EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-5
TERMS AGREEMENT
(to Underwriting Agreement,
dated November 20, 2003
between the Company and the Underwriter)
First Horizon Asset Securities Inc. Memphis, Tennessee
0000 Xxxxxxx Xxx Xxxxxx 00, 0000
Xxxxxx, Xxxxx 00000
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 Series 2005-5 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 2005-5 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 2005-5 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 August 1, 2005 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools: Approximately
$365,636,987 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 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 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%:
Class Purchase
Class Principal Balance Interest Rate Price Percentage
----- ----------------- ------------- ----------------
I-A-1 $32,076,000.00 5.5000% 100.109375000%
I-A-2 $1,424,000.00 5.5000% 100.109375000%
I-A-3 $150,600,000.00 5.5000% 100.109375000%
I-A-4 $55,000,000.00 5.5000% 100.109375000%
I-A-5 $57,000.00 5.5000% 100.109375000%
I-A-6 $43,299,000.00 5.5000% 100.109375000%
I-A-7 $45,000.00 5.5000% 100.109375000%
I-A-8 $1,623,000.00 5.5000% 100.109375000%
I-A-9 $10,000,000.00 5.5000% 100.109375000%
I-A-10 $13,744,000.00 5.5000% 100.109375000%
I-A-11 $10,000,000.00 5.5000% 100.109375000%
I-A-12 $5,311,000.00 5.5000% 100.109375000%
I-A-R $100.00 5.5000% 100.109375000%
II-A-1 $29,261,000.00 5.0000% 99.96875000%
(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,
August 30, 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-12, Class I-A-R and Class II-A-1
Certificates shall have received Required Ratings of at least "AAA" by Fitch
Ratings and Standard and Poor's Ratings Services, a division of The XxXxxx-Xxxx
Companies, Inc., respectively. The Class I-A-4 and Class I-A-6 Certificates
shall have received Required Ratings of at least "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 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: Xxxxx XxXxx
Title: Executive Vice President
