EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-FA10
TERMS AGREEMENT
(to Underwriting Agreement,
Dated August 24, 2005
between the Company and the Underwriter)
First Horizon Asset Securities Inc. New York, New York
4000 Horizon Way November 28, 2005
Irving, Texas 75063
Citigroup Global Markets Inc. (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 Alternative
Mortgage Securities Trust 2005-FA10, Mortgage Pass-Through Certificates, Series
2005-FA10 Certificates (the "Series 2005-FA10 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-FA10
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-FA10 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 November 1, 2005 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools:
Approximately $474,015,504.66 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 range from 240 to 360
months. The original term to maturity of each Mortgage Loan included in
Pool II shall range from 120 to 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%:
1
Class Principal
Balance or Notional Interest Class Purchase
Class Amount Rate Price Percentage
----- ------ ---- ----------------
I-A-1 $ 64,500,000.00 Variable(1) 98.054687500%
I-A-2 $254,993,215.00(2) Variable(1) 98.054687500%
I-A-3A $ 11,860,000.00 5.500% 98.054687500%
I-A-3B $ 725,000.00 5.500% 98.054687500%
I-A-4A $ 39,610,000.00 5.500% 98.054687500%
I-A-4B $ 2,421,000.00 5.500% 98.054687500%
I-A-5 $103,557,000.00 5.500% 98.054687500%
I-A-6 $ 6,328,785.00 5.500% 98.054687500%
I-A-7 $190,493,215.00 Variable(1) 98.054687500%
I-A-8 $ 64,500,000.00(3) Variable(1) 98.054687500%
I-A-R $ 100.00 5.500% 98.054687500%
II-A-1 $ 32,193,000.00 5.250% 98.750000000%
---------
(1) The interest rates for these classes of Offered Certificates are
variable and will be calculated as described in the Prospectus
Supplement.
(2) The Class I-A-2 Certificates will have a notional amount equal to
the aggregate class principal balance of the Class I-A-1 and Class
I-A-7 Certificates, as described in the Prospectus Supplement.
(3) The Class A-8 Certificates will have a notional amount equal to
the principal balance of the Class A-1 Certificates, 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, November 30, 2005
(the "Closing Date").
Section 4. Required Ratings: The Offered Certificates shall have
received Required Ratings of at least "AAA" from Standard & Poor's, a division
of The XxXxxx-Xxxx Companies, Inc. 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 Underwriter and the Company.
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
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: Xxxxxx Xxxxx
Title: Vice President
FIRST HORIZON HOME LOAN CORPORATION
By:
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Name: Xxxxx XxXxx
Title: Executive Vice President
