_____________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: September 11, 1998
(Date of earliest event reported)
FIRSTPLUS Investment Corporation
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 333-26527 75-2596063
- ---------------------------- ----------- -------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
377 Howard Hughes Parkway
Suite 300N
Las Vegas, Nevada 89101
- ------------------------- ----------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (702) 892-3772
No Change
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
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Reference is hereby made to the Registrant's Registration
Statement on Form S-3 (File No. 333-26527) pursuant to which
the Registrant registered issuances of FIRSTPLUS Home Loan
Owner Trust asset backed securities, issuable in various
series, for sale in accordance with the provisions of the
Securities Act of 1933, as amended (the "Act"). Reference is
also hereby made to the Prospectus dated September 10, 1997,
and the related Prospectus Supplement, dated August 19, 1998
(collectively, the "Prospectus"), which were previously filed
with the Commission pursuant to Rule 424(b)(5), relating to
the publicly offered FIRSTPLUS Home Loan Owner Trust 1998-5
Asset Backed Securities, Series 1998-5, consisting of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class M-1, Class M-2
and Class B-1 Notes (the "Publicly Offered Securities").
Capitalized terms used but not defined herein have the
meanings assigned to such terms in the Prospectus.
The Publicly Offered Securities were sold to Bear, Stearns &
Co. Inc. ("Bear, Stearns"), Deutsche Bank Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and
PaineWebber Incorporated (collectively, the "Underwriters")
pursuant to the terms of an underwriting agreement dated
September 10, 1997, as supplemented by a terms agreement
dated August 19, 1998, each among Bear, Stearns, as
representative (the "Representative") of the Underwriters
(such underwriting agreement, together with such terms
agreement, the "Underwriting Agreement"), the Registrant,
FIRSTPLUS FINANCIAL, INC. ("FFI") and FIRSTPLUS Financial
Group, Inc. A copy of the Underwriting Agreement is filed
herewith as Exhibit 1.1.
The Notes were issued pursuant to an Indenture dated as of
August 1, 1998 (the "Indenture") among FIRSTPLUS Home Loan
Owner Trust 1998-5 (the "Issuer" or the "Trust") and U.S.
Bank National Association, as Indenture Trustee (the
"Indenture Trustee"). A copy of the Indenture is filed
herewith as Exhibit 4.1.
The Notes are secured by the assets of the Trust pursuant to
the Indenture. The assets of the Trust primarily include a
pool of home loans (the "Home Loans") consisting of loans
which are secured by mortgages, deeds of trust or other
similar security instruments. The Home Loans consist of loans
for which the related proceeds were used to finance (i)
property improvements, (ii) debt consolidation, or (iii) a
combination of property improvements, debt consolidation,
cash-out, credit insurance premiums, origination costs or
other consumer purposes.
The Home Loans were sold by FFI to the Registrant pursuant to
the terms of a Loan Sale Agreement dated as of August 1, 1998
(the "Loan Sale Agreement") and were simultaneously sold by
the Registrant to the Trust pursuant to the Sale and
Servicing Agreement (defined below). A copy of the Loan Sale
Agreement is filed herewith as Exhibit 10.1.
The Home Loans will be serviced by FFI, an affiliate of the
Registrant, pursuant to the terms of a Sale and Servicing
Agreement dated as of August 1, 1998 (the "Sale and Servicing
Agreement") among the Registrant, as Seller, FFI, as
Transferor and Servicer, the Issuer, and U.S. Bank National
Association, as Indenture Trustee and Co-Owner Trustee. A
copy of the Sale and Servicing Agreement is filed herewith as
Exhibit 10.2.
Set forth below is a brief description of certain
characteristics of the Home Loans included in the Home Loan
Pool as of the respective Cut-off Dates of the related Home
Loans.
The Home Loan Pool consists of 17,514 Home Loans having a
Pool Principal Balance as of the respective Cut-Off Dates of
the related Home Loans of $599,999,988.21. The Home Loans (by
Pool Principal Balance as of the applicable Cut-Off Dates)
have the characteristics set forth in the following tables:
HOME LOAN RATE
RANGE OF NUMBER OF PERCENT OF TOTAL
HOME LOAN HOME AGGREGATE BY AGGREGATE
RATES (%) LOANS PRINCIPAL BALANCE ($) PRINCIPAL BALANCE (%)
- ------------- --------- --------------------- ---------------------
8.001 - 9.000 2 $ 60,809.79 0.01%
9.001 - 10.000 162 4,730,108.07 0.79
10.001 - 11.000 564 18,987,977.18 3.16
11.001 - 12.000 3,232 116,485,941.15 19.41
12.001 - 13.000 5,323 186,897,921.61 31.15
13.001 - 14.000 4,252 147,265,820.64 24.54
14.001 - 15.000 2,493 80,988,235.17 13.50
15.001 - 16.000 1,104 33,714,333.61 5.62
16.001 - 17.000 315 9,085,204.30 1.51
17.001 - 18.000 52 1,405,628.34 0.23
18.001 - 19.000 15 378,008.35 0.06
--------- --------------------- ---------------------
TOTAL 17,514 $ 599,999,988.21 100.00%
========= ===================== =====================
The weighted average Home Loan Rate of the Home Loans as of the
Cut-Off Date was approximately 13.207% per annum.
Cut-Off Date Loan Principal Balances
RANGE OF PERCENT OF TOTAL
CUT-OFF DATE NUMBER OF AGGREGATE BY AGGREGATE
PRINCIPAL BALANCE ($) HOME LOANS PRINCIPAL BALANCE($) PRINCIPAL BALANCE (%)
--------------------- ---------- -------------------- ---------------------
0.00 - 10,000.00 46 $ 416,902.70 0.07%
10,000.01 - 20,000.00 2,294 37,788,883.95 6.30
20,000.01 - 30,000.00 5,343 136,877,638.15 22.81
30,000.01 - 40,000.00 5,524 192,206,740.98 32.03
40,000.01 - 50,000.00 2,336 106,707,879.30 17.78
50,000.01 - 60,000.00 840 46,432,603.88 7.74
60,000.01 - 70,000.00 656 42,374,197.54 7.06
70,000.01 - 80,000.00 370 27,606,421.30 4.60
80,000.01 - 90,000.00 51 4,303,488.86 0.72
90,000.01 - 100,000.00 52 5,076,936.18 0.85
100,000.01 + 2 208,295.37 0.03
---------- -------------------- ---------------------
TOTAL 17,514 $ 599,999,988.21 100.00%
========== ==================== =====================
The average principal balance of the Home Loans as of the Cut-Off Date
was approximately $34,258.31.
Original Loan Principal Balances
RANGE OF PERCENT OF TOTAL
PRINCIPAL BALANCES NUMBER OF AGGREGATE BY AGGREGATE
AT ORIGINATION ($) HOME LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE (%)
- --------------------- ---------- ---------------------------- ---------------------
0.00 - 10,000.00 31 $ 293,104.86 0.05%
10,000.01 - 20,000.00 2,256 36,955,465.21 6.16
20,000.01 - 30,000.00 5,335 136,122,861.92 22.69
30,000.01 - 40,000.00 5,548 192,523,069.51 32.09
40,000.01 - 50,000.00 2,355 107,266,076.54 17.88
50,000.01 - 60,000.00 837 46,021,812.92 7.67
60,000.01 - 70,000.00 673 43,343,975.86 7.22
70,000.01 - 80,000.00 372 27,727,480.47 4.62
80,000.01 + 107 9,746,140.92 1.62
---------- ---------------------------- ---------------------
TOTAL 17,514 $ 599,999,988.21 100.00%
========== ============================ =====================
The average principal balance of the Initial Home Loans at origination
was approximately $34,515.57.
Geographic Concentration
PERCENT OF TOTAL
NUMBER OF AGGREGATE BY AGGREGATE
STATE HOME LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE (%)
----------- ---------- --------------------- ---------------------
Alaska 34 $ 1,324,390.80 0.22%
Arizona 499 16,076,921.35 2.68
Arkansas 50 1,763,465.12 0.29
California 2,219 87,220,123.44 14.54
Colorado 397 13,721,406.30 2.29
Connecticut 279 9,883,860.26 1.65
Delaware 110 3,916,239.01 0.65
District of Columbia 11 354,782.27 0.06
Florida 1,168 38,211,436.79 6.37
Georgia 580 19,568,234.06 3.26
Hawaii 3 133,357.89 0.02
Idaho 143 4,582,821.85 0.76
Illinois 405 13,994,690.85 2.33
Indiana 669 21,837,322.93 3.64
Iowa 203 6,775,117.08 1.13
Kansas 227 7,374,698.08 1.23
Kentucky 304 9,565,206.58 1.59
Louisiana 194 6,396,275.42 1.07
Maine 228 7,443,103.94 1.24
Maryland 581 20,647,371.10 3.44
Massachusetts 468 16,103,934.37 2.68
Michigan 518 16,829,097.97 2.80
Minnesota 435 14,688,266.62 2.45
Mississippi 124 3,958,830.85 0.66
Missouri 409 12,127,112.92 2.02
Montana 47 1,554,194.73 0.26
Nebraska 177 5,745,817.56 0.96
Nevada 302 10,821,091.27 1.80
New Hampshire 154 5,411,512.25 0.90
New Jersey 490 17,335,793.16 2.89
New Mexico 193 6,607,472.82 1.10
New York 444 14,943,997.48 2.49
North Carolina 427 13,971,591.09 2.33
North Dakota 27 888,091.79 0.15
Ohio 803 26,648,162.00 4.44
Oklahoma 340 10,521,246.70 1.75
Oregon 170 5,846,788.68 0.97
Pennsylvania 1,095 37,418,033.69 6.24
Rhode Island 106 3,507,909.21 0.58
South Carolina 364 12,204,749.45 2.03
South Dakota 45 1,409,814.29 0.23
Tennessee 230 7,177,190.34 1.20
Texas 2 53,765.56 0.01
Utah 196 6,743,114.51 1.12
Vermont 31 1,044,355.50 0.17
Virginia 813 27,143,918.70 4.52
Washington 528 19,581,031.92 3.26
West Virginia 20 614,237.84 0.10
Wisconsin 208 6,885,025.55 1.15
Wyoming 44 1,423,014.27 0.24
---------- --------------------- ---------------------
TOTAL 17,514 $ 599,999,988.21 100.00%
========== ===================== =====================
Remaining Term to Maturity
PERCENT OF TOTAL
RANGE OF REMAINING NUMBER OF AGGREGATE BY AGGREGATE
TERM TO MATURITY (MONTHS) HOME LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE (%)
- ------------------------------------- ---------- ------------------- ---------------------
1 - 30 1 $ 25,062.73 0.00%
31 - 60 138 2,775,028.91 0.46
61 - 90 94 2,387,688.76 0.40
91 - 120 1,030 28,255,475.81 4.71
121 - 150 34 1,064,217.23 0.18
151 - 180 4,275 135,199,095.45 22.53
181 - 210 11 433,092.17 0.07
211 - 240 1,864 65,408,727.26 10.90
241 - 270 7 273,717.80 0.05
271 - 300 10,060 364,177,882.09 60.70
---------- ------------------- ---------------------
TOTAL 17,514 $ 599,999,988.21 100.00%
========== =================== =====================
The weighted average remaining term to maturity of the Home Loans as
of the Cut-Off Date was approximately 252 months.
Months Since Origination
PERCENT OF TOTAL
AGE NUMBER OF AGGREGATE BY AGGREGATE
(IN MONTHS) HOME LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE (%)
- ----------- ---------- --------------------- ---------------------
0 - 3 8,383 $ 278,804,293.38 46.47%
4 - 6 6,332 220,315,559.37 36.72
7 - 12 2,526 91,045,229.72 15.17
13 - 18 225 7,878,470.26 1.31
19 - 24 41 1,750,932.54 0.29
25 - 30 3 73,770.95 0.01
31 - 42 3 81,781.04 0.01
43 + 1 49,950.95 0.01
---------- --------------------- ---------------------
TOTAL 17,514 $ 599,999,988.21 100.00%
========== ===================== =====================
The weighted average number of months since origination of the Home
Loans as of the Cut-Off Date was approximately 5 months.
CREDIT SCORES*
AGGREGATE PERCENT OF TOTAL
RANGE OF NUMBER OF PRINCIPAL BY AGGREGATE
CREDIT SCORES HOME LOANS BALANCE PRINCIPAL BALANCE
- ------------- ---------- -------------------- -----------------
620 - 639 397 $ 10,832,999.46 1.81%
640 - 659 2,861 89,770,150.90 14.96
660 - 679 5,038 170,089,608.99 28.35
680 - 699 3,705 135,586,425.36 22.60
700 - 719 2,683 94,752,208.49 15.79
720 - 739 1,615 57,261,681.20 9.54
740 - 759 807 27,733,037.98 4.62
760 - 779 324 11,090,328.43 1.85
780 - 799 79 2,710,953.93 0.45
800 + 5 172,593.47 0.03
---------- -------------------- -----------------
TOTAL 17,514 $ 599,999,988.21 100.00%
========== ==================== =================
___________________
*Determined prior to origination of the related Home Loan.
The weighted average Credit Score of the Home Loans as of the Cut-Off Date was
approximately 688.
DEBT-TO-INCOME RATIOS
AGGREGATE PERCENT OF TOTAL
RANGE OF NUMBER OF PRINCIPAL BY AGGREGATE
DEBT-TO-INCOME RATIOS HOME LOANS BALANCE PRINCIPAL BALANCE
- --------------------- ---------- -------------------- -----------------
0.00 - 10.00 11 $ 337,909.97 0.06%
10.01 - 15.00 55 1,787,396.97 0.30
15.01 - 20.00 404 12,454,205.46 2.08
20.01 - 25.00 1,291 41,668,880.52 6.94
25.01 - 30.00 2,549 85,270,383.78 14.21
30.01 - 35.00 3,740 127,950,122.49 21.33
35.01 - 40.00 4,912 168,090,381.78 28.02
40.01 - 45.00 3,128 112,623,042.12 18.77
45.01 - 50.00 1,202 41,893,096.79 6.98
50.01 - 55.00 138 5,055,601.33 0.84
55.01 + 84 2,868,967.00 0.48
---------- -------------------- -----------------
TOTAL 17,514 $ 599,999,988.21 100.00%
========== ==================== =================
The weighted average debt-to-income ratio of the Home Loans as of the Cut-Off
Date was approximately 35.87%.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
----------- -----------
1.1 Underwriting Agreement*
1.2 Underwriting Terms Agreement*
4.1 Indenture*
10.1 Subsequent Transfer Agreement
10.2 Sale and Servicing Agreement**
______________
* Incorporated by reference to the Registrant's Current Report on Form
8-K dated August 25, 1998, filed with the Securities and Exchange
Commission on September 4, 1998 (File No. 333-26527).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
FIRSTPLUS INVESTMENT CORPORATION
By: /s/ Lee F. Reddin
---------------------------
Name: Lee F. Reddin
Title: Vice President
Dated: September 24, 1998
EXHIBIT INDEX
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Exhibit No. Description Page No.
- ----------- ----------- --------
10.1 Subsequent Transfer Agreement
SUBSEQUENT TRANSFER AGREEMENT
This SUBSEQUENT TRANSFER AGREEMENT dated as of September 11, 1998 (this
"Agreement") is entered into by and among FIRSTPLUS FINANCIAL, INC., as
Transferor and Servicer (the "Transferor" and "Servicer"), FIRSTPLUS Investment
Corporation, as Seller (the "Seller"), and FIRSTPLUS Home Loan Owner Trust
1998-5, as Issuer (the "Issuer") and U.S. Bank National Association, as
Indenture Trustee and Co-Owner Trustee (the "Indenture Trustee" and "Co-Owner
Trustee"), with respect to that certain Loan Sale Agreement dated as of August
1, 1998 (the "Loan Sale Agreement") by and between the Transferor and the
Seller, and that certain Sale and Servicing Agreement dated as of August 1, 1998
(the "Sale and Servicing Agreement") by and among the Seller, the Transferor and
Servicer, the Issuer, the Indenture Trustee and the Co-Owner Trustee;
WHEREAS, pursuant to the Loan Sale Agreement and the Sale and Servicing
Agreement, the Transferor, the Seller, the Issuer and the Indenture Trustee
agreed to the sale by the Transferor to the Seller, the sale by the Seller to
the Issuer and the pledge by the Issuer to Indenture Trustee of additional Home
Loans following the Closing Date; and
WHEREAS, the Transferor, the Seller, the Issuer and the Indenture Trustee
desire to enter into this Subsequent Transfer Agreement to reflect the sale,
transfer, assignment, set over, conveyance and grant of certain additional Home
Loans to the Issuer and their pledge to the Indenture Trustee.
NOW, THEREFORE, in consideration of the premises herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
mutually acknowledged, the Transferor, the Seller, the Issuer and the Indenture
Trustee hereby agree as follows:
Section 1. Subsequent Home Loans. The Transferor, the Seller, the Issuer
---------------------
and the Indenture Trustee hereby agree to the sale, transfer, assignment, set
over, conveyance and grant by the Transferor to the Seller, the sale, transfer,
assignment, set over, conveyance and grant by the Seller to the Issuer and the
Grant by the Issuer to the Indenture Trustee of (i) the additional home loans as
described on Attachment 1 attached hereto (the "Subsequent Home Loans") and the
Home Loan Schedule attached hereto as Attachment 2 (the "Home Loan Schedule")
and (ii) the related Trust Receipt. The Home Loan Schedule shall supersede any
Addition Notices for any Subsequent Transfer Agreement insofar as the Home Loan
Schedule relates to the identification of Subsequent Home Loans transferred to
the Issuer. Capitalized terms used and not defined herein have the meanings
assigned to them in the Sale and Servicing Agreement, or if not defined therein,
in the Indenture, dated as of August 1, 1998, between the Issuer and the
indenture Trustee (the "Indenture").
Section 2. Sale by Transferor to Seller of Subsequent Home Loans. The
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Transferor does hereby sell, transfer, assign, set over, convey and Grant to the
Seller:
(i) all of the right, title and interest of the Transferor in and to
each Subsequent Home Loan identified on the Home Loan Schedule,
including without limitation, the Home Loans, the Servicer's Home
Loan Files and the Debt Instruments, the related Trust Receipt,
and all payments on, and proceeds with respect to, such
Subsequent Home Loans received on and after the applicable
Cut-Off Date;
(ii) all right, title and interest of the Transferor in the Mortgages
on the properties securing the Subsequent Home Loans, if any,
including any Mortgaged Property acquired by or on behalf of the
Seller or its successor by foreclosure or deed in lieu of
foreclosure or otherwise;
(iii) all right, title and interest of the Transferor in and to any
rights in or proceeds from any insurance policies (including
title insurance policies) covering the Subsequent Home Loans, the
related Mortgaged Properties or the related Obligors and any
amounts recovered from third parties in respect of any Liquidated
Home Loans; and
(iv) all the proceeds of each of the foregoing.
With respect to each Subsequent Home Loan, the Transferor has delivered or
caused to be delivered to the Seller, each item set forth in Section 2.02 of the
Sale and Servicing Agreement. The transfer to the Seller by the Transferor of
the Subsequent Home Loans identified on the Mortgage Loan Schedule shall be
absolute and is intended by the Transferor and the Seller to constitute and to
be treated as an absolute conveyance and sale by the Transferor. The expenses
and costs relating to the delivery of the Subsequent Home Loans, this Agreement
and the Sale and Servicing Agreement shall be borne by the Transferor.
Additional terms of the sale, including the purchase price, are set forth on
Attachment 1 attached hereto.
Section 3. Sale by Seller to Issuer of Subsequent Home Loans. Upon and
----------------------------------------------------
simultaneous with the purchase by the Seller from the Transferor of the
Subsequent Home Loans, the Seller does hereby sell, transfer, assign, set over,
convey and Grant to the Issuer:
(i) all of the right, title and interest of the Seller in and to each
Subsequent Home Loan identified on the Home Loan Schedule,
including without limitation, the Home Loans, the Servicer's Home
Loan Files and the related Debt Instruments, the related Trust
Receipt, and all payments on, and proceeds with respect to, such
Subsequent Home Loans received on and after the applicable
Cut-off Date;
(ii) all right, title and interest of the Seller in the Mortgages on
the properties securing the Subsequent Home Loans, if any,
including any Mortgaged Property acquired by or on behalf of the
Issuer by foreclosure or deed in lieu of foreclosure or
otherwise;
(iii) all right, title and interest of the Seller in and to any rights
in or proceeds from any insurance policies (including title
insurance policies) covering the Subsequent Home Loans, the
related Mortgaged Properties or the related Obligors and any
amounts recovered from third parties in respect of any Liquidated
Home Loans; and
(iv) all the proceeds of each of the foregoing.
With respect to each Subsequent Home Loan, the Seller has delivered or
caused to be delivered to the Issuer, each item set forth in Section 2.02 of the
Sale and Servicing Agreement. The transfer to the Issuer by the Seller of the
Subsequent Home Loans identified on the Mortgage Loan Schedule shall be absolute
and is intended by the Seller, the Transferor, the Issuer, the
Certificateholders and the Noteholders to constitute and to be treated as an
absolute conveyance and sale by the Seller. The expenses and costs relating to
the delivery of the Subsequent Home Loans, this Agreement and the Sale and
Servicing Agreement shall be borne by the Seller to the extent that the same are
not paid by the Transferor. Additional terms of the sale, including the purchase
price, are set forth on Attachment 1 attached hereto.
Section 4. Grant by Issuer to Indenture Trustee of Subsequent Home Loans.
-------------------------------------------------------------
Upon and simultaneous with the purchase by the Seller from the Transferor
of the Subsequent Home Loans and the purchase by the Issuer from the Seller of
the Subsequent Home Loans, and pursuant to the terms of the Indenture, the
Issuer does hereby Grant to the Indenture Trustee:
(i) all of the right, title and interest of the Issuer in and to each
Subsequent Home Loan identified on the Home Loan Schedule,
including without limitation, the Home Loans, the Servicer's Home
Loan Files and the Debt Instruments, the related Trust Receipt,
and all payments on, and proceeds with respect to, such
Subsequent Home Loans received on and after the applicable
Cut-off Date;
(ii) all right, title and interest of the Issuer in the Mortgages on
the properties securing the Subsequent Home Loans, if any,
including any Mortgaged Property acquired by or on behalf of the
Issuer by foreclosure or deed in lieu of foreclosure or
otherwise;
(iii) all right, title and interest of the Issuer in and to any rights
in or proceeds from any insurance policies (including title
insurance policies) covering the Subsequent Home Loans, the
related Mortgaged Properties or the related Obligors and any
amounts recovered from third parties in respect of any Liquidated
Home Loans; and
(iv) all the proceeds of each of the foregoing.
Section 5. Representations and Warranties; Conditions Precedent.
----------------------------------------------------
(a) The Transferor hereby makes the representations, warranties and
covenants set forth in Sections 3.02 and 3.04 of the Sale and Servicing
Agreement with respect to the Subsequent Home Loans as of the date hereof and
the applicable Subsequent Transfer Date, and the Transferor hereby confirms that
with respect to the sale by the Transferor to the Seller of the Subsequent Home
Loans each of the conditions set forth in Sections 2.02 of the Sale and
Servicing Agreement for such sale have been satisfied as of the date hereof and
the applicable Subsequent Transfer Date. In addition, the Transferor hereby
reconfirms the accuracy of the representations and warranties set forth in
Section 3.03 of the Sale and Servicing Agreement with respect to the Subsequent
Home Loans as of the date hereof and the applicable Subsequent Transfer Date.
In reliance upon the representations, warranties and covenants made by the
Transferor in the preceding subsection (a) and in the Officer's Certificate of
the Transferor dated as of the date hereof, the Seller hereby affirms the
representations, warranties and covenants set forth in Section 3.01 of the Sale
and Servicing Agreement with respect to the Subsequent Home Loans as of the date
hereof and the applicable Subsequent Transfer Date, and the Seller hereby
confirms that each of the conditions set forth in Sections 2.02 and 3.04 of the
Sale and Servicing Agreement are satisfied as of the date hereof and the
applicable Subsequent Transfer Date.
All terms and conditions of the Sale and Servicing Agreement are hereby
ratified and confirmed; provided however, that in the event of any conflict the
provisions of this Agreement shall control over the conflicting provisions of
the Sale and Servicing Agreement.
Section 6. Recordation of Agreement. This Agreement is subject to
--------------------------
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public recording
office or elsewhere, such recordation to be effected by the Transferor, at its
expense, in the event such recordation materially and beneficially affects the
interests of the Noteholders or the Certificateholders.
Section 7. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
--------------
WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
Section 8. Successors and Assigns. This Agreement shall inure to the
------------------------
benefit of and be binding upon the Transferor, the Seller, the Issuer, the
Indenture Trustee and their respective successors and permitted assigns.
Section 9. Counterparts. This Agreement may be executed in one or more
------------
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the Transferor, the Seller, the Issuer and the
Indenture Trustee have caused this SUBSEQUENT TRANSFER AGREEMENT to be signed by
their respective officers thereunto duly authorized, as of the day and year
first above written.
FIRSTPLUS FINANCIAL, INC.,
as Transferor
By:
---------------------------------------
Name:
Title:
FIRSTPLUS INVESTMENT CORPORATION,
as Seller
By:
---------------------------------------
Name:
Title:
FIRSTPLUS HOME LOAN OWNER TRUST 1998-5
By: Wilmington Trustee Company as Owner Trustee
By:
---------------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
as Indenture Trustee
By:
---------------------------------------
Name:
Title:
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, a Notary Public, on this day
personally appeared ____________________________________, known to me to be the
person and officer whose name subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said FIRSTPLUS FINANCIAL,
INC., a Texas corporation, and that he executed the same as the act of such
corporation for the purposes and consideration therein expressed, and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _____ day of
___________________, 199_.
____________________________________________
Notary Public, State of Texas
My commission expires:
________________________. (printed name)
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, a Notary Public, on this day
personally appeared ____________________________________, known to me to be the
person and officer whose name subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said FIRSTPLUS INVESTMENT
CORPORATION, a Nevada corporation, and that he executed the same as the act of
such corporation for the purposes and consideration therein expressed, and in
the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _____ day of
___________________, 199_.
____________________________________________
Notary Public, State of Texas
My commission expires:
________________________. (printed name)
THE STATE OF DELAWARE )
)
COUNTY OF NEWCASTLE )
BEFORE ME, the undersigned authority, a Notary Public, on this day
personally appeared _______________________________________, known to me to be
the person and officer whose name subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said FIRSTPLUS Home Loan
Owner Trust 1998-5, as Issuer, and that he executed the same as the act of such
association for the purposes and consideration therein expressed, and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _____ day of
___________________, 199_.
____________________________________________
Notary Public, State of Delaware
My commission expires:
____________________. (printed name)
THE STATE OF MINNESOTA )
)
COUNTY OF RAMSEY )
BEFORE ME, the undersigned authority, a Notary Public, on this day
personally appeared _______________________________________, known to me to be
the person and officer whose name subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said U.S. BANK NATIONAL
ASSOCIATION, as Indenture Trustee, and that she executed the same as the act of
such association for the purposes and consideration therein expressed, and in
the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _____ day of
__________________, 199_.
____________________________________________
Notary Public, State of Minnesota
My commission expires:
________________________. (printed name)
ATTACHMENT 1
1. Transfer Source of Subsequent Mortgage Loans: FIRSTPLUS FINANCIAL, INC.
Subsequent Transfer Date: September 11, 1998
Cut-Off Date: August 31, 1998
Aggregate Outstanding Principal Balance
of Subsequent Mortgage Loans: $[[100,000,000.00]]
Purchase Price for Subsequent
Mortgage Loans: $[[100,000,000.00]]
2. Transfer Source of Subsequent Mortgage Loans: ______________________
Subsequent Transfer Date: ______________________
Cut-Off Date: ______________________
Aggregate Outstanding Principal Balances
of Subsequent Mortgage Loans: ______________________
Purchase Price for Subsequent
Mortgage Loans: ______________________
3. Transfer Source of Subsequent Mortgage Loans: ______________________
Subsequent Transfer Date: ______________________
Cut-Off Date: ______________________
Aggregate Outstanding Principal Balances
of Subsequent Mortgage Loans: ______________________
Purchase Price for Subsequent
Mortgage Loans: ______________________
ATTACHMENT 2
Home Loan Schedule