FIRST HORIZON ASSET SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2004-AA6
TERMS AGREEMENT
(to Underwriting Agreement,
dated August 26, 2002
between the Company and the Underwriter)
First Horizon Asset Securities Inc. New York, New York
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ November 23, ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ 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-AA6 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-AA6
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-AA6 Certificates shall
evidence the entire beneficial ownership interest in a pool (the "Mortgage
Pool") of primarily 30-year adjustable 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
$285,056,169 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%:
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Principal Interest Class Purchase
Class Balance Rate Price Percentage
----- -------- ---- ----------------
A-1 $ 252,274,000 Variable(2) 101.890625000%
A-2 16,391,000 Variable 101.890625000%
A-IO (1) Variable
A-R $100 Variable(2) 101.890625000%
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(1) The Class A-IO Certificates are notional amount certificates and
will accrue interest during each interest accrual period on a
notional amount. The initial notional amount of the Class A-IO
Certificates will be approximately $268,665,000.
(2) The pass-through rates on each class of Certificates listed above
for each distribution date will be 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 Offered Certificates shall have received
Required Ratings of (i) at least "AAA" from Standard & Poor's Ratings Services,
a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P"), and "AAA" from Fitch
Ratings ("Fitch").
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:
------------------------
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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