EXECUTION
FIRSTPLUS HOME LOAN TRUST 1998-5
ASSET-BACKED SECURITIES
TERMS AGREEMENT
---------------
(to Underwriting Agreement
dated September 10, 1997
among the Company, FFI and the Representative
on behalf of the Underwriter)
FIRSTPLUS Investment Corporation August 25, 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 1998-5
Securities solely as it relates to the purchase and sale of the Offered
Securities described below. The Series 1998-5 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 1998-5 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 (2) 6.00% 11.65036%
Class A-2 Notes $148,100,000.00 (3) 99.90000%
Class A-3 Notes 60,500,000.00 6.06% 99.86538%
Class A-4 Notes 87,130,000.00 6.25% 99.80757%
Class A-5 Notes 38,000,000.00 6.35% 99.79519%
Class A-6 Notes 22,800,000.00 6.42% 99.74193%
Class A-7 Notes 47,850,000.00 6.67% 99.66070%
Class A-8 Notes 23,700,000.00 6.82% 99.60435%
Class A-9 Notes 29,450,000.00 7.01% 99.47946%
Class M-1 Notes 68,750,000.00 6.92% 99.29961%
Class M-2 Notes 37,875,000.00 7.31% 99.17782%
Class B-1 Notes 27,720,000.00 8.50% 97.91303%
(1) The Interest Rate will be increased by 0.50% beginning after the Initial
Call Date, as defined in the Memorandum.
(2) The Class A-1 Notes will be interest-only Notes. Interest will accrue on an
aggregate Class Notional Balance equal to $50,000,000.00.
(3) Interest will accrue on the Class A-2 Notes with respect to each Payment
Date at a per annum rate equal to LIBOR for the related Accrual Period plus
0.06%, 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 (or notional) balances of the Classes of Series 1998-5
Securities specified opposite its name below.
Merrill Lynch,
Pierce, Fenner
Bear, Stearns Deutsche Bank & Smith PaineWebber
Class & Co.Inc. Securities Inc. Incorporated Incorporated
----- --------- --------------- ------------ ------------
Class A-1 Notes $12,500,000 $12,500,000 $12,500,000 $12,500,000
Class A-2 Notes 37,025,000 37,025,000 37,025,000 37,025,000
Class A-3 Notes 15,125,000 15,125,000 15,125,000 15,125,000
Class A-4 Notes 21,784,000 21,782,000 21,782,000 21,782,000
Class A-5 Notes 9,500,000 9,500,000 9,500,000 9,500,000
Class A-6 Notes 5,700,000 5,700,000 5,700,000 5,700,000
Class A-7 Notes 11,964,000 11,962,000 11,962,000 11,962,000
Class A-8 Notes 5,925,000 5,925,000 5,925,000 5,925,000
Class A-9 Notes 7,364,000 7,362,000 7,362,000 7,362,000
Class M-1 Notes 17,046,000 17,043,000 17,043,000 17,043,000
Class M-2 Notes 9,471,000 9,468,000 9,468,000 9,468,000
Class B-1 Notes 6,819,000 6,817,000 6,817,000 6,817,000
(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 (or notional)
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,
August 25, 1998 (the "Closing Date").
Section 4. Required Ratings: The Offered Securities, other than the
-----------------
Class A-1, 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 A-1 Notes Shall have received Required Ratings of at least
"AAA" by DCR and Fitch, "AAAr" by S&P and a rating of Aaa by 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,
Bear, Stearns & Co. Inc.
as Representative of the
several Underwriters
By: /s/ Matthew Perkins
-------------------
Name: Matthew Perkins
Title: Managing Director
By:______________________
Name:
Title:
The foregoing Agreement
is hereby confirmed and
accepted as of the date
first above written.
FIRSTPLUS INVESTMENT CORPORATION
By: /s/ Lee F. Reddin
---------------------
Name: Lee F. Reddin
Title: Vice President
FIRSTPLUS FINANCIAL INC.
By: /s/ Lee F. Reddin
---------------------
Name: Lee F. Reddin
Title: Vice President
ACKNOWLEDGED BY:
FIRSTPLUS FINANCIAL GROUP, INC.
By: /s/ Christopher J. Gramlich
---------------------------
Name: Christopher J. Gramlich
Title: Corporate Treasurer