EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-2
TERMS AGREEMENT
(to Underwriting Agreement,
dated July 24, 2002
between the Company and the Underwriter)
First Horizon Asset Securities Inc. New York, New York
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ March 28, ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
UBS 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 Series 2005-2 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 2005-2 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 2005-2 Certificates shall
evidence the entire beneficial ownership interest in three 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 March 1, 2005 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pools: Approximately
$283,869,039 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 be 294-360 months. The
original term to maturity of each Mortgage Loan included in Pool II shall
be 180 months. The original term to maturity of each Mortgage Loan
included in Pool III shall be 349-360 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%:
Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- ------- ---- ----------------
I-A-1 $ 67,153,000.00 5.500% 100.125000000%
I-A-2 $ 26,771,000.00 5.500% 100.125000000%
I-A-3 $ 44,695,000.00 5.500% 100.125000000%
I-A-4 $ 22,645,000.00 5.500% 100.125000000%
I-A-5 $ 41,739,000.00 Variable(1) 100.125000000%
I-A-6 $ 10,482,238.00 Variable(1) 100.125000000%
I-A-7 $ 4,695,762.00 Variable(1) 100.125000000%
I-A-8 $ 8,986,000.00 5.500% 100.125000000%
I-A-R $ 100.00 5.500% 100.125000000%
II-A-1 $ 21,000,000.00 5.000% 99.968800000%
II-A-2 $ 1,252,000.00 5.000% 99.968800000%
III-A-1 $ 22,879,730.00 Variable(1) 102.280000000%
III-A-2 $ 2,296,270.00 Variable(1) 102.280000000%
(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 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,
March 30, 2005 (the "Closing Date").
Section 4. Required Ratings: The Offered Certificates, with the exception
of the Class II-A-2 Certificate, shall have received Required Ratings of at
least "AAA" and "Aaa" by Fitch Ratings ("Fitch") and ▇▇▇▇▇'▇ Investors Service,
Inc. ("Moody's"), respectively. The Class II-A-2 Certificate shall have received
required ratings of at least "AAA" and "Aa1" by Fitch and Moody's, respectively.
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,
UBS SECURITIES LLC
By: /s/
---------------------
Name:
Title:
By: /s/
---------------------
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.
FIRST HORIZON ASSET SECURITIES INC.
By: /s/
---------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
FIRST HORIZON HOME LOAN CORPORATION
By: /s/
---------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President
