FIRSTPLUS INVESTMENT CORP
8-K, 1998-07-28
ASSET-BACKED SECURITIES
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                      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: July 15, 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
              (Former Name or Former Address, if Changed Since Last Report)

         Item 5.  Other Events

                  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 June 18, 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  1998-4  Asset  Backed   Securities,   Series  1998-4,
                  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 M-1,
                  Class M-2 and Class B-1 Asset  Backed  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 Deutsche Bank
                  Securities Inc. ("Deutsche Bank"), Bear, Stearns & Co. Inc.,
                  Merrill  Lynch,  Pierce,  Fenner  & Smith  Incorporated  and
                  PaineWebber Incorporated (collectively,  the "Underwriters")
                  pursuant to the terms of an underwriting agreement dated May
                  13, 1998, as  supplemented  by a terms  agreement dated June
                  18, 1998, each among Deutsche Bank, 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
                  June 1, 1998 (the  "Indenture")  among  FIRSTPLUS  Home Loan
                  Owner Trust  1998-4 (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 June 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 June 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 June 30, 1998 Cut-off Date.

                  The Home Loan Pool  consists of 19,220  Home Loans  having a
                  Pool Principal Balance as of the respective Cut-Off Dates of
                  the related Home Loans of  $597,161,004.  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%            1       $     17,212                   0.00%
9.001 - 10.000           75          1,957,585                   0.33
10.001 - 11.000         415         13,144,258                   2.20
11.001 - 12.000       3,667        121,787,808                  20.39
12.001 - 13.000       4,089        129,047,523                  21.61
13.001 - 14.000       4,778        150,054,215                  25.13
14.001 - 15.000       3,510        103,638,107                  17.36
15.001 - 16.000       2,044         59,905,350                  10.03
16.001 - 17.000         538         15,062,163                   2.52
17.001 - 18.000          85          2,071,603                   0.35
18.001 - 19.000          18            475,180                   0.08
                     ------       ------------            -----------
     TOTAL           19,220       $597,161,004                 100.00%
                     ======       ============            ===========

          The  weighted  average  Home Loan  Rate of the Home  Loans as of the
Cut-Off Date was approximately 13.51% 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 (%)
- ---------------------  ----------    --------------------  ---------------------
  0.01 - 10,000.00         80               723,616                0.12%
10,000.01 - 20,000.00    2,789            45,865,923                7.68
20,000.01 - 30,000.00    6,610            169,294,038              28.35
30,000.01 - 40,000.00    6,586            229,174,530              38.38
40,000.01 - 50,000.00    2,459            111,734,107              18.71
50,000.01 - 60,000.00     508             27,838,139                4.66
60,000.01 - 70,000.00     156             10,122,940                1.70
70,000.01 - 80,000.00      32              2,407,711                0.40
                           --           ---------------          -------
        TOTAL            19,220          $597,161,004             100.00%
                         ======          ============             =======

         The  average  principal  balance of the Home Loans as of the  Cut-Off
Date was approximately $31,070.

                       Original Loan Principal Balances

                                                             PERCENT OF TOTAL
        RANGE OF                                                BY AGGREGATE
   PRINCIPAL BALANCES     NUMBER OF       AGGREGATE        PRINCIPAL BALANCE (%)
   AT ORIGINATION ($)    HOME LOANS   PRINCIPAL BALANCE
    0.01 - 10,000.00         57            554,102                   0.09
 10,000.01 - 20,000.00      2,752        44,945,512                  7.53
 20,000.01 - 30,000.00      6,595        168,317,248                28.19
 30,000.01 - 40,000.00      6,622        229,759,468                38.48
 40,000.01 - 50,000.00      2,483        112,514,584                18.84
 50,000.01 - 60,000.00       519         28,302,494                  4.74
 60,000.01 - 70,000.00       160         10,359,885                  1.73
 70,000.01 - 80,000.00       32           2,407,711                  0.40
                         ----------    ---------------           --------
         Total             19,220       $597,161,004               100.00%
                           ======       ============              -------

         The  average   principal   balance  of  the  Initial  Home  Loans  at
origination was approximately $31,321.


                           Geographic Concentration

                                                            PERCENT OF TOTAL
                        NUMBER OF        AGGREGATE            BY AGGREGATE
STATE                   HOME LOANS   PRINCIPAL BALANCE   PRINCIPAL BALANCE (%)
Alabama                     3              64,198                0.01
Alaska                     50           1,797,077                0.30
Arizona                   425          12,549,985                2.10
Arkansas                  228           7,181,137                1.20
California               2,482         82,860,148               13.88
Colorado                  365          11,360,191                1.90
Connecticut               268           8,689,401                1.46
Delaware                   84           2,731,157                0.46
District of Columbia       6             134,435                 0.02
Florida                  1,233         36,969,854                6.19
Georgia                   568          17,559,267                2.94
Hawaii                     2             59,667                  0.01
Idaho                     176           5,239,594                0.88
Illinois                  542          15,259,304                2.56
Indiana                   508          15,628,844                2.62
Iowa                      133           4,288,661                0.72
Kansas                    344          10,387,767                1.74
Kentucky                  272           8,268,732                1.38
Louisiana                 268           8,133,495                1.36
Maine                     186           5,676,847                0.95
Maryland                  507          15,887,966                2.66
Massachusetts             507          16,035,085                2.69
Michigan                  857          26,369,030                4.42
Minnesota                 468          14,639,196                2.45
Mississippi               113           3,589,415                0.60
Missouri                  948          28,151,097                4.71
Montana                    33            965,797                 0.16
Nebraska                  185           5,687,425                0.95
Nevada                    257           7,832,320                1.31
New Hampshire              79           2,408,296                0.40
New Jersey                528          16,071,073                2.69
New Mexico                229           7,170,086                1.20
New York                  279           9,190,765                1.54
North Carolina            695          21,296,937                3.57
North Dakota               18            540,199                 0.09
Ohio                     1,013         32,122,238                5.38
Oklahoma                  316           9,610,250                1.61
Oregon                    141           4,255,527                0.71
Pennsylvania             1,264         39,293,199                6.58
Rhode Island              108           3,469,692                0.58
South Carolina            384          11,422,484                1.91
South Dakota               31            994,655                 0.17
Tennessee                 280           8,010,809                1.34
Texas                      2             58,680                  0.01
Utah                      161           4,760,641                0.80
Vermont                    28            891,088                 0.15
Virginia                  825          24,935,667                4.18
Washington                568          18,416,594                3.08
West Virginia              5             156,555                 0.03
Wisconsin                 207           6,764,200                1.13
Wyoming                    41           1,324,279                0.22
                       ----------     -------------            ------
 Total                   19,220       $597,161,004             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 (%)
- -------------------------   ----------   ----------------- ---------------------
       0 - 30                    1                 8,466              0.00
       31 - 60                 169             3,339,680              0.56
       61 - 90                  78             1,760,076              0.29
       91 - 120              1,128            28,467,609              4.77
       121 - 150                38               997,574              0.17
       151 - 180             3,635           108,291,742             18.13
       181 - 210                11               323,066              0.05
       211 - 240             1,838            57,859,761              9.69
       241 - 270                 1                32,422              0.01
       271 - 300            12,321           396,080,608             66.33
                            ------           -----------           -------
   Total.................   19,220           597,161,004            100.00
                            ======           ===========            ======

         The weighted average  remaining term to maturity of the Home Loans as
of the Cut-Off Date was approximately 258 months.

                                             Months Since Origination

                                                              PERCENT OF TOTAL
         AGE             NUMBER OF         AGGREGATE           BY AGGREGATE
     (IN MONTHS)         HOME LOANS    PRINCIPAL BALANCE   PRINCIPAL BALANCE (%)
     -----------         ----------    -----------------   ---------------------
      0 - 3                10,534        331,303,684             55.48
      4 - 6                 6,888        209,860,013             35.14
      7 - 12                1,296         39,855,822              6.67
      13 - 18                 476         15,368,366              2.57
      19 - 24                  21            629,314              0.11
      25 - 30                   1             38,475              0.01
      31 - 42                   4            105,329              0.02
                          -------        -----------            ------
Total                      19,220        597,161,004            100.00
                           ======        ===========            ======

         The weighted  average number of months since  origination of the Home
Loans as of the Cut-Off Date was approximately 4 months.


                                CREDIT SCORES*

                                                   AGGREGATE  PERCENT OF TOTAL
                RANGE OF             NUMBER OF     PRINCIPAL    BY AGGREGATE
              CREDIT SCORES          HOME LOANS     BALANCE   PRINCIPAL BALANCE
              -------------          ----------     -------   -----------------
620 to 639......................         507       12,761,541        2.14
640 to 659......................       3,926      115,829,585       19.40
660 to 679......................       3,966      121,577,998       20.36
680 to 699......................       3,997      127,511,636       21.35
700 to 719......................       3,663      119,020,098       19.93
720 to 739......................       1,908       61,004,572       10.22
740 to 759......................         901       28,952,986        4.85
760 to 779......................         276        8,300,703        1.39
780 to 799......................          66        1,899,373        0.32
800 or more.....................          10          302,512        0.05
                                  ----------     ------------     -------
         Total..................      19,220     $597,161,004        100%
                                  ==========     ============     =======
- ---------------------------
*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 689.

                             DEBT-TO-INCOME RATIOS

                                             AGGREGATE       PERCENT OF TOTAL
          RANGE OF          NUMBER OF        PRINCIPAL         BY AGGREGATE
    DEBT-TO-INCOME RATIOS   HOME LOANS        BALANCE      PRINCIPAL BALANCE
    ---------------------   ----------       ---------     -----------------
Up to 10..................      15      $      473,508                0.08%
11 to 15..................      93           2,606,740                0.44
16 to 20..................     556          16,072,752                2.69
21 to 25..................   1,455          44,307,890                7.42
26 to 30..................   2,946          90,179,177               15.10
31 to 35..................   4,279         132,366,696               22.17
36 to 40..................   5,001         158,558,708               26.55
41 to 45..................   3,572         112,835,437               18.90
46 to 50..................   1,291          39,448,457                6.61
51 to 55..................      12             311,639                0.05
                               ---      --------------       -------------
         Total............  19,220      $  597,161,004                100%
                            ======      ==============       ============

The weighted average  debt-to-income ratio of the Home Loans as of the Cut-Off
Date was approximately 35.23%.


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


                                  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:  July ___, 1998


                                 EXHIBIT INDEX

Exhibit No.                 Description                              Page No.

         10.1               Subsequent Transfer Agreement


                        SUBSEQUENT TRANSFER AGREEMENT

          This SUBSEQUENT  TRANSFER  AGREEMENT dated as of June 30, 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  1998-4,   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 June 1, 1998 (the "Loan Sale  Agreement") by and between
the Transferor and the Seller,  and that certain Sale and Servicing  Agreement
dated as of June 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 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").  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 June 1, 1998, between the
Issuer and the indenture Trustee (the "Indenture").

          Section 2. Sale by Transferor  to Seller of  Subsequent  Home Loans.
The 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,  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,  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,
                    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 1998-4

                               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  1998-4,  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:                                June 30, 1998

         Cut-Off Date:                                            May 31, 1998

         Aggregate Outstanding Principal Balance

           of Subsequent Mortgage Loans:                         $77,808,017.14

         Purchase Price for Subsequent

           Mortgage Loans:                                       $77,808,017.14

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



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