EXHIBIT 1.3
FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-7
TERMS AGREEMENT
(to Underwriting Agreement,
dated November 20, 2003
between the Company and the Underwriter)
First Horizon Asset Securities Inc. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇ Horizon Way October 24, 2005
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
FTN Financial Capital Markets, a division of First Tennessee Bank National
Association (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 Mortgage Pass-Through
Trust, Series 2005-7 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 2005-7 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 Pool: The Series 2005-7 Certificates shall
evidence the entire beneficial ownership interest in a pool (the "Mortgage
Pool") of primarily 30-year, fixed rate, first lien, fully amortizing,
one-to-four family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of October 1, 2005 (the "Cut-off Date"):
(a) Aggregate Principal Amount of the Mortgage Pool: Approximately
$210,089,711 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 Term to Maturity: The original term to maturity of each
Mortgage Loan included in the Mortgage Pool 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%:
Class Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- -------------- ------ ----------------
A-1 $21,000,000.00 5.500% 99.343750000%
A-2 $ 63,000.00 5.500% 99.343750000%
A-3 $ 3,000,000.00 5.500% 99.343750000%
A-4 $25,000,000.00 5.500% 99.343750000%
A-5 $ 3,000,000.00 5.500% 99.343750000%
A-6 $ 2,864,000.00 5.500% 99.343750000%
A-7 $15,000,000.00 5.500% 99.343750000%
A-8 $ 2,000,000.00 5.500% 99.343750000%
A-9 $70,000,000.00 5.500% 99.343750000%
A-10 $20,306,000.00 5.500% 99.343750000%
A-11 $27,500,000.00 5.500% 99.343750000%
A-12 $ 2,696,000.00 5.500% 99.343750000%
A-13 $10,000,000.00 5.500% 99.343750000%
A-14 $ 30,000.00 5.500% 99.343750000%
A-R $ 100.00 5.500% 99.343750000%
(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, October 28, 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
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and "AAA" from Fitch, Inc. ("Fitch"). In
addition, to the Required Ratings from S&P and Fitch, the Class A-1, Class A11
and Class A-13 Certificates also shall have received Required Ratings of at
least "Aaa" from ▇▇▇▇▇'▇ 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.
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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, a
division of First Tennessee Bank
National Association
By:
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
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: Executive Vice President
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