to Underwriting Agreement
