Exhibit 1.2
$1,300,000,000
THE MONEY STORE INC.
The Money Store Asset Backed Certificates,
Series 1997-C
PRICING AGREEMENT
September 26, 1997
Prudential Securities Incorporated
as representative of the several Underwriters
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Brothers Inc.
as representative of the several Underwriters
Three World Financial Center
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated September 26,
1997 (the "Underwriting Agreement"), relating to $1,300,000,000 aggregate
principal amount of The Money Store Asset Backed Certificates, Series 1997-C,
Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class
AF-7, Class AF-8 (collectively, the "Pool I Certificates"), Class AV, Class
MV-1, Class MV-2, Class BV (collectively, the "Pool II Certificates"), Class
AH-1, Class AH-2, Class AH-3, Class AH-4, Class AH-5, Class AH-6, Class MH-1,
Class MH- 2, Class BH (collectively, the "Pool III Certificates") and Class AMF
(the "Pool IV Certificates," and together with the Pool I Certificates, the Pool
II Certificates and the Pool III Certificates, the "Offered Certificates").
Pursuant to the Underwriting Agreement, The Money Store Inc. (the "Company")
agrees with Prudential Securities Incorporated and Xxxxxx Brothers Inc., as
representatives of the Underwriters, that the Initial Class Certificate Balance
and the Pass-Through Rates, shall be as follows:
INITIAL CLASS PASS-
CERTIFICATE THROUGH
CLASS BALANCE RATE
----- -------- -----
Class AF-1 $63,000,000 6.355%
Class AF-2 $60,400,000 6.310%
Class AF-3 $80,000,000 6.379%
Class AF-4 $47,000,000 6.370%
Class AF-5 $32,900,000 6.535%
Class AF-6 $39,000,000 6.670%
lass AF-7 $37,700,000 6.945%
Class AF-8 $40,000,000 6.575%
Class AV $498,000,000 (1)
Class MV-1 $45,000,000 (1)(2)
Class MV-2 $30,000,000 (1)(2)
Class BV $27,000,000 (1)
Class AH-1 $37,637,000 6.400%
Class AH-2 $46,765,000 6.330%
Class AH-3 $36,005,000 6.340%
Class AH-4 $37,865,000 6.375%
Class AH-5 $53,809,000 6.590%
Class AH-6 $11,329,000 6.750%
Class MH-1 $24,910,000 6.890%
Class MH-2 $14,975,000 7.355%
Class BH $11,705,000 7.405%
Class AMF $25,000,000 6.877%
Total $1,300,000,000
(1) The Pass-Through Rate for the Class AV and Class BV Certificates
will equal LIBOR plus 0.045% and 0.960%, respectively, subject to the
applicable Net Funds Cap but in no event exceeding 14% per annum. In
the case of the Class MV-1 and Class MV-2 Certificates, in no event
shall the Pass-Through Rate exceed 14% per annum.
(2) The Pass-Through Rate for the Class MV-1 and Class MV-2
Certificates will be determined pursuant to the Auction Procedures
described in the Prospectus.
The Offered Certificates will be offered by the Underwriters to the
public from time to time in negotiated transactions or otherwise, at varying
prices to be 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 each of the Underwriters and the Company in accordance with its terms.
Very truly yours,
THE MONEY STORE INC.
By: /S/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
THE ORIGINATORS LISTED ON
ANNEX A HERETO
By: /S/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
CONFIRMED AND ACCEPTED, as of
the date first above written:
PRUDENTIAL SECURITIES INCORPORATED
By: /S/ XXX XXXX
Name: Xxx Xxxx
Title: Managing Director
XXXXXX BROTHERS INC.
By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
Acting on behalf of themselves
and as the representatives of
the Underwriters.
