SEARS CREDIT ACCOUNT MASTER TRUST II MASTER TRUST CERTIFICATES PRICING AGREEMENT CLASS A Dated: May 31, 2001
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
CLASS A
Dated: May 31, 2001
| To: | SRFG, Inc. (the "Company"), as Seller under the Pooling and Servicing Agreement dated as of July 31, 1994, as amended. |
| Re: | Underwriting Agreement dated May 31, 2001 (the "Agreement") (a copy of which is attached hereto). |
| Title: | Sears Credit Account Master Trust II, $700,000,000,Floating Rate Class A Master Trust Certificates, Series 2001-2. |
Aggregate Initial Principal Amount of Certificates:
$700,000,000 Class A Master Trust Certificates, Series 2001-2
Class A Expected Principal Payment Date:
June 2004 Distribution Date
Series and Class Designation of Designated Securities:
Floating Rate Class A Master Trust Certificates, Series 2001-2 (the
"Class A Certificates")
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 2001-2: $10,997,488,321 Date of Series Supplement: June 15, 2001 Certificate Rate: Class A Certificates: One-month LIBOR plus 0.11%. Terms of Sale:
The purchase price for the Designated Securities to the Underwriters,
named on
Schedule 1 hereto, will be the percentage set forth below of
the aggregate initial principal amount of the Certificates as set forth
above plus accrued interest at the Certificate Rate from the Time of Delivery.
Class A Certificates: 99.775000%
Initial Public Offering Price:
The initial public offering price for the Designated Securities will
be the percentage set forth below of the aggregate initial principal amount
of the Certificates as set forth above plus accrued interest at the Certificate
Rate from the Time of Delivery.
Class A Certificates: 100.00%
Closing Location:
Sears, Xxxxxxx and Co.
0000 Xxxxxxx Xxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
Time of Delivery:
8:30 A.M., Chicago Time, on June 15, 2001, or at such other time as may be agreed upon in writing.
Address of Representative of the Underwriters for notices:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
000 Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Additional Agreements:
(a) Notwithstanding anything in the Agreement to the contrary, the
Underwriters named in Schedule 1 agree that the Company and Sears
may enter into that certain Pricing Agreement of even date herewith collectively,
with the Underwriting Agreement dated May 31, 2001 among the Company, Sears
and the Class B Underwriter (as defined herein) (the "Class B Underwriting
Agreement"), with respect to the purchase and sale of the Class B Master
Trust Certificates, Series 2001-2 (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.
(b) 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.
(c) If the underwriter under the Class B Underwriting Agreement (the "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 Underwriters named in Schedule 1 shall have the right to purchase the Class B Certificates on the same terms that the Class B Underwriter was entitled to purchase such Class B Certificates prior to the expiration of the Class B Underwriting Agreement and in the same proportions that the Underwriters named in Schedule 1 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 affect 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) the 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 Underwriters named in Schedule 1 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 which may thereby be necessary.
(e) The purchase and sale of the Class A Certificates hereunder shall
occur concurrently with and, subject to paragraph (c) above, shall be conditioned
upon, the purchase and sale of the Class B Certificates. Notwithstanding
anything in the Agreement to the contrary, unless the Underwriters named
in Schedule 1 purchase the Class B Certificates as described in
paragraph (c) above, if the Class B Underwriting Agreement terminates because
of the default of the 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.
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
names 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 an Agreement among the 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,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxx Xxxxx
Authorized Signatory
On behalf of each of the Underwriters Accepted:
SRFG, INC.
By: /s/ Xxxxxx X. Xxxxx
SEARS, XXXXXXX AND CO.
By: /s/ Xxxxx X. Xxxxxxx
| SCHEDULE 1 | |
|
Underwriter |
Principal Amount
of Class A Certificates to be Purchased |
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated | $116,666,670 |
| Bear, Xxxxxxx & Co. Inc. | 116,666,666 |
| Credit Suisse First Boston Corporation | 116,666,666 |
| Deutsche Banc Alex. Xxxxx Inc. | 116,666,666 |
| Xxxxxx Brothers Inc. | 116,666,666 |
| Xxxxxx Xxxxxxx & Co. Incorporated | 116,666,666 |
| Total: |
$700,000,000
|
