TRANS-WORLD INSURANCE COMPANY
CLASSNOTES, INC.
Auction Rate Asset Backed Notes
TERMS AGREEMENT
Dated: March 19, 1997
To: TRANS-WORLD INSURANCE COMPANY
CLASSNOTES, INC.
Re: Underwriting Agreement dated March 19, 1997
Issuer: ClassNotes Trust 1997-I
Series Designation: Series 1997-1
TERMS OF THE NOTES:
Final Original
Maturity Principal Interest Price to
Class Date Amount Rate Underwriter
A-1 April 1, $93,000,000 5.40% 99.75%
2016
A-2 April 1, $93,000,000 5.40% 99.75%
2017
A-3 April 1, $95,000,000 5.50% 99.75%
2018
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COLLATERAL: The Student Loans to be included in the Collateral
are as described in Schedule A to the Sale and
Servicing Agreement.
CREDIT SUPPORT: Note Surety Bond issued by AMBAC Indemnity
Corporation.
INITIAL NOTE DISTRIBUTION DATES: March 27, 1997 for the Class A-1 Notes
March 27, 1997 for the Class A-2 Notes
April 2, 1997 for the Class A-3 Notes
NOTE RATING: "AAA" by Standard and Poor's Corporation and "Aaa"
by Xxxxx'x Investors Service, Inc.
FORM OF NOTES: Book entry
CLOSING DATE: March 21, 1997
Information Provided by the Underwriter in the
Prospectus Supplement: The statements set forth under the heading
"Plan of Distribution."
Additional Terms, if any, Not in Master Indenture:
XXXXX XXXXXX INC.
By:_____________________________
Name:
Title:
TRANS-WORLD INSURANCE COMPANY
By:_____________________________
Name: Xxxxxx Dear
Title: Executive Vice President
CLASSNOTES, INC.
By:_____________________________
Name: Xxxxxx Dear
Title: Executive Vice President
CLASSNOTES TRUST 1997-I
By: The York Bank and Trust
Company, as Eligible Lender Trustee
By:_____________________________
Name:
Title:
THE MONEY STORE INC.
By:_____________________________
Name:
Title: