Exhibit 1.2
EXECUTION COPY
$1,000,000,000
THE MONEY STORE INC.
The Money Store Asset Backed Certificates,
Series 1996-C
PRICING AGREEMENT
September 20, 1996
Prudential Securities Incorporated
as representative of the Underwriters
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Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated September 20, 1996
(the "Underwriting Agreement"), relating to $1,000,000 aggregate principal
amount of The Money Store Asset Backed Certificates, Series 1996-C, Class A-1,
Class ▇-▇, ▇▇▇▇▇ ▇-▇, 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 and Class
A-15 (collectively, the "Class A Certificates"). Pursuant to the Underwriting
Agreement, The Money Store Inc. (the "Company") agrees with Prudential
Securities Incorporated, 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 $124,838,000 6.700% 99.984375% 0.1500% 99.834375%
Class A-2 30,516,000 6.840% 100.000000% 0.2000% 99.800000%
Class A-3 76,680,000 7.070% 100.000000% 0.2250% 99.775000%
Class A-4 54,763,000 7.400% 99.953125% 0.2650% 99.688125%
Class A-5 117,500,000 (3) 100.000000% 0.2000% 99.800000%
Class A-6 51,521,000 7.690% 99.984375% 0.3000% 99.684375%
Class A-7 44,182,000 7.910% 99.953125% 0.3750% 99.578125%
Class A-8 215,000,000 (3) 100.000000% 0.2000% 99.800000%
Class A-9 60,000,000 (4) 100.000000% 0.2500% 99.750000%
Class A-10 83,869,000 (3) 100.000000% 0.1500% 99.850000%
Class A-11 48,198,000 6.960% 100.000000% 0.2250% 99.775000%
Class A-12 22,388,000 7.250% 99.984375% 0.2750% 99.709375%
Class A-13 20,627,000 7.540% 99.968750% 0.3250% 99.643750%
Class A-14 24,918,000 7.785% 99.968750% 0.3750% 99.593750%
Class A-15 25,000,000 7.625% 100.000000% 0.3750% 99.625000%
-------------- ---------- ------- -----------
Total $1,000,000,000
(1) Plus accrued interest from September 1, 1996 to, but not
including, the Closing Time (other than the Class A-5, Class
A-8 and Class A-10 Certificates, which shall accrue interest
from September 15, 1996, and the Class A-9 Certificates, which
shall accrue interest from the Closing Time).
(2) Before deducting expenses payable by the Company.
(3) The Pass-Through Rate for the Class A-5, Class A-8 and Class
A-10 Certificates will equal LIBOR plus 0.20%, O.20% and
0.11%, respectively, subject to the Net Funds Cap. In the case
of the Class A-5 and Class A-10, in no event shall the
Pass-Through Rate exceed 14.00% per annum. For the first
Remittance Date, the Pass-Through Rate for the Class A-5,
Class A-8 and Class A-10 Certificates shall be 5.70%, 5.70%
and 5.61% respectively.
(4) The Pass-Through Rate for the Class A-9 Certificates will be
determined pursuant to the Auction Procedures described in
Annex I to the Prospectus Supplement, subject to the Net Funds
Cap, but in no event exceeding 14.50% per annum. For the first
Remittance Date, the Pass-Through Rate for the Class A-9
Certificates shall be 5.50%.
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: /s/ ▇▇▇▇▇▇ Dear
Name: ▇▇▇▇▇▇ Dear
Title: Executive Vice President
CONFIRMED AND ACCEPTED, as of
the date first above written:
PRUDENTIAL SECURITIES INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Acting on behalf of itself
and as the representative
of the Underwriters.
