Terms Agreement to Underwriting Agreement for First Horizon Mortgage Pass-Through Certificates Series 2005-AA4 between First Horizon Asset Securities Inc. and Merrill Lynch

Summary

This agreement is between First Horizon Asset Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. It sets the terms for Merrill Lynch to purchase specific classes of mortgage-backed securities (Series 2005-AA4 Certificates) backed by residential mortgage loans. The agreement details the classes, purchase prices, interest rates, and required credit ratings for the certificates. The closing date is April 29, 2005, and the certificates must receive top credit ratings. The agreement supplements a prior underwriting agreement and becomes binding upon signature by both parties.

EX-1.3 2 v017483_ex1-3.txt EXECUTION FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-AA4 TERMS AGREEMENT (to Underwriting Agreement, dated September 27, 2004 between the Company and the Underwriter) First Horizon Asset Securities Inc. New York, New York 4000 Horizon Way April 22, 2005 Irving, Texas 75063 Merrill Lynch, Pierce, Fenner & Smith Incorporated (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 Alternative Mortgage Securities Trust, Series 2005-AA4 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-AA4 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-AA4 Certificates shall evidence the entire beneficial ownership interest in two pools (the "Mortgage Pools") of primarily 30-year adjustable rate, first lien, fully amortizing, one- to four- family residential mortgage loans (the "Mortgage Loans") having the following characteristics as of April 1, 2005 (the "Cut-off Date"): (a) Aggregate Principal Amount of the Mortgage Pools: Approximately $357,034,127 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 360 months. The original term to maturity of each Mortgage Loan included in Pool II shall range from 240 to 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%: Principal Interest Class Purchase --------- -------- -------------- Class Balance Rate Price Percentage I-A-1 $ 113,458,000.00 Variable(1) 101 ###-###-####% I-A-R $ 100.00 Variable(1) 101 ###-###-####% II-A-1 $ 221,261,000.00 Variable(1) 101 ###-###-####% - -------- (1) The interest rates for these classes of Certificates are 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, April 29, 2005 (the "Closing Date"). Section 4. Required Ratings: The Offered Certificates shall have received Required Ratings of at least "AAA" from Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and Fitch Ratings in the case of the Class I-A-1, Class I-A-R and Class II-A-1 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, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 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