Terms Agreement to Underwriting Agreement for First Horizon Mortgage Pass-Through Certificates Series 2005-7 (Goldman Sachs & Co. and First Horizon Asset Securities Inc.)

Summary

This agreement is between First Horizon Asset Securities Inc. and Goldman, Sachs & Co. It sets the terms for Goldman Sachs to purchase specific classes of mortgage pass-through certificates backed by a pool of residential mortgage loans. The agreement details the classes, interest rates, principal balances, purchase prices, and required credit ratings for the certificates. The closing date is October 28, 2005, and the certificates will be treated as REMICs for tax purposes. The agreement supplements a prior underwriting agreement and becomes binding upon signature by both parties.

EX-1.4 3 v028342_ex1-4.txt EXHIBIT 1.4 FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-7 TERMS AGREEMENT (to Underwriting Agreement, dated September 26, 2005, between the Company and the Underwriter) First Horizon Asset Securities Inc. New York, New York 4000 Horizon Way October 24, 2005 Irving, Texas 75063 Goldman, Sachs & Co. (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 Class Purchase Class Principal Balance Interest Rate Price Percentage ----- ----------------- ------------- ---------------- B-1 $ 4,412,000.00 5.500% 97 ###-###-####% B-2 $ 1,261,000.00 5.500% 96 ###-###-####% B-3 $ 630,000.00 5.500% 91 ###-###-####% (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 (i) at least "AA" from Fitch, Inc. ("Fitch"), in the case of the Class B-1 Certificates, (ii) at least "A" from Fitch, in the case of the Class B-2 Certificates, and (iii) 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, GOLDMAN, SACHS & CO. By: ------------------------------ (Goldman, Sachs & Co.) The foregoing Agreement is hereby confirmed and accepted as of the date first above written. FIRST HORIZON ASSET SECURITIES INC. By: --------------------------------- Name: Alfred Chang Title: Vice President FIRST HORIZON HOME LOAN CORPORATION By: --------------------------------- Name: Terry McCoy Title: Executive Vice President 3