EXECUTION COPY
FIRST HORIZON ASSET SECURITIES INC.
FIRST HORIZON MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2004-HE4
TERMS AGREEMENT
(to Underwriting Agreement,
dated December 22, 2004
between the Company and the Underwriter)
First Horizon Asset Securities Inc. December 22, 2004
0000 Xxxxxxx Xxx
Xxxxxx, Xxxxx 00000
FTN Financial Capital Markets (the "Underwriter") agrees, subject to the
terms and provisions herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase the respective principal balances such
Classes of Series 2004-HE4 Certificates specified in Section 2(a) hereof (the
"Certificates"). This letter supplements and modifies the Underwriting Agreement
solely as it relates to the purchase and sale of the Certificates described
below. The Series 2004-HE4 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-HE4 Certificates shall be
secured primarily by a pool consisting of mortgage loans identified by the
Depositor and transferred to the Trust on the Closing Date and described in the
prospectus supplement (the "Statistical Calculation Mortgage Loans"). The
Mortgage Loans will have the following characteristics as of December 1, 2004
(the "Cut-off Date"):
(a) Aggregate Principal Amount of the Statistical Calculation Mortgage
Loans: $236,305,552.93 aggregate principal balance as of the Statistical
Calculation Date.
(b) Original Terms to Maturity: The original term to maturity with respect
to substantially all of the Mortgage Loans is 180 months.
Section 2. The Notes. The Certificates shall be issued as follows:
Classes: The Certificates shall be issued with the following Class
designations, interest rates and principal balances:
Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- ------- ---- ----------------
Class A-1 $132,632,000 LIBOR + 0.15% 99.700%
Class A-2 $58,022,000 4.070% 99.700%
Class A-3 $14,267,000 4.685% 99.700%
Class A-4 $16,384,000 5.303% 99.700%
Class A-5 $15,000,000 4.610% 99.700%
The Certificates shall have such other characteristics as described in the
related Prospectus.
Section 3. Purchase Price: The Purchase Price for each Class of the
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
Section 4. Required Ratings: The Certificates shall have received Required
Ratings of at least "AAA" from S&P and "Aaa" from Xxxxx'x.
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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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
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:
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