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EXHIBIT 1.3
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
Dated: May 19, 1998
To: SRFG, Inc., as Seller under the Pooling and Servicing Agreement dated
as of July 31, 1994, as amended.
Re: Underwriting Agreement dated May 19, 1998, among the Company, Sears and
Credit Suisse First Boston Corporation as representative of the Class A
Underwriters named in Schedule I hereto (the "Agreement") (a copy of
which is attached hereto)
Title: Sears Credit Account Master Trust II, $500,000,000 5.80% Class A Master
Trust Certificates, Series 1998-1.
Initial Principal Amount of Certificates:
$500,000,000 Class A Master Trust Certificates, Series 1998-1
Class A Expected Final Payment Date: August 15, 2001
Series and Class Designation of Designated Securities:
5.80% Class A Master Trust Certificates, Series 1998-1 (the "Class A
Certificates")
Series Cut-Off Date: Last day of the Due Period ending in May 1998
Certificate Rating: Class A Certificates: Aaa by Xxxxx'x Investors Service, Inc.
AAA by Standard & Poor's Ratings
Services
Minimum Principal Receivables Balance after giving effect to the issuance of
Series 1998-1:
$ 8,372,183,105
Date of Series Supplement: June 2, 1998.
Certificate Rate: Class A Certificates: 5.80% per annum.
Terms of Sale: The purchase price for the Designated Securities to the
Underwriters will be the percentage of the aggregate initial principal amount of
the Certificates set forth below, plus accrued interest at the applicable
Certificate Rate from June 2, 1998.
Class A Certificates: 99.347090%
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Initial Public Offering Price: The initial public offering price for the
Designated Securities will be the percentage of the aggregate initial principal
amount of the Certificates set forth below, plus accrued interest at the
applicable Certificate Rate from June 2, 1998.
Class A Certificates: 99.572090%
Closing Location: Xxxxxx & Xxxxxxx
Xxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Time of Delivery: 10:00 A.M., New York Time, on June 2, 1998, or
at such other time as may be agreed upon in writing.
Address of Representative of the Underwriters for notices:
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629
Attention: Xxxxx Xxxxxxxx
Facsimile: (000) 000-0000
Additional Agreements
(a) Notwithstanding anything in the Agreement or in this Pricing
Agreement to the contrary, the Agreement and this Pricing Agreement constitute
the entire agreement and understanding among the parties hereto with respect to
the purchase and sale of the Class A Certificates. This Pricing Agreement may be
amended only by written agreement of the parties hereto.
(b) Notwithstanding anything in the Agreement to the contrary, the
Underwriters named in Schedule 1 hereto (the "Class A Underwriters") agree that
the Company and Sears may enter into that certain pricing agreement of even date
herewith (collectively, with the underwriting agreement dated May 19, 1998 among
the Company, Sears and the Class B underwriter, the "Class B Underwriting
Agreement"), with respect to the purchase and sale of the Class B Master Trust
Certificates, Series 1998-1 (the "Class B Certificates") and may consummate the
transactions contemplated thereby. It is a condition to the effectiveness of the
Pricing Agreement and the Agreement (collectively, the "Class A Underwriting
Agreement") that the Class B Underwriting Agreement be duly executed and
delivered by the parties thereto.
(c) If an underwriter under the Class B Underwriting Agreement (a
"Class B Underwriter") shall default in its obligations to purchase the Class B
Certificates and the Class B Underwriting Agreement terminates in accordance
with its terms, the Class A Underwriters shall have the right to purchase the
Class B Certificates on the same terms that the Class B Underwriters were
entitled to purchase such Class B Certificates prior to the expiration of the
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Class B Underwriting Agreement and in the same proportions that the Class A
Underwriters have agreed to purchase the Class A Certificates hereunder;
provided, however, the Company shall have the right to postpone the Time of
Delivery for the Class A Certificates and the Class B Certificates for a period
of not more than seven days, to effect whatever changes may thereby be made
necessary in the Registration Statement or Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which may thereby be necessary.
(d) If (i) a Class B Underwriter shall default in its obligations to
purchase the Class B Certificates, (ii) the Class B Underwriting Agreement
terminates in accordance with its terms and (iii) the Class A Underwriters do
not agree to purchase the Class B Certificates on the terms and in the
proportions described in paragraph (c) above, the Company shall have the right
to postpone the Time of Delivery for the Class A Certificates for a period of
not more than ten days, in order to procure another party or other parties to
purchase such Class B Certificates and to effect whatever changes may thereby be
made necessary in the Registration Statement or Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which may thereby be necessary.
(e) The purchase and sale of the Class A Certificates shall occur
concurrently with, and shall be conditioned on, the purchase and sale of the
Class B Certificates. Notwithstanding anything in the Agreement to the contrary,
unless the Class A Underwriters purchase the Class B Certificates as described
in paragraph (c) above, if the Class B Underwriting Agreement terminates because
of the default of a Class B Underwriter, the Company shall not be under any
liability to any Underwriter with respect to the Class A Certificates covered
hereby except as provided in Section 6(e) and Section 8 of the Agreement.
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The Underwriters named in Schedule 1 hereto agree, severally and not
jointly, subject to the terms and provisions of the Agreement, which is
incorporated by reference herein and made a part hereof, to purchase the
principal amount of the Designated Securities set forth opposite their name in
Schedule 1. It is understood that our execution of this letter on behalf of each
of the Underwriters is pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be supplied to the Company
upon request. We represent that we are authorized on behalf of ourselves and on
behalf of each of the Underwriters named in Schedule 1 hereto to enter into this
Agreement.
Very truly yours,
CREDIT SUISSE FIRST BOSTON
CORPORATION
By: /s/ XXXXXXX XXXXXX
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Accepted:
SRFG, INC.
By: /s/ XXXXXX X. XXXXX
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SEARS, XXXXXXX AND CO.
By: /s/ XXXXX X. XXXXXXXX
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SCHEDULE I
Principal
Amount of
Class A
Certificates
to be
Underwriter Purchased
----------- ---------------
Credit Suisse First Boston Corporation ........... $ 100,000,000
Bear, Xxxxxxx & Co. Inc. ......................... $ 100,000,000
Xxxxxxx, Sachs & Co. ............................. $ 100,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ........................... $ 100,000,000
X. X. Xxxxxx Securities Inc. ..................... $ 100,000,000
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Total ........................................... $ 500,000,000
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