EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
REMIC MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-AA9
TERMS AGREEMENT
(to Underwriting Agreement,
dated September 26, 2005
between the Company and the Underwriter)
First Horizon Asset Securities Inc. New York, New York
4000 Horizon Way September 26, 2005
Irving, Texas 75063
Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated (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-AA9 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-AA9 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 Pool: The Series 2005-AA9 Certificates shall
evidence the entire beneficial ownership interest in three mortgage pools (the
"Mortgage Pools") of conventional, adjustable rate, fully amortizing one- to
four-family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of September 1, 2005 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool: $523,962,234.57
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 the Mortgage Pools shall be between 240 and
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%:
1
Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- ------- ---- ----------------
I-A-1 $22,502,000.00 Variable(1) 101.152343750%
I-A-R $100.00 Variable(1) 101.152343750%
II-A-1 $214,030,000.00 Variable(1) 101.117187500%
III-A-1 $255,468,000.00 Variable(1) 101.117187500%
-------
(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 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, September 30, 2005
(the "Closing Date").
Section 4. Required Ratings: The Offered Certificates shall each have
received Required Ratings of at least "AAA" by Fitch Ratings and "Aaa" by
Xxxxx'x Investors Service, Inc.
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 Underwriters and the Company.
Very truly yours,
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxx Xxxxxxx
-------------------------------------
Name: Xxx Xxxxxxx
Title: Director
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
FIRST HORIZON ASSET SECURITIES INC.
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
Title: Vice President
FIRST HORIZON HOME LOAN CORPORATION
By: /s/ Xxxxx XxXxx
---------------
Name: Xxxxx XxXxx
Title: Executive Vice President
