Exhibit 1.2
EXECUTION
FIRSTPLUS HOME LOAN TRUST 1998-4
ASSET-BACKED SECURITIES
TERMS AGREEMENT
(to Underwriting Agreement
dated May 13, 1998
among the Company, FFI and the Representative
on behalf of the Underwriter)
FIRSTPLUS Investment Corporation June 18, 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
1998-4 Securities solely as it relates to the purchase and sale of the Offered
Securities described below. The Series 1998-4 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 1998-4 Securities
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
issued as follows:
(a) Classes: The Offered Securities shall be issued
with the following Class designations, interest rates and
principal balances, subject in the aggregate to the variance
referred to in the Final Prospectus:
Principal Interest Class Purchase
Class Balance Rate(1) Price Percentage
----- ------- ------- ----------------
Class A-1 Notes $173,836,000.00 (2) 99.900000%
Class A-2 Notes 37,456,000.00 6.12% 99.860067%
Class A-3 Notes 77,898,000.00 6.24% 99.823166%
Class A-4 Notes 46,039,000.00 6.32% 99.793296%
Class A-5 Notes 17,773,000.00 6.38% 99.717823%
Class A-6 Notes 52,149,000.00 6.61% 99.680443%
Class A-7 Notes 20,123,000.00 6.80% 99.636215%
Class A-8 Notes 32,256,000.00 6.99% 99.515700%
Class M-1 Notes 68,175,000.00 6.80% 99.313554%
Class M-2 Notes 37,875,000.00 7.19% 99.190518%
Class B-1 Notes 27,270,000.00 8.21% 99.097084%
(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 0.04%, 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 1998-4 Securities
specified opposite its name below
Merrill Lynch,
Deutsche Bank Pierce, Fenner &
Securities Inc. Smith Incorporated PaineWebber Incorporated
Class Bear, Stearns
& Co. Inc
Class A-1 Notes $43,459,000 $43,459,000 $43,459,000 $43,459,000
Class A-2 Notes 9,364,000 9,364,000 9,364,000 9,364,000
Class A-3 Notes 19,474,500 19,474,500 19,474,500 19,474,500
Class A-4 Notes 11,509,750 11,509,750 11,509,750 11,509,750
Class A-5 Notes 4,443,250 4,443,250 4,443,250 4,443,250
Class A-6 Notes 13,037,250 13,037,250 13,037,250 13,037,250
Class A-7 Notes 5,030,750 5,030,750 5,030,750 5,030,750
Class A-8 Notes 8,064,000 8,064,000 8,064,000 8,064,000
Class M-1 Notes 17,043,750 17,043,750 17,043,750 17,043,750
Class M-2 Notes 9,468,750 9,468,750 9,468,750 9,468,750
Class B-1 Notes 6,817,500 6,817,500 6,817,500 6,817,500
(b) The Offered Securities shall have such other
characteristics as described in the related Final Prospectus.
Section 3. Purchase Price: The Purchase Price for each Class
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 plus accrued interest at the applicable interest rate per annum of each
such Class from and including the Cut-off Date up to, but not including, June
24, 1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Securities, other
than the Class M-1 and Class M-2 Notes, shall have received Required Ratings of
at least "AAA" by Duff & Phelps Credit Rating Co. ("DCR"), Fitch IBCA, Inc.
("Fitch") and Standard & Poor's Rating Services, a division of the McGraw-Hill
Companies, Inc. ("S&P") and a rating of Aaa by Moody's Investors Service, Inc.
(Moody's). The Class M-1 and Class M-2 Notes shall have received Required
Ratings of at least "AA" and "A" respectively, from DCR, Fitch and S&P and "Aa2"
and "A2" respectively from Moody's. The Class B-1 Notes shall have received
Required Ratings of at least "BBB" from DCR and Fitch, "BBB-" from S&P and
"Baa3" from Moody's.
Section 5. Underwriter-Provided Information: The Company
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 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,
Deutsche Bank Securities Inc.
as Representative of the several
Underwriters
By:___________________________
Name:
Title:
By:___________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
FIRSTPLUS INVESTMENT CORPORATION
By: ____________________________________
Name:
Title:
FIRSTPLUS FINANCIAL INC.
By: ____________________________________
Name:
Title:
ACKNOWLEDGED BY:
FIRSTPLUS FINANCIAL GROUP, INC.
By: _____________________________________
Name:
Title: