FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2004-FA2
TERMS AGREEMENT
(to Underwriting Agreement,
dated August 26, 2002
between the Company and the Underwriter)
First Horizon Asset Securities Inc. November 24, 2004
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▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Brothers 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 Series 2004-FA2 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 2004-FA2
Certificates are registered with the Securities and Exchange Commission by means
of an effective Registration Statement (No. 333-110100). Capitalized terms used
and not defined herein have the meanings given them in the Underwriting
Agreement.
Section 1. The Mortgage Pool: The Series 2004-FA2 Certificates shall evidence
the entire beneficial ownership interest in three pools (the "Mortgage Pools")
of conventional, fixed rate, fully amortizing, one- to four-family residential
mortgage loans (the "Mortgage Loans") having the following characteristics as of
November 1, 2004 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool: Approximately
$282,011,841 aggregate principal balance as of the Cut-off Date, subject to an
upward or downward variance of up to 5%, 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 360 months. The original
term to maturity of each Mortgage Loan in Mortgage Pool II shall be between 120
and 180 months. The original term to maturity of each Mortgage Loan in Mortgage
Pool III 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%:
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Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- ------- ---- ----------------
I-A-1 $173,703,000 6.000% 102.890625000%
I-A-R 100 6.000% 102.890625000%
II-A-1 20,709,000 5.000% 101.296875000%
III-A-1 64,603,000 6.000% 102.890625000%
B-1 6,628,000 Variable(2) 101.750000000%
B-2 2,820,000 Variable(2) 100.250000000%
B-3 1,692,000 Variable(2) 95.250000000%
(1) The pass-through rates on the Class B-1, Class B-2 and Class B-3
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,
November 30, 2004 (the "Closing Date").
Section 4. Required Ratings: The Class I-AI, Class I-A-PO, Class I-A-R,
Class II-A-PO and Class III-A-PO Certificates shall have received Required
Ratings of at least "AAA" from Standard & Poors Ratings Service, a division of
The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and Fitch Ratings. The Class B-1, Class
B-2 and Class B-3 Certificates shall have received Required Ratings of at least
"AA," "A" and "BBB," respectively, from S&P.
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,
▇▇▇▇▇▇ BROTHERS INC.
By:
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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: ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
FIRST HORIZON HOME LOAN CORPORATION
By:
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
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