EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-AR6
TERMS AGREEMENT
(to Underwriting Agreement,
dated August 23, 2005,
between the Company and the Underwriter)
First Horizon Asset Securities Inc. Charlotte, North Carolina
0000 Xxxxxxx Xxx December 22, 2005
Irving, Texas 75063
Banc of America Securities LLC (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-AR6 Certificates (the "Series 2005-AR6
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-AR6 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-AR6 Certificates shall
evidence the entire beneficial ownership interest in four pools (the "Mortgage
Pools") of primarily 30-year adjustable 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
$305,125,003 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 Term to Maturity: The original term to maturity of each
Mortgage Loan included in the Mortgage Pools shall be 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%:
Class Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- ------- ---- ----------------
B-1 $5,645,000.00 Variable(1) 98.312500000%
B-2 $2,289,000.00 Variable(1) 97.375000000%
B-3 $1,525,000.00 Variable(1) 95.125000000%
(1) The interest rates for these Classes of Offered 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, December 29, 2005
(the "Closing Date").
Section 4. Required Ratings: The Offered Certificates shall have received
Required Ratings of (i) at least "AA" from Standard & Poor's, a division of The
McGraw Hill Companies, Inc. ("S&P"), in the case of the Class B-1 Certificates,
(ii) at least "A" from S&P, in the case of the Class B-2 Certificates, and (iii)
at least "BBB" from S&P, in the case of the Class B-3 Certificates.
Section 5. Tax Treatment: One or more elections will be made to treat the
assets of the Trust Fund as a REMIC.
Section 6. Free Writing Prospectus: The Underwriter may distribute to
potential investors one or more free writing prospectuses that do not constitute
"issuer free writing prospectuses" as defined in Rule 433(h)(1) under the
Securities Act of 1933 (the "Act"). The Company and First Horizon Home Loan
Corporation jointly and severally agree to indemnify the Underwriter for any
such free writing prospectus (including any such free writing prospectus that
constitutes and/or is styled as ABS Informational and Computational Materials
under Rule 167 of the Act) to the same extent as the indemnification for Current
Reports under paragraph 7 of the Underwriting Agreement. The Underwriter agrees
to indemnify the Company for any such free writing prospectus (including any
such free writing prospectus that constitutes and/or is styled as ABS
Informational and Computational Materials under Rule 167 of the Act) to the same
extent as the indemnification for Computational Materials and ABS Term Sheets
under paragraph 7 of the Underwriting Agreement.
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Section 7. Representations and Warranties: (a) The Company hereby
represents and warrants to the Underwriter as follows:
(i) (A) At the time of the filing of the Registration Statement and
(B) at the date of the Terms Agreement, the Company was not and is not an
"ineligible issuer," as defined in Rule 405 under the Act; and
(ii) Except to the extent preceded or accompanied by a prospectus
satisfying the requirements of Section 10(a) of the Act, it has not
conveyed or delivered any written communication to any person in
connection with the initial offering of the Offered Certificates.
(b) The Underwriter hereby represents and warrants to the Company
that, except to the extent preceded or accompanied by a prospectus satisfying
the requirements of Section 10(a) of the Act, it has not conveyed or delivered
any written communication to any person in connection with the initial offering
of the Offered Certificates.
Section 8. Covenants: The Company and the Underwriter each hereby agree
not to enter into a contract of sale for the purchase of any Offered
Certificates unless and until it shall have first delivered to the prospective
purchaser a copy of the Prospectus relating to the Offered Certificates.
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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,
BANC OF AMERICA SECURITIES LLC
By:
-----------------------------------
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
FIRST HORIZON ASSET SECURITIES INC.
By:
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Name: Xxxxxx Xxxxx
Title: Vice President
FIRST HORIZON HOME LOAN CORPORATION
By:
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Name: Xxxxx XxXxx
Title: Executive Vice President
