Terms Agreement to Underwriting Agreement for First Horizon Asset Securities Inc. Mortgage Pass-Through Certificates Series 2005-AA6

Summary

This agreement is between First Horizon Asset Securities Inc. and Bear, Stearns & Co. Inc. It sets the terms for Bear Stearns to purchase specific classes of mortgage pass-through certificates (Series 2005-AA6), which represent interests in pools 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 June 30, 2005, and the certificates will be treated for tax purposes as REMICs. The agreement is binding once signed by both parties.

EX-1.3 2 v021086_ex1-3.txt EXECUTION FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-AA6 TERMS AGREEMENT (to Underwriting Agreement, dated July 24, 2002 between the Company and the Underwriter) First Horizon Asset Securities Inc. New York, New York 4000 Horizon Way June 23, 2005 Irving, Texas 75063 Bear, Stearns & Co. 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 2005-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 2005-AA6 Certificates are registered with the Securities and Exchange Commission by means of an effective Registration Statement (No. 333-119657). Capitalized terms used and not defined herein have the meanings given them in the Underwriting Agreement. Section 1. The Mortgage Pools: The Series 2005-AA6 Certificates shall evidence the entire beneficial ownership interest in three 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 June 1, 2005 (the "Cut-off Date"): (a) Aggregate Principal Amount of the Mortgage Pools: Approximately $575,025,376 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 the Mortgage Pools 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 Purchase Class Principal Balance Interest Rate Price Percentage - ----- ------------------ ------------- ---------------- I-A-1 $70,505,000.00 5.4061%(1) 101 ###-###-####% I-A-R $100.00 5.4061%(1) 101 ###-###-####% II-A-1 $312,302,000.00 5.4459%(1) 101.503906250% II-A-2 $45,703,000.00 5.4459%(1) 101.503906250% III-A-1 $107,246,000.00 5.5329%(1) 101.503906250% III-A-2 $4,767,000.00 5.5329%(1) 101.503906250% III-A-IO (2) 0.2280%(1) 101.503906250% (1) The interest rates for these classes of Certificates are variable and will be calculated as described in the Prospectus Supplement. (2) The Class III-A-IO Certificates are notional amount certificates and accrue interest during each interest accrual period on a notional amount. The initial notional amount of the III-A-IO Certificates will be $112,013,000. (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, June 30, 2005 (the "Closing Date"). Section 4. Required Ratings: The Class I-A-1, Class I-A-R, Class II-A-1, Class II-A-2, Class III-A-1, Class III-A-2 and Class III-A-IO Certificates shall have received Required Ratings of at least "AAA" and "Aaa" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and Moody's Investors Service, Inc. ("Moody's"), respectively. 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, BEAR STEARNS & CO., 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: --------------------------------- Name: Alfred Chang Title: Vice President FIRST HORIZON HOME LOAN CORPORATION By: --------------------------------- Name: Terry McCoy Title: Executive Vice President