EXHIBIT 1.1
EXECUTION
FIRSTPLUS HOME LOAN TRUST 1998-1
ASSET-BACKED SECURITIES
TERMS AGREEMENT
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(to Underwriting Agreement,
dated June 12, 1997
among the Company, FFI, FFG and the Representative)
FIRSTPLUS Investment Corporation January 30, 1998
3773 Howard Hughes Parkway
Suite 300N
Las Vegas, Nevada 89109
FIRSTPLUS Financial Inc.
1600 Viceroy
Dallas, Texas 75235
This letter supplements and modifies the captioned Underwriting
Agreement (the "Underwriting Agreement") with respect to the Series 1998-1
Securities solely as it relates to the purchase and sale of such Offered
Securities described below. The Series 1998-1 Securities are registered with
the Securities and Exchange Commission by means of an effective Registration
Statement (No. 333-26527). Capitalized terms used and not defined herein
have the meanings given them in the Underwriting Agreement.
Section 1. The Home Loan Pool: The Series 1998-1 Securities
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shall evidence the entire beneficial ownership interest in a mortgage pool
(the "Home Loan Pool") of mortgage loans (the "Home Loans") having the
characteristics described in the Prospectus Supplement dated the date hereof.
Section 2. The Securities: The Offered Securities shall be
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issued as follows:
(a) Classes: The Offered Securities shall be issued with the
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following Class designations, interest rates and principal balances, subject
In the aggregate to the variance referred to in the Prospectus Supplement:
Principal Interest Class Purchase
Class Balance Rate(1) Price Percentage
Class A-1 Notes $126,758,000 (2) 99.90000%
Class A-2 Notes $43,036,000 5.97% 99.86001%
Class A-3 Notes $ 80,263,000 6.04% 99.82022%
Class A-4 Notes $ 25,881,000 6.20% 99.78588%
Class A-5 Notes $ 21,180,000 6.25% 99.74885%
Class A-6 Notes $ 33,700,000 6.61% 99.67523%
Class A-7 Notes $ 20,746,000 6.88% 99.63571%
Class A-8 Notes $ 20,873,500 7.09% 99.56857%
Class M-1 Notes $ 66,912,500 6.95% 99.27109%
Class M-2 Notes $ 29,037,500 7.15% 99.22966%
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(1) The Interest Rate will be increased by 0.50% beginning after the Initial
Call Date, as defined in the Memorandum.
(2) Interest will accrue on the Class A-1 Notes with respect to each Payment
Date at a per annum rate equal to LIBOR for the related Accrual Period
plus 0.14%, subject to a maximum rate equal to the Net Weighted Average
Rate. Capitalized terms are as defined in the Prospectus Supplement.
Each of the Underwriters agrees, severally and not jointly, subject to
the terms and provisions herein and of the captioned Underwriting Agreement,
to purchase the principal balances of the Classes of Series 1998-1 Securities
specified opposite its name below.
Merrill Lynch,
PaineWebber Bear, Stearns Deutsche Morgan Pierce, Fenner
Class Incorporated & Co. Inc. Grenfell Inc. & Smith Incorporated
- ----- ------------ ------------- --------------- --------------------
Class A-1 $31,689,500 $31,689,500 $31,689,500 $31,689,500
Notes
Class A-2 $10,759,000 $10,759,000 $10,759,000 $10,759,000
Notes
Class A-3 $20,065,750 $20,065,750 $20,065,750 $20,065,750
Notes
Class A-4 $6,470,250 $6,470,250 $6,470,250 $6,470,250
Notes
Class A-5 $5,295,000 $5,295,000 $5,295,000 $5,295,000
Notes
Class A-6 $8,425,000 $8,425,000 $8,425,000 $8,425,000
Notes
Class A-7 $5,186,500 $5,186,500 $5,186,500 $5,186,500
Notes
Class A-8 $5,218,375 $5,218,375 $5,218,375 $5,218,375
Notes
Class M-1 $16,728,125 $16,728,125 $16,728,125 $16,728,125
Notes
Class M-2 $7,259,375 $7,259,375 $7,259,375 $7,259,375
Notes
(b) The Offered Securities shall have such other characteristics
as described in the Prospectus Supplement.
Section 3. Purchase Price: The Purchase Price for each Class
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of the Offered Securities shall be the Class Purchase Price Percentage
therefor (as set forth in Section 2(a) above) of the initial class principal
balance thereof.
Section 4. Required Ratings: The Offered Securities, other
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than the Class M-1 and Class M-2 Notes, shall have received Required Ratings
of at least "AAA" by each of Duff & Phelps Credit Rating Co. ("DCR"),
Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
Inc. ("S&P") and Fitch IBCA, Inc. ("Fitch" and, together with DCR and S&P,
the "Rating Agencies"). The Class M-1 and Class M-2 Notes and shall have
received Required Ratings of at least "AA" and "A", respectively, from each
of the Rating Agencies.
Section 5. Underwriter-Provided Information: The Company
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acknowledges that the information set forth in (a) the first sentence of the
last paragraph on the cover page of the Prospectus Supplement, (b) the first
sentence of the last paragraph on page "iii" of the Prospectus Supplement,
(c) the first table under the caption "Underwriting" and the first paragraph
immediately thereafter in the Prospectus Supplement and (d) the second table
under the caption "Underwriting" and the first, second and fifth paragraphs
immediately thereafter in the Prospectus Supplement, as such information
relates to the Securities, constitute the only information furnished in
writing by or on behalf of the Underwriters for inclusion in such Prospectus
Supplement.
Section 6. Location of Closing: Brown & Wood LLP, 815
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Connecticut Avenue, N.W., Washington, D.C. 20006.
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 Underwriters and the Company.
Very truly yours,
PAINEWEBBER INCORPORATED
as Representative of the several Underwriters
By: /s/ James Rothman
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Name: James Rothman
Title: Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
FIRSTPLUS INVESTMENT CORPORATION
By: /s/ Lee Reddin
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Name: Lee F. Reddin
Title: Vice President
FIRSTPLUS FINANCIAL INC.
By: /s/ Lee F. Reddin
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Name: Lee F. Reddin
Title: Vice President
Acknowledged by:
FIRSTPLUS FINANCIAL GROUP, INC.
By: /s/ Christopher J. Gramlich
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Name: Christopher J. Gramlich
Title: Senior Vice President