EXECUTION
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2004-6
TERMS AGREEMENT
(to Underwriting Agreement,
dated September 27,2004,
between the Company and the Underwriter)
First Horizon Asset Securities Inc. September 27, 2004
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (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 2004-6 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 2004-6 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 2004-6 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 September 1, 2004 (the "Cut-off Date"):
(a) AGGREGATE PRINCIPAL AMOUNT OF THE MORTGAGE POOL: $282,052,957
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 Mortgage Pool I shall be 360 months. The
original term to maturity of each Mortgage Loan included in Mortgage Pool
II shall be between 120 and 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%:
PRINCIPAL INTEREST CLASS PURCHASE
CLASS BALANCE RATE PRICE PERCENTAGE
----- -------- ---- ----------------
I-A-1 $ 144,080,000 5.000% 101.578125000%
I-A-2 $ 35,901,000 5.500% 101.578125000%
I-A-3 $ 22,644,000 5.500% 101.578125000%
I-A-4 $ 555,600 5.500% 101.578125000%
I-A-5 $ 28,815,400 Variable(1) 101.578125000%
I-A-6 (2) Variable(1) 101.578125000%
I-A-7 (2) 5.550% 101.578125000%
I-A-R $ 100 5.750% 101.578125000%
II-A-1 $ 40,282,873 5.000% 100.843750000%
B-1 $ 423,000 Variable(3) 100.478125000%
B-2 $ 423,000 Variable(3) 99.437500000%
B-3 $ 423,819 Variable(3) 96.000000000%
(1) The pass-through rates for the Class I-A-5 and Class I-A-6 Certificates
are variable and will be calculated as described in the prospectus
supplement.
(2) The Class I-A-6 and Class I-A-7 Certificates are notional amount
certificates and will accrue interest during each interest accrual period
on a notional amount. The initial notional amounts of the Class I-A-6 and
Class I-A-7 Certificates will be approximately $28,815,400 and
$10,545,272, respectively.
(3) 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 under "Description of the Certificates--
Distributions on the Certificates -- Interest." The initial pass-through
rate for each of these classes of certificates for the first interest
accrual period will be approximately 5.638% per annum.
(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,
September 30, 2004 (the "Closing Date").
Section 4. REQUIRED RATINGS: The Offered Certificates shall have received
Required Ratings of (i) at least "Aaa" from ▇▇▇▇▇'▇ Investor Service, Inc.
("Moody's") and "AAA" from Fitch Ratings ("Fitch") in the case of the Class
I-A-1, Class I-A-2, Class I-A-3, Class I-A-5, Class I-A-6, Class I-A-7, Class
I-A-R and Class II-A-1 Certificates; (ii) at least "Aa1" from Moody's and "AAA"
from Fitch in the case of the Class I-A-4 Certificates; (iii) at least "AA" from
Fitch, in the case of the Class B-1 Certificates; (iii) at least "A" from Fitch,
in the case of the Class B-2 Certificates; and (iv) at least "BBB" from Fitch,
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.
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,
▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
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: Vice President
FIRST HORIZON HOME LOAN CORPORATION
By:
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President