EXHIBIT 1.2
THE MONEY STORE INC.
$137,788,000 Class AS-1 Notes
$141,057,000 Class AS-2 Notes
$190,443,000 Class AS-3 Notes
$ 22,084,000 Class MS-1 Notes
$ 23,463,000 Class M-2 Notes
$ 12,423,000 Class BS Notes
$ 55,395,000 Class AN Notes
$ 2,229,000 Class MN Notes
$ 4,457,000 Class BN Notes
THE MONEY STORE BUSINESS LOAN BACKED TRUST 1999-1
PRICING AGREEMENT
June 24, 1999
First Union Capital Markets Corp.,
as Representative of and Underwriters
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated June 24, 1999
(the "Underwriting Agreement"), relating to: Class AS-1 Notes in the aggregate
original principal amount of $137,788,000 (the "Class AS-1 Notes"), Class AS-2
Notes in the aggregate original principal amount of $141,057,000 (the "Class
AS-2 Notes"), Class AS-3 Notes in the aggregate original principal amount of
$190,443,000 (the "Class AS-3 Notes"), Class MS-1 Notes in the aggregate amount
of $22,084,000 (the "Class MS-1 Notes"), Class MS-2 Notes in the aggregate
original principal amount of $23,463,000 (the "Class MS-2 Notes"), the Class BS
Notes in the aggregate original principal amount of $12,423,000 (the "Class BS
Notes"), the Class AN Notes in the aggregate original principal amount of
$55,395,000 (the "Class AN Notes"), the Class MN Notes in the aggregate original
principal amount of $2,229,000 (the "Class MN Notes"), and the Class BN Notes in
the aggregate original principal amount of $4,457,000 (the "Class BN Notes" and
together with the Class AS-1, Class AS-2, Class AS-3, Class MS-1, Class MS-2,
Class BS, Class AN, and Class MN Notes, the "Notes") and all issued by The Money
Store Business Loan Backed Trust 1999-1 (the "Trust").
Pursuant to Section 2 of the Underwriting Agreement, The Money Store
Inc. (the "Company") on behalf of itself and the Seller, hereto agree with the
Representative on behalf of the Underwriters identified in Annex B of the
Underwriting Agreement as follows:
1) The Class AS-1 Notes Remittance Rate shall be LIBOR plus 0.23% per annum.
2) The Class AS-2 Notes Remittance Rate shall be LIBOR plus 0.40% per annum.
3) The Class AS-3 Notes Remittance Rate shall be the Auction Rate.
4) The Class MS-1 Notes Remittance Rate shall be LIBOR plus 0.85% per annum.
5) The Class MS-2 Notes Remittance Rate shall be LIBOR plus 1.25% per annum.
6) The Class BS Notes Remittance Rate shall be LIBOR plus 3.00% per annum.
7) The Class AN Notes Remittance Rate shall be LIBOR plus 0.50% per annum.
8) The Class MN Notes Remittance Rate shall be LIBOR plus 1.25% per annum.
9) The Class BN Notes Remittance Rate shall be LIBOR plus 3.00% per annum.
8) The purchase price for the Notes in the aggregate shall be 99.625% of the
aggregate initial principal amount of the Notes.
9) The Notes 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 Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the Trust, the Underwriter and the Company in accordance with its terms.
Very truly yours,
THE MONEY STORE INC.
By: /s/ Xxxxxx Xxxx
----------------------------
Name: Xxxxxx Xxxx
Title: Senior Vice President/CFO
THE MONEY STORE COMMERCIAL
MORTGAGE, INC.
By: /s/ Xxxx Leliakov
----------------------------
Name: Xxxx Leliakov
Title: President
THE MONEY STORE
BUSINESS LOAN BACKED TRUST 1999-1
By: Chase Manhattan Bank Delaware, not
in its individual capacity but solely
as Owner Trustee
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
CONFIRMED AND ACCEPTED, as of
the date first above written:
FIRST UNION CAPITAL MARKETS CORP.,
for itself and as Representative of
the several underwriters listed on
Annex A to the Underwriting Agreement
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
