Terms Agreement to Underwriting Agreement for First Horizon Mortgage Pass-Through Certificates Series 2005-8

Summary

This agreement is between First Horizon Asset Securities Inc., FTN Financial Capital Markets (a division of First Tennessee Bank National Association), and First Horizon Home Loan Corporation. It sets the terms for the purchase and sale of specific classes of mortgage pass-through certificates backed by residential mortgage loans. The agreement details the classes, interest rates, purchase prices, and required credit ratings for the certificates. The closing date is December 29, 2005, and the trust assets will be treated as a REMIC for tax purposes.

EX-1.3 2 v032871_ex1-1.txt EXECUTION FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-8 TERMS AGREEMENT --------------- (to Underwriting Agreement, dated November 20, 2003 between the Company and the Underwriter) First Horizon Asset Securities Inc. Memphis, Tennessee 4000 Horizon Way December 22, 2005 Irving, Texas 75063 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 2005-8 Certificates (the "Series 2005-8 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 2005-8 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 Pools: The Series 2005-8 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 December 1, 2005 (the "Cut-off Date"): (a) Aggregate Principal Amount of the Mortgage Pools: Approximately $310,975,601 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 Pool I shall be between 240 and 360 months. The original term to maturity of each Mortgage Loan in Pool II shall be 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%: 172179 FHASI 2005-8 FTN Terms to Underwriting Agreement Class Principal Class Purchase Class Balance Interest Rate Price Percentage - ----- ------- ------------- ---------------- I-A-1 $ 27,500,000.00 5.7500% 98.640625000% I-A-2 $ 100,000,000.00 5.7500% 98.640625000% I-A-3 $ 38,000,000.00 5.7500% 98.640625000% I-A-4 $ 1,558,000.00 5.7500% 98.640625000% I-A-5 $ 11,883,000.00 5.7500% 98.640625000% I-A-6 $ 5,000,000.00 5.7500% 98.640625000% I-A-7 $ 15,000,000.00 5.7500% 98.640625000% I-A-8 $ 20,000,000.00 5.7500% 98.640625000% I-A-9 $ 11,175,000.00 5.7500% 98.640625000% I-A-10 $ 20,000,000.00 5.7500% 98.640625000% I-A-11 $ 13,825,000.00 5.7500% 98.640625000% I-A-R $ 100.00 5.7500% 98.640625000% II-A-1 $ 34,321,000.00 5.2500% 98.609375000% (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, December 29, 2005 (the "Closing Date"). Section 4. Required Ratings: The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-R and Class II-A-1 Certificates shall have received Required Ratings of at least "AAA" by each of Fitch, Inc. ("Fitch") and Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. Section 5. Tax Treatment: One or more elections will be made to treat the assets of the Trust Fund as a REMIC. 172179 FHASI 2005-8 FTN Terms to Underwriting Agreement 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, FTN FINANCIAL CAPITAL MARKETS, a division of First Tennessee Bank National Association By: -------------------------------------- Name: Wade Walker 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: -------------------------------- Name: Alfred Chang Title: Vice President FIRST HORIZON HOME LOAN CORPORATION By: -------------------------------- Name: Terry McCoy Title: Executive Vice President 172179 FHASI 2005-8 FTN Terms to Underwriting Agreement