THE MONEY STORE INC.
TMS AUTO HOLDINGS, INC.
The Money Store Auto Trust 1997-1
$91,000,000 Class A-1 6.19% Asset Backed Notes
$36,400,000 Class A-2 6.64% Asset Backed Notes
$2,600,000 6.83% Asset-Backed Certificates
PRICING AGREEMENT
March 18, 1997
XXXXX XXXXXX INC.
as Representative ("Representative")
of the several Underwriters
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated March 18, 1997 (the
"Underwriting Agreement"), relating to $91,000,000 aggregate principal amount of
Class A-1 6.19% Asset Backed Notes (the "Class A-1 Notes") $36,400,000 aggregate
principal amount of Class A-2 6.64% Asset Backed Notes (the "Class A-2 Notes"
and, with the Class A-1 Notes the "Notes"), and $2,600,000 aggregate principal
amount of 6.83% Asset Backed Certificates (the "Certificates"), all issued by
The Money Store Auto Trust 1997-1 (the "Trust".)
Pursuant to Section 2 of the Underwriting Agreement, The Money Store Inc.
("TMSI") and TMS Auto Holdings, Inc. (the "Seller") agree with the
Representative on behalf of the Underwriters identified in Schedule I of the
Underwriting Agreement as follows:
1. The Class A-1 Interest Rate shall be 6.19% per annum.
2. The Class A-2 Interest Rate shall be 6.64% per annum.
3. The Certificate Rate shall be 6.83% per annum.
4. The purchase price for the Class A-1 Notes shall be 99.75% of the
initial principal amount of the Class A-1 Notes.
5. The purchase price for the Class A-2 Notes shall be 99.75% of the
initial principal amount of the Class A-2 Notes.
6. The purchase price for the Certificates shall be 99.75% of the
initial principal amount of the Certificates.
7. The Notes and Certificates shall be offered from time to time in
negotiated transactions or otherwise, at prices determined at the time of
sale.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Seller a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the Underwriters, TMSI and the Seller in accordance with its terms.
Very truly yours,
TMS AUTO HOLDINGS, INC.
By: /s/ Xxxxxx Dear
Name: Xxxxxx Dear
Title: Executive Vice President
THE MONEY STORE INC.
By: /s/ Xxxxxx Dear
Name: Xxxxxx Dear
Title: Executive Vice President
CONFIRMED AND ACCEPTED, as of the
date first above written:
XXXXX XXXXXX INC.
CREDIT SUISSE FIRST BOSTON
By: XXXXX XXXXXX INC.
By: /s/ Xxxx XxXxxxxxxx
Name: Xxxx XxXxxxxxxx
Title: Associate
