Exhibit 1.2
EXHIBIT A
$1,035,000,000
THE MONEY STORE INC.
The Money Store Asset Backed Certificates,
Series 1996-D
PRICING AGREEMENT
December 13, 1996
Xxxxxx Brothers Inc.
as representative of the Underwriters
3 World Financial Center, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated December 13, 1996
(the "Underwriting Agreement"), relating to $1,035,000,000 aggregate principal
amount of The Money Store Asset Backed Certificates, Series 1996-D, Class A-1,
Class X-0, Xxxxx X-0, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class
A-15 and Class A-16 (collectively, the "Class A Certificates"). Pursuant to the
Underwriting Agreement, The Money Store Inc. (the "Company") agrees with Xxxxxx
Brothers Inc., as representative of the Underwriters, that the Initial Class
Certificate Balance, the Pass-Through Rates, the price to public and the
Underwriter's discount shall be as follows:
Initial Class Pass- Proceeds to
Certificate Through PRICE TO Underwriting Originators
CLASS BALANCE RATE PUBLIC (1) DISCOUNT (1)(2)
----- -------- ----- ------ --------- ------
Class A-1 $ 66,305,000 6.260% 99.99824% 0.1000% 99.898240%
Class A-2 86,383,000 6.230% 99.99960% 0.1250% 99.874600%
Class A-3 96,468,000 6.295% 99.99766% 0.1500% 99.847660%
Class A-4 53,850,000 6.465% 99.98629% 0.1750% 99.811290%
Class A-5 47,916,000 6.670% 99.99476% 0.2500% 99.744760%
Class A-6 36,443,000 6.830% 99.98201% 0.3250% 99.657010%
Class A-7 44,807,000 7.110% 99.97854% 0.4000% 99.578540%
Class A-8 27,828,000 7.370% 99.98109% 0.5125% 99.468590%
Class A-9 40,000,000 7.000% 99.97745% 0.4500% 99.527450%
Class A-10 350,000,000 (3) 100.00000% 0.2250% 99.775000%
Class A-11 77,391,000 (3) 100.00000% 0.1000% 99.900000%
Class A-12 34,590,000 6.370% 99.99453% 0.1500% 99.844530%
Class A-13 27,684,000 6.635% 99.98154% 0.3125% 99.669040%
Class A-14 15,909,000 6.985% 99.99369% 0.3750% 99.618690%
Class A-15 19,426,000 7.250% 99.99563% 0.4250% 99.570630%
Class A-16 10,000,000 7.110% 99.97913% 0.3000% 99.679130%
Total 1,035,000,000 1,032,616,133.00 2,328,807.25
(1) Plus accrued interest from December 1, 1996 to, but not including, the
Closing Time (other than the Class A-10 and Class A-11 Certificates,
which shall accrue interest from December 15, 1996).
(2) Before deducting expenses payable by the Company.
(3) The Pass-Through Rate for the Class A-10 and Class A-11 Certificates
will equal LIBOR plus 0.21% and 0.08%, respectively, subject to the
applicable Net Funds Cap. In the case of the Class A-10 Certificates, in
no event shall the Pass-Through Rate exceed 14.5% per annum.
The Class A Certificates will be offered by the Underwriters to the
public subject to the concessions and discounts set forth in the Prospectus.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Underwriter and the Company in accordance with its terms.
Very truly yours,
THE MONEY STORE INC.
By: _____________________________
Name: Xxxxxx Dear
Title: Executive Vice President
CONFIRMED AND ACCEPTED, as of the date first above written:
XXXXXX BROTHERS INC.
By: _______________________________
Name:
Title:
Acting on behalf of itself and as the representative of the Underwriters.
