Terms Agreement to Underwriting Agreement for First Horizon Asset Securities Inc. Mortgage Pass-Through Certificates Series 2004-AA6

Summary

This agreement is between First Horizon Asset Securities Inc. and Morgan Stanley & Co. Incorporated. It sets the terms for Morgan Stanley to purchase specific classes of mortgage pass-through certificates (Series 2004-AA6), which represent interests in a pool of residential mortgage loans. The agreement details the classes, purchase prices, interest rates, and required credit ratings for the certificates. The closing date is November 30, 2004, and the certificates will be treated as REMICs for tax purposes. The agreement supplements a prior underwriting agreement between the parties.

EX-1.4 3 v09597_ex1-4.txt FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2004-AA6 TERMS AGREEMENT (to Underwriting Agreement, dated March 27, 2003, between the Company and the Underwriter) First Horizon Asset Securities Inc. New York, New York 4000 Horizon Way November 23, 2004 Irving, Texas 75063 Morgan Stanley & Co. 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 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 Terms 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%: 1 Principal Interest Class Purchase Class Balance Rate Price Percentage ----- ------- ---- ---------------- B-1 $7,126,000 Variable(1) 100 ###-###-####% B-2 $3,278,000 Variable(1) 99 ###-###-####% B-3 $1,853,000 Variable(1) 96 ###-###-####% (1) The Certificate Rates on the Class B-1, Class B-2 and Class B-3 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, November 30, 2004 (the "Closing Date"). Section 4. Required Ratings: The Offered Certificates shall have received Required Ratings of (i) at least "AA" from Standard and Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc. ("S&P") in the case of the Class B-1 Certificates, (ii) at least "A" from S&P in the case of the Class B-2 Certificates and (iii) at least "BBB" from S&P 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 First Horizon Underwriting Agreement 126149 FHAMS 2004-AA6 Morgan Stanley Terms Letter to Underwriting Agreement 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, MORGAN STANLEY & CO. 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: Wade Walker Title: Senior Vice President FIRST HORIZON HOME LOAN CORPORATION By: ------------------------------- Name: Wade Walker Title: Senior Vice President 3