SEARS CREDIT ACCOUNT MASTER TRUST II
Master Trust Certificates
Underwriting Agreement
___________, 1999
Name of Lead Underwriter
Address of Lead Underwriter
As Representative of the several Underwriters
Ladies and Gentlemen:
SRFG, Inc. (formerly known as Sears Receivables
Financing Group, Inc.) (the "Company"), as originator of Sears
Credit Account Master Trust II (the "Trust") and holder of the
Seller Certificate, proposes, subject to the terms and conditions
stated herein, to cause to be issued and sold from time to time
certain of the Master Trust Certificates registered under the
registration statement referred to in Section 2(a) (the
"Securities"). The Company intends to enter into one or more
Pricing Agreements (each a "Pricing Agreement") in the form
attached hereto, with such additions and deletions as the parties
thereto may determine, and, subject to the terms and conditions
stated herein and therein, to issue and sell to the firms named
in Schedule 1 to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing
Agreement and the securities specified therein) the Securities
specified in such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities"). The Designated
Securities will be issued by the Trust pursuant to a Pooling and
Servicing Agreement, dated as of July 31, 1994, as amended (the
"Pooling and Servicing Agreement"), as supplemented by a Series
Supplement (the "Series Supplement") relating to the specific
series of Certificates issued thereunder, by and among the
Company as Seller, Sears, Xxxxxxx and Co. ("Sears") as Servicer
and Bank One, National Association as Trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing
Agreement or the Series Supplement, as the case may be.
1. Particular sales of Designated Securities may be
made from time to time to the Underwriters of such Securities,
for whom you will act as representatives. This Underwriting
Agreement shall not be construed as an obligation of the Company
to sell or cause to be sold any of the Securities or as an
obligation of any of the Underwriters to purchase the Securities.
The obligation of the Company to cause to be issued and sold any
of the Securities and the obligation of any of the Underwriters
to purchase any of the Securities shall be evidenced by the
Pricing Agreement with respect to the Designated Securities
specified therein. Each Pricing Agreement shall specify the
initial principal amount of such Designated Securities, the
public offering price of such Designated Securities or the method
by which the price at which such Securities will be sold will be
determined, the purchase price to the Underwriters of such
Designated Securities, the names of the Underwriters of such
Designated Securities and the principal amount of such Designated
Securities to be purchased by each Underwriter and shall set
forth the date, time and manner of delivery of such Designated
Securities and payment therefor. The Pricing Agreement shall
also describe, in a manner consistent with the Pooling and
Servicing Agreement, the Series Supplement relating to the
Designated Securities, and the registration statement and
prospectus with respect thereto, the principal terms of such
Designated Securities. A Pricing Agreement shall be in the form
of an executed writing (which may be in counterparts), and may be
evidenced by an exchange of telegraphic communications or any
other rapid transmission device designed to produce a written
record of communications transmitted. The obligations of the
Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
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2. The Company represents and warrants to, and agrees
with, each of the Underwriters that:
(a) A registration statement in respect of the
Securities has been filed with the Securities and Exchange
Commission (the "Commission"); such registration statement and
any post-effective amendment thereto, each in the form heretofore
delivered or to be delivered to you, excluding exhibits to such
registration statement, but including all documents incorporated
by reference in the prospectus included therein, to you for each
of the other Underwriters have been declared effective by the
Commission in such form (any preliminary prospectus included in
such registration statement being hereinafter called a
"Preliminary Prospectus"; the various parts of such registration
statement, including all exhibits thereto, each as amended at the
time such part became effective, being hereinafter collectively
called the "Registration Statement"; the prospectus relating to
the Securities, in the form in which it has most recently been
filed with the Commission on or prior to the date of this
Agreement, being hereinafter called the "Prospectus"; any
reference herein to any Preliminary Prospectus or the Prospectus
shall be deemed to include the documents, if any, incorporated by
reference therein pursuant to the applicable form under the
Securities Act of 1933, as amended (the "Act"), as of the date of
such Preliminary Prospectus or Prospectus, as the case may be;
any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to include any
documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and so incorporated by
reference; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to the Prospectus as
amended or supplemented in relation to the applicable Designated
Securities in the form in which it is first filed with the
Commission pursuant to Rule 424(b) of Regulation C under the Act,
including any documents incorporated by reference therein as of
the date of such filing);
(b) Except for statements in such documents which
do not constitute part of the Registration Statement or the
Prospectus pursuant to Rule 412 of Regulation C under the Act and
after substituting therefor any statements modifying or
superseding such excluded statements (i) the documents
incorporated by reference in the Prospectus, when they became
effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act
or the Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder, and none of such documents, when
they became effective or were so filed, as the case may be,
contained, in the case of documents which became effective under
the Act, an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading, and, in the case
of documents which were filed under the Exchange Act with the
Commission, an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, and (ii) any further documents so filed and
incorporated by reference when they become effective or are filed
with the Commission, as the case may be, will conform in all
material respects to the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the
Commission thereunder and will not contain, in the case of
documents which become effective under the Act, an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and, in the case of documents which are
filed under the Exchange Act with the Commission, an untrue
statement of a material fact or omit to state a material fact
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necessary in order to make the statements therein, in the light
of the circumstances under which they are made, not misleading;
provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the
Company by an Underwriter of Designated Securities through you
expressly for use therein;
(c) Except for statements in documents
incorporated therein by reference which do not constitute part of
the Registration Statement or the Prospectus pursuant to Rule 412
of Regulation C under the Act and after substituting therefor any
statements modifying or superseding such excluded statements, the
Registration Statement and the Prospectus conformed, and any
amendments or supplements thereto will, when they become
effective or are filed with the Commission, as the case may be,
conform, in all material respects to the requirements of the Act
and the rules and regulations of the Commission thereunder and
did not, and will not, as of the applicable effective date as to
the Registration Statement and as of the applicable filing date
as to the Prospectus, contain an untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter of Designated Securities
through you expressly for use in the Prospectus as amended or
supplemented relating to such Securities.
(d) Upon payment therefor as provided herein and
in the Pricing Agreement relating to Designated Securities, such
Designated Securities will have been duly and validly authorized
and (assuming their due authentication by the Trustee) will have
been duly and validly issued, and will be entitled to the
benefits of the Pooling and Servicing Agreement and the Series
Supplement.
(e) The issue and sale of the Designated
Securities pursuant to any Pricing Agreement and the compliance
by the Company with all of the provisions of the Designated
Securities, the Pooling and Servicing Agreement, the Series
Supplement, the First Amended and Restated Purchase Agreement
dated as of July 31, 1994, as amended (the "Purchase Agreement"),
by and between the Company and Sears, the First Amended and
Restated Contribution Agreement dated as of July 31, 1994 (the
"Contribution Agreement"), by and between the Company and Sears,
the Receivables Warehouse Agreement dated as of December 21, 1995
(the "Receivables Warehouse Agreement"), by and between the
Company and Sears, this Agreement, the Assignment of Additional
Funds, dated as of January 30, 1998, between the Company and the
Trustee (the "Assignment of Additional Funds") and such Pricing
Agreement will not (i) conflict with or result in any breach
which would constitute a material default under, or, except as
contemplated by the Pooling and Servicing Agreement or the Series
Supplement, result in the creation or imposition of any lien,
charge or encumbrance upon any of the property or assets of the
Company material to the Company, pursuant to the terms of, any
indenture, loan agreement or other agreement or instrument for
borrowed money to which the Company is a party or by which the
Company may be bound or to which any of the property or assets of
the Company may be bound or to which any of the property or
assets of the Company, material to the Company, is subject, (ii)
result in any violation of the provisions of the Certificate of
Incorporation or By-Laws of the Company or, (iii) to the best
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of the Company's knowledge, result in any material violation of
any statute or any order, rule or regulation applicable to the
Company of any court or any federal, state or other regulatory
authority or other governmental body having jurisdiction over the
Company.
(f) No consent, approval, authorization or other
order of, or filing with, any court or any Federal, State or
other regulatory authority or other governmental body having
jurisdiction over the Company is required for the issue and sale
of the Securities except as may be required under the Act, the
Exchange Act, and securities laws of the various states and other
jurisdictions which are applicable to the issue and sale of the
Designated Securities and except for the filing of any financing
or continuation statement required to perfect or continue the
Trust's and the Company's respective interests in the
Receivables.
(g) The compliance by Sears with all of the
provisions of the Pooling and Servicing Agreement, the Series
Supplement, the Assignment of Accounts and Sale of Receivables
Agreement, dated as of September 15, 1994, as amended between
Sears National Bank (the "Bank") and Sears (the "Bank Assignment
Agreement"), the Purchase Agreement, the Contribution Agreement,
the Receivables Warehouse Agreement and this Agreement will not
(i) conflict with or result in any breach which would constitute
a material default under, or, except as contemplated by the
Pooling and Servicing Agreement, the Series Supplement, the Bank
Assignment Agreement, the Purchase Agreement and the Contribution
Agreement, result in the creation or imposition of any lien,
charge or encumbrance upon any of the property or assets of Sears
or any subsidiary thereof, material to Sears and its subsidiaries
(whether or not consolidated) considered as a whole, pursuant to
the terms of, any indenture, loan agreement or other agreement or
instrument for borrowed money to which Sears and the Company,
Sears Xxxxxxx Acceptance Corp., Sears DC Corp. or Sears National
Bank (collectively, the "Designated Subsidiaries") is a party or
by which Sears or any Designated Subsidiary may be bound or to
which any of the property or assets of Sears or any Designated
Subsidiary, material to Sears and its subsidiaries (whether or
not consolidated) considered as a whole, is subject, (ii) result
in any violation of the provisions of the Restated Certificate of
Incorporation, as amended, or the By-Laws of Sears or, (iii) to
the best of the Company's knowledge, result in any material
violation of any statute or any order, rule or regulation
applicable to Sears of any court or any Federal, State or other
regulatory authority or other governmental body having
jurisdiction over Sears;
(h) The Principal Receivables conveyed by the
Company to the Trust under the Pooling and Servicing Agreement
had an aggregate outstanding balance determined as of the date
set forth in the Pricing Agreement of not less than the amount
set forth in the Pricing Agreement; and
(i) The Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), and the Trust is not
required to be registered under the Investment Company Act of
1940, as amended (the "Investment Company Act").
3. Subject to the terms and conditions herein set
forth, the Company agrees to cause to be issued and sold to each
of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the
purchase price specified in the Pricing Agreement applicable to
any Designated Securities, the principal amount of Designated
Securities set forth in such Pricing Agreement.
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4. (a) Upon the execution of the Pricing Agreement
applicable to any Designated Securities and the authorization by
you of the release of the Designated Securities, the several
Underwriters propose to offer the Designated Securities for sale
upon the terms and conditions set forth in the Prospectus as
amended or supplemented.
(b) Each Underwriter represents and agrees that
it will not offer or sell or deliver any of the Securities in any
jurisdiction except under circumstances that will result in
compliance with the applicable laws thereof.
(c) Each Underwriter represents and agrees that
it will not, at any time that such Underwriter is acting as an
"underwriter" (as defined in Section 2(11) of the Act) with
respect to any Designated Securities, transfer, deposit or
otherwise convey any such Designated Securities into a trust or
other type of special purpose vehicle that issues securities or
other instruments backed in whole or in part by, or that
represents interests in, such Designated Securities without the
prior written consent of the Company.
5. Unless otherwise specified in the Pricing
Agreement, Designated Securities to be purchased by each
Underwriter pursuant to the Pricing Agreement relating thereto
shall be delivered by or on behalf of the Company to you for the
account of such Underwriter, against payment by such Underwriter
or on its behalf of the purchase price thereof by wire transfer
to such account as the Company may designate of federal or other
immediately available funds. The place, time and date of such
delivery shall be set forth in the Pricing Agreement or at such
other place, time and date as you and the Company may agree upon
in writing, such time and date being herein called the "Time of
Delivery." Unless otherwise specified in the Pricing Agreement,
the Securities shall be represented by definitive certificates
registered in the name of Cede & Co., as nominee for The
Depository Trust Company. Such definitive certificates will be
made available for inspection at least twenty-four hours prior to
the Time of Delivery at the office of Bank One, National
Association, Xxx Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxx
00000.
6. The Company agrees with each of the Underwriters
of Designated Securities:
(a) Immediately following the execution of each
Pricing Agreement, the Company will prepare a Prospectus
Supplement setting forth the amount of Securities covered thereby
and the terms thereof not otherwise specified in the Prospectus,
the price at which such Securities are to be purchased by the
Underwriters from the Company, either the initial public offering
price or the method by which the price at which such Securities
are to be sold will be determined, the selling concessions and
allowances, if any, and such other information as the Company
deems appropriate in connection with the offering of such
Securities, and after the date of the Pricing Agreement relating
to such Securities and prior to the Time of Delivery for such
Securities the Company will not make any further amendment or any
supplement to the Registration Statement or Prospectus as amended
or supplemented without first having furnished you with a copy of
the proposed form thereof and given you a reasonable opportunity
to review the same; to advise you promptly of any such amendment
or supplement after such Time of Delivery and to furnish you with
copies thereof for so long as the delivery of a prospectus is
required in connection with the offering or sale of such
Securities; and during such same period to advise you, promptly
after it receives notice thereof, of the time when the
Registration Statement, or any amendment thereto, or any amended
Registration Statement has become effective or any supplement to
the Prospectus or any amended Prospectus has been filed, of the
issuance by the Commission of any stop order or of any order
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preventing or suspending the use of any Prospectus, or the
suspension of the qualification of such Securities for offering
or sale in any jurisdiction, or the initiation or threatening of
any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information; and in the
event of the issuance of any such stop order or of any such order
preventing or suspending the use of any such Prospectus or
suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;
(b) Promptly from time to time to take such
action as you may reasonably request to qualify the Securities
for offering and sale under the securities laws of such
jurisdictions as you may request and to comply with such laws so
as to permit the continuance of sales and dealings therein in
such jurisdictions for as long as may be necessary to complete
the distribution of such Securities, provided, that in connection
therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of
process in any jurisdiction;
(c) To furnish the Underwriters with copies of
the Prospectus as amended or supplemented in such quantities as
you may from time to time reasonably request and if at any time
the delivery of a prospectus is required by law in connection
with the offering or sale of such Securities and if at such time
any event shall have occurred as a result of which the Prospectus
as amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is
delivered, not misleading, or, if for any other reason it shall
be necessary during such same period to amend or supplement the
Prospectus in order to comply with the Act, to notify you and to
prepare and furnish without charge to each Underwriter and to any
dealer in securities as many copies as you may from time to time
reasonably request of an amended Prospectus or a supplement to
the Prospectus which will correct such statement or omission or
effect such compliance and in case any Underwriter is required to
deliver a prospectus in connection with sales of any Securities
at any time nine months or more after the effective date of the
Registration Statement, upon your request but at the expense of
such Underwriter, to prepare and deliver to such Underwriter as
many copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;
(d) To cause the Trust to make generally
available to holders of the Securities, in accordance with Rule
158 under the Act or otherwise, as soon as practicable, but in
any event not later than forty-five days after the end of the
fourth full fiscal quarter (ninety days in the case of the last
fiscal quarter in any fiscal year) following the fiscal quarter
ending after the effective date of the Registration Statement, an
earning statement of the Trust (which need not be audited)
complying with Section 11(a) of the Act and covering a period of
at least twelve consecutive months beginning after the effective
date of such Registration Statement;
(e) To pay or cause to be paid all expenses
incident to the performance of its obligations hereunder,
including the cost of all qualifications of the Securities under
state securities laws (including reasonable fees of counsel to
the Underwriters in connection with such qualifications and in
connection with legal investment surveys) and the cost of
printing this Agreement and any blue sky and legal investment
memoranda.
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The Company and Sears agree with each of the
Underwriters during the period beginning from the date of the
Pricing Agreement and continuing to and including the earlier of
(i) the termination of trading restrictions on the Designated
Securities, of which termination you agree to give the Company
prompt notice confirmed in writing, and (ii) the Time of
Delivery, not to offer, sell, contract to sell or otherwise
dispose of any securities of the Company or any other subsidiary
of Sears, or any other trust for which the Company or any other
subsidiary of Sears is depositor, which represent participation
interests in receivables arising under open end credit plans
offered by Sears, without your prior written consent, which
consent shall not be unreasonably withheld.
7. The obligations of the several Underwriters
hereunder and under the Pricing Agreement relating to Designated
Securities shall be subject, in their discretion, to the
condition that all representations and warranties and other
statements of the Company herein are, at and as of the Time of
Delivery for such Designated Securities, true and correct, the
condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) No stop order suspending the effectiveness of
the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have
been complied with to your reasonable satisfaction;
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(b) All corporate proceedings and related matters
in connection with the organization of the Company, the validity
of the Bank Assignment Agreement, the Purchase Agreement, the
Contribution Agreement, the Receivables Warehouse Agreement, the
Assignment of Additional Funds, the Pooling and Servicing
Agreement and the Series Supplement and the registration,
authorization, issue, sale and delivery of the Designated
Securities shall have been satisfactory to counsel to the
Underwriters, and such counsel shall have been furnished with
such papers and information as they may reasonably have requested
to enable them to pass upon the matters referred to in this
subdivision (b);
(c) Counsel to the Company shall have furnished
to you such counsel's written opinion, dated the Time of
Delivery, in form and substance satisfactory to you in your
reasonable judgment, to the effect that:
(i) The Company and Sears have been duly
incorporated and are validly existing as corporations in
good standing under the laws of their respective states of
incorporation;
(ii) This Agreement and the Pricing Agreement
have been duly authorized, executed and delivered on the
part of the Company and Sears;
(iii) The issue and sale of the
Designated Securities and the compliance by the Company with
all of the provisions of the Designated Securities, this
Agreement, the Pricing Agreement, the Purchase Agreement,
the Contribution Agreement, the Receivables Warehouse
Agreement, the Assignment of Additional Funds, the Pooling
and Servicing Agreement and the Series Supplement will not
(a) conflict with or result in any breach which would
constitute a material default under, or, except as
contemplated by the Pooling and Servicing Agreement or the
Series Supplement, result in the creation or imposition of
any lien, charge or encumbrance upon any of the property or
assets of the Company, material to the Company, pursuant to
the terms of, any indenture, loan agreement or other
agreement or instrument for borrowed money known to such
counsel to which the Company is a party or by which the
Company may be bound or to which any of the property or
assets of the Company, material to the Company, is subject,
(b) result in any violation of the provisions of the
Certificate of Incorporation, as amended, or the By-Laws of
the Company, or (c) to the best knowledge of such counsel,
result in any material violation of any statute or any
order, rule or regulation applicable to the Company of any
court or any Federal, State or other regulatory authority or
other governmental body having jurisdiction over the
Company, other than the Act, the Exchange Act, the Trust
Indenture Act and the Investment Company Act and the rules
and regulations under each such act and other than the
securities laws of the various states or other jurisdictions
which are applicable to the issue and sale of the Securities
and other than state laws pertaining to the perfection of
security interests;
(iv) To the best knowledge of such counsel,
no consent, approval, authorization or other order of, or
filing with, any court or any Federal, State or other
regulatory authority or other governmental body having
jurisdiction over Sears or the Company is required for the
consummation by Sears and the Company, as applicable, of the
transactions contemplated by the Bank Assignment Agreement,
the Purchase Agreement, the Contribution Agreement, the
Assignment of Additional Funds and the Receivables Warehouse
Agreement or for the issue and sale of the Securities except
as may be required under the Act, the Exchange Act, the
Trust Indenture Act and the Investment
8
Company Act and securities laws of the various states or
other jurisdictions which are applicable to the issue and
sale of the Securities and except for the filing of any
financing or continuation statement required to perfect the
respective interests of the Trust, the Company and Sears in
the Receivables;
(v) The compliance by Sears with all of the
provisions of this Agreement, the Bank Assignment Agreement,
the Purchase Agreement, the Contribution Agreement, the
Receivables Warehouse Agreement, the Pooling and Servicing
Agreement and the Series Supplement will not (a) conflict
with or result in any breach which would constitute a
material default under, or, except as contemplated by the
Bank Assignment Agreement, the Pooling and Servicing
Agreement, the Series Supplement, the Purchase Agreement,
the Contribution Agreement or the Receivables Warehouse
Agreement result in the creation or imposition of any lien,
charge or encumbrance upon any of the property or assets of
Sears or any subsidiary thereof, material to Sears and its
subsidiaries (whether or not consolidated) considered as a
whole, pursuant to the terms of, any indenture, loan
agreement or other agreement or instrument for borrowed
money known to such counsel to which Sears or any Designated
Subsidiary is a party or by which Sears or any Designated
Subsidiary may be bound or to which any of the property or
assets of Sears or any Designated Subsidiary, material to
Sears and its subsidiaries (whether or not consolidated)
considered as a whole, is subject, (b) result in any
violation of the provisions of the Restated Certificate of
Incorporation or the By-Laws of Sears, or (c) to the best
knowledge of such counsel, result in any material violation
of any statute or any order, rule or regulation applicable
to Sears of any court or any Federal, State or other
regulatory authority or other governmental body having
jurisdiction over Sears, other than the Act, the Exchange
Act, the Trust Indenture Act and the Investment Company Act
and the rules and regulations under each such act and other
than the securities laws of the various states or other
jurisdictions which are applicable to the issue and sale of
the Securities and other than state laws pertaining to the
perfection of security interests;
(vi) Each of the Pooling and Servicing
Agreement, the Series Supplement, the Purchase Agreement,
the Contribution Agreement and the Receivables Warehouse
Agreement has been duly authorized, executed and delivered
on the part of the Company and Sears and, as to each of the
Company and Sears, is a valid and binding instrument
enforceable in accordance with its terms except as the
foregoing may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter
in effect relating to creditors' rights generally or general
principles of equity (whether considered in a proceeding at
law or in equity) and the discretion of the court before
which any proceeding therefor may be brought; the Pooling
and Servicing Agreement is not required to be qualified
under the Trust Indenture Act; the Trust is not required to
be registered under the Investment Company Act; and the
Securities have been duly authorized and (assuming their due
authentication by the Trustee) have been duly executed,
issued and delivered and constitute valid and binding
obligations of the Trust in accordance with their terms,
entitled to the benefits of the Pooling and Servicing
Agreement and the Series Supplement, except as the foregoing
may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws now or hereafter in effect
relating to creditors' rights generally or general
principles of equity (whether considered in a proceeding at
law or in equity) and the discretion of the court before
which any proceeding therefor may be brought;
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(vii) The Bank Assignment Agreement has
been duly authorized, executed and delivered by Sears and,
as to Sears, is a valid and binding instrument enforceable
in accordance with its terms, except as the foregoing may be
limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws now or hereafter in effect
relating to creditors' rights generally or general
principles of equity (whether considered in a proceeding at
law or in equity) and the discretion of the court before
which any proceeding therefor may be brought;
(viii) The Assignment of Additional Funds
has been duly authorized, executed and delivered by the
Company and, as to the Company, is a valid and binding
instrument enforceable in accordance with its terms, except
as the foregoing may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter
in effect relating to creditors' rights generally or general
principles of equity (whether considered in a proceeding at
law or in equity) and the discretion of the court before
which any proceeding therefor may be brought;
(ix) Such counsel does not know of any
pending legal or governmental proceedings required to be
described in the Prospectus which are not described as
required;
(x) The documents incorporated by reference
in the Prospectus as amended or supplemented (other than
financial, statistical and accounting data therein, as to
which such counsel need express no opinion), when they
became effective or were filed with the Commission, as the
case may be, complied as to form in all material respects
with the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder;
(xi) The Registration Statement and the
Prospectus as amended or supplemented (excluding the
documents incorporated by reference therein) (other than
financial, statistical and accounting data therein as to
which such counsel need express no opinion) comply as to
form in all material respects with the requirements of the
Act and the rules and regulations thereunder; and
(xii) Such counsel does not know of any
contract or other document to which the Company or Sears is
a party required to be filed as an exhibit to the
Registration Statement or required to be incorporated in the
Prospectus as amended or supplemented or required to be
described in the Prospectus as amended or supplemented which
has not been so filed or described.
In rendering such opinion, such counsel may rely to the
extent such counsel deems appropriate upon certificates of
officers or other executives of the Company or Sears, its
business groups and its subsidiaries and of public officials as
to factual matters and upon opinions of other counsel. Such
counsel shall also state that: (a) nothing has come to such
counsel's attention which has caused such counsel to believe that
any of the documents referred to in subdivision (ix) above (other
than financial, statistical and accounting data therein, as to
which such counsel need express no belief), in each case after
excluding any statement in any such document which does not
constitute part of the Registration Statement or the Prospectus
as amended or supplemented pursuant to Rule 412 of Regulation C
under the Act and after substituting therefor any statement
modifying or superseding such excluded statement, when they
became effective or were
10
filed, as the case may be, contained, in the case of documents
which became effective under the Act, an untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and, in the case of documents which were filed under
the Exchange Act with the Commission, an untrue statement of a
material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and (b)
nothing has come to such counsel's attention which has caused
such counsel to believe that the Registration Statement or the
Prospectus as amended or supplemented (other than financial,
statistical and accounting data therein, as to which such counsel
need express no belief) contains an untrue statement of a
material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading;
(d) Counsel to the Bank shall have furnished to
you such counsel's written opinion, dated the Time of Delivery,
in form and substance satisfactory to you in your reasonable
judgment, to the effect that:
(i) The Bank has been duly incorporated and
is validly existing as a national banking association in
good standing under the laws of the United States of
America;
(ii) The compliance by the Bank with all of
the provisions of the Bank Assignment Agreement will not (a)
conflict with or result in any breach which would constitute
a material default, or except for that created by the Bank
Assignment Agreement, result in the creation or imposition
of any lien, charge or encumbrance upon any of the property
or assets of the Bank, material to the Bank, pursuant to the
terms of, any indenture, loan agreement or other agreement
or instrument for borrowed money known to such counsel to
which the Bank is a party, or by which the Bank may be
bound, or to which any of the property or assets of the
Bank, material to the Bank, is subject, (b) result in any
violation of the provisions of the Articles of Association
or the By-Laws of the Bank, or (c) to the best knowledge of
such counsel, result in any material violation of any
statute or any order, rule or regulation applicable to the
Bank of any court or any Federal, State or other regulatory
authority or other governmental body having jurisdiction
over the Bank;
(iii) To the best knowledge of such
counsel, no consent, approval, authorization or other order
of, or filing with, any court or any Federal, State or other
regulatory authority or other governmental body having
jurisdiction over the Bank, which has not already been made
or obtained, is required for the consummation of the
transactions contemplated by the Bank Assignment Agreement,
except for the filing of any financing or continuation
statement required to perfect the interest of Sears in the
Receivables; and
(iv) The Bank Assignment Agreement has been
duly authorized, executed and delivered on the part of the
Bank and, as to the Bank, is a valid and binding instrument
enforceable in accordance with its terms, except as the
foregoing may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter
in effect relating to creditors' rights generally, general
principles of equity (whether considered in a proceeding at
law or in equity), or the discretion of the court before
which any proceeding therefor may be brought.
11
In rendering such opinion, such counsel may rely to the
extent such counsel deems appropriate upon certificates of
officers or other executives of the Company or Sears, its
business groups and its subsidiaries and of public officials as
to factual matters and upon opinions of other counsel.
(e) At the Time of Delivery for such Designated
Securities, Deloitte & Touche LLP shall have furnished to you a
letter or letters, dated the respective date of delivery thereof,
in form and substance satisfactory to you as to such matters as
you may reasonably request;
(f) (i) Sears and its subsidiaries (whether or
not consolidated) considered as a whole, shall not have
sustained, since the date of the latest audited financial
statement previously delivered to you, any material loss or
interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree
and (ii) since the date of the Pricing Agreement there shall not
have been any material change in the capital stock accounts or
long-term debt of Sears or any material adverse change in the
general affairs, financial position, shareholders' equity or
results of operations of Sears and its subsidiaries (whether or
not consolidated) considered as a whole, the effect of which in
any such case described in clause (i) or (ii), in your judgment
makes it impracticable or inadvisable to proceed with the public
offering or the delivery of the Designated Securities on the
terms and in the manner contemplated in the Prospectus as amended
or supplemented;
(g) Subsequent to the date of the Pricing
Agreement relating to such Designated Securities, no downgrading
shall have occurred in the rating accorded to Sears senior debt
securities by Xxxxx'x Investors Service, Inc. ("Moody's") or
Standard & Poor's Ratings Services ("Standard & Poor's");
provided, however, that this subdivision (g) shall not apply to
any such rating agencies which shall have notified you of the
rating of the Designated Securities prior to the execution of the
Pricing Agreement;
(h) Subsequent to the date of the Pricing
Agreement relating to such Designated Securities neither (i) the
United States shall have become engaged in the outbreak or
escalation of hostilities involving the United States or there
has been a declaration by the United States of a national
emergency or a declaration of war, (ii) a banking moratorium
shall have been declared by either Federal or New York State
authorities, nor (iii) trading in securities generally on the New
York Stock Exchange shall have been suspended or limited or
minimum prices shall have been established by such Exchange, any
of which events, in your judgment, renders it inadvisable to
proceed with the public offering or the delivery of the
Designated Securities;
(i) At or prior to the Time of Delivery, the
Certificates shall be assigned the ratings by Moody's and
Standard & Poor's set forth in the Pricing Agreement;
(j) The Company shall have furnished or caused to
be furnished to you at the Time of Delivery for the Designated
Securities certificates satisfactory to you as to the accuracy at
and as of such Time of Delivery of the representations,
warranties and agreements of the Company herein and as to the
performance by the Company of all its obligations hereunder to be
performed at or prior to such Time of Delivery and the Company
shall have also furnished you similar certificates satisfactory
to you as to the matters set forth in subdivision (a) of this
Section 7; and
12
(k) Counsel to the Company shall have furnished
to the Underwriters a letter stating that the Underwriters may
rely on the opinions of such counsel to the Company as delivered
to Moody's and Standard & Poor's in connection with the rating of
the Securities.
8. (a) The Company and Sears will jointly and
severally indemnify and hold harmless each Underwriter against
any losses, claims, damages or liabilities, joint or several, to
which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration
Statement, any prospectus relating to the Securities or the
Prospectus as amended or supplemented, or any amendment or
supplement thereto furnished by the Company, or arise out of or
are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or (in the case of
the Registration Statement or the Prospectus as amended or
supplemented, or any amendment or supplement thereto) necessary
to make the statements therein not misleading or (in the case of
any Preliminary Prospectus) necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading; and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter
in connection with investigating or defending any such action or
claim; provided, however, that neither the Company nor Sears
shall be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the
Registration Statement, the Prospectus or the Prospectus as
amended or supplemented or any such amendment or supplement in
reliance upon and in conformity with written information
furnished to the Company by any Underwriter of Designated
Securities through you expressly for use in the Prospectus as
amended or supplemented relating to such Securities; and
provided, further, that neither the Company nor Sears shall be
liable to any Underwriter or any person controlling such
Underwriter under the indemnity agreement in this subdivision (a)
with respect to the Preliminary Prospectus or the Prospectus or
the Prospectus as amended or supplemented, as the case may be, to
the extent that any such loss, claim, damage or liability of such
Underwriter or controlling person results solely from the fact
that such Underwriter sold Designated Securities to a person to
whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus (excluding
documents incorporated by reference) or of the Prospectus as then
amended or supplemented (excluding documents incorporated by
reference) if the Company has previously furnished copies thereof
to such Underwriter.
(b) Each Underwriter will indemnify and hold
harmless the Company and Sears against any losses, claims,
damages or liabilities to which the Company or Sears may become
subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement, the Prospectus, or the
Prospectus as amended or supplemented, or any amendment or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or (in the case of the Registration
Statement or the Prospectus or the Prospectus as amended or
supplemented, or any amendment or supplement thereto) necessary
to make the statements therein not misleading or (in the case of
any Preliminary Prospectus) necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or
omission or alleged
13
omission was made in any Preliminary Prospectus, the Registration
Statement, the Prospectus, or the Prospectus as amended or
supplemented, or any such amendment or supplement in reliance
upon and in conformity with written information furnished to the
Company by such Underwriter through you expressly for use
therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim.
(c) Within a reasonable period after receipt by
an indemnified party under subdivision (a) or (b) above of notice
of the commencement of any action with respect to which
indemnification is sought under such subdivision or contribution
may be sought under subdivision (d) below, such indemnified party
shall notify the indemnifying party in writing of the
commencement thereof. In case any such action shall be brought
against any indemnified party, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall
wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not
be liable to such indemnified party for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs
of investigation.
(d) If the indemnification provided for in this
Section 8 is unavailable to an indemnified party under
subdivision (a) or (b) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of
such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and
the Underwriters of the Designated Securities on the other from
the offering of the Designated Securities to which such loss,
claim, damage or liability (or actions in respect thereof)
relates and also the relative fault of the Company on the one
hand and the Underwriters of the Designated Securities on the
other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the
Company on the one hand and such Underwriters on the other shall
be deemed to be in the same proportion as the total net proceeds
from the offering of such securities (before deducting expenses)
received by the Company bear to the total underwriting discounts
and commissions received by the Underwriters, in each case as set
forth on the cover page of the Prospectus as amended or
supplemented. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied
by the Company on the one hand or the Underwriters on the other
and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement
or omission of the Company on the one hand or the Underwriters,
directly or through you, on the other hand. With respect to any
Underwriter, such relative fault shall also be determined by
reference to the extent (if any) to which such losses, claims,
damages or liabilities (or actions in respect thereof) with
respect to any Preliminary Prospectus result from the fact that
such Underwriter sold Designated Securities to a person to whom
there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus (excluding
documents incorporated by reference) or of the Prospectus as then
amended or supplemented (excluding documents incorporated by
reference) if the Company has previously furnished copies thereof
to such Underwriter. The
14
Company, Sears and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this subdivision
(d) were determined by per capita allocation among the
indemnifying parties (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations
referred to above in this subdivision (d). The amount paid or
payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof)
referred to above in this subdivision (d) shall be deemed to
include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this
subdivision (d), no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at
which the applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The
obligations of the Underwriters in this subdivision (d) to
contribute are several in proportion to their respective
underwriting obligations and not joint.
(e) The obligations of the Company and Sears
under this Section 8 shall be in addition to any liability which
the Company and Sears may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the
obligations of the Underwriters under this Section 8 shall be in
addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to
each person, if any, who controls the Company within the meaning
of the Act.
9. (a) If any Underwriter shall default in its
obligation to purchase the Designated Securities which it has
agreed to purchase hereunder and under the Pricing Agreement
relating to such Designated Securities, you may in your
discretion arrange for yourselves or another party or other
parties to purchase such Designated Securities on the terms
contained herein. If within thirty-six hours after such default
by any Underwriter you do not arrange for the purchase of such
Designated Securities, then the Company shall be entitled to a
further period of thirty-six hours within which to procure
another party or other parties to purchase such Designated
Securities on such terms. In the event that, within the
respective prescribed periods, you notify the Company that you
have so arranged for the purchase of such Designated Securities,
or the Company notifies you that it has so arranged for the
purchase of such Designated Securities, you or the Company shall
have the right to postpone the Time of Delivery for such
Designated Securities for a period of not more than seven days,
in order to effect whatever changes may thereby be made necessary
in the Registration Statement or the 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
made necessary. The term "Underwriter" as used in this Agreement
shall include any person substituted under this Section with like
effect as if such person had originally been a party to this
Agreement with respect to such Designated Securities.
15
(b) If, after giving effect to any arrangements
for the purchase of the Designated Securities of a defaulting
Underwriter or Underwriters by you and the Company as provided in
subdivision (a) above, the aggregate principal amount of such
Designated Securities which remains unpurchased does not exceed
one-eleventh of the aggregate principal amount of the Designated
Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of
Securities which such Underwriter agreed to purchase hereunder
and under the Pricing Agreement relating to such Designated
Securities and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the
principal amount of the Designated Securities which such
Underwriter agreed to purchase hereunder and under such Pricing
Agreement) of the Designated Securities of such defaulting
Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
(c) If, after giving effect to any arrangements
for the purchase of the Designated Securities of a defaulting
Underwriter or Underwriters by you and the Company as provided in
subdivision (a) above, the aggregate principal amount of
Designated Securities which remains unpurchased exceeds one-
eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subdivision (b) above, or if the
Company shall not exercise the right described in subdivision
(b) above to require non-defaulting Underwriters to purchase
Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such
Designated Securities shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the
Company, except for the expenses to be borne by the Company and
the Underwriters as provided in Section 6(e) hereof and the
indemnity and contribution agreements in Section 8 hereof; but
nothing herein shall relieve a defaulting Underwriter from
liability for its default.
10. The respective indemnities, agreements,
representations, warranties and other statements of the Company,
Sears and the several Underwriters, as set forth in this
Agreement or made by or on behalf of them, respectively, pursuant
to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the
results thereof) made by or on behalf of any Underwriter or any
controlling person of any Underwriter, or the Company, or any
officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Securities.
Anything herein to the contrary notwithstanding, the
indemnity agreement of the Company and Sears in subdivisions (a)
and (e) of Section 8 hereof, the representations and warranties
in subdivisions (b) and (c) of Section 2 hereof and any
representation or warranty as to the accuracy of the Registration
Statement or the Prospectus as amended or supplemented contained
in any certificate furnished by the Company pursuant to
subdivision (i) of Section 7 hereof, insofar as they may
constitute a basis for indemnification for liabilities (other
than payment by the Company and Sears of expenses incurred or
paid in the successful defense of any action, suit or proceeding)
arising under the Act, shall not extend to the extent of any
interest therein of an Underwriter or a controlling person of an
Underwriter if a director, officer or controlling person of the
Company when the Registration Statement becomes effective or a
person who, with his consent, is named in the Registration
Statement as being about to become a director of the Company, is
a controlling person of such Underwriter, except in each case to
the extent that an interest of such character shall have been
determined by a court of appropriate jurisdiction as not against
public policy as expressed in the
16
Act. Unless in the opinion of counsel for the Company and Sears
the matter has been settled by controlling precedent, the Company
and Sears will, if a claim for such indemnification is asserted,
submit to a court of appropriate jurisdiction the question
whether such interest is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
11. If any Pricing Agreement shall be terminated
pursuant to Section 9 hereof, the Company shall not then be under
any liability to any Underwriter with respect to the Designated
Securities covered by such Pricing Agreement except as provided
in Section 6(e) and Section 8 hereof; but, if for any other
reason any Designated Securities are not delivered by or on
behalf of the Company as provided herein, the Company and Sears
will reimburse the Underwriters through you for all out-of-pocket
expenses approved in writing by you, including fees and
disbursements of counsel, reasonably incurred by the Underwriters
in making preparations for the purchase, sale and delivery of
such Designated Securities, but neither the Company nor Sears
shall then be under any further liability to any Underwriter with
respect to such Designated Securities except as provided in
Section 6(e) and Section 8 hereof.
12. In all dealings hereunder, you shall act on behalf
of each of the underwriters of Designated Securities, and the
parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any
Underwriter made or given by you.
All statements, requests, notices and agreements
hereunder shall be in writing or by telegram or facsimile
transmission if promptly confirmed in writing and if to the
Underwriters shall be sufficient in all respects, if delivered or
sent by registered mail to the representative of the Underwriters
named in the Pricing Agreement at the address named therein; and
if to the Company or Sears shall be sufficient in all respects if
delivered or sent by registered mail to the Company at 0000
Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Secretary.
13. This Agreement and each Pricing Agreement shall be
binding upon, and inure solely to the benefit of, the
Underwriters, Sears, the Company and, to the extent provided in
Section 8 and Section 10 hereof, the officers and directors of
the Company and each person who controls the Company or any
Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement or
any such Pricing Agreement. No purchaser of any of the
Securities from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.
14. Time shall be of the essence of this Agreement and
each Pricing Agreement.
15. This Agreement and each Pricing Agreement shall be
construed in accordance with the laws of the State of New York.
In the event of any conflict between this Agreement and the
Pricing Agreement, the Pricing Agreement shall govern.
16. This Agreement and each Pricing Agreement may be
executed by any one or more of the parties hereto and thereto in
any number of counterparts, each of which shall be deemed to be
an original, but all such respective counterparts shall together
constitute one and the same instrument.
17
If the foregoing is in accordance with your
understanding, please sign and return ten counterparts hereof and
upon the acceptance hereof by you, on behalf of each of the
Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Underwriters
and the Company.
Very truly yours,
SRFG, INC.
By:______________________________
SEARS, XXXXXXX AND CO.
By:______________________________
Accepted as of the date hereof:
LEAD UNDERWRITER
___________________________________
Authorized Signatory
As Representative of the several Underwriters
18
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
Dated: _____________, 19__
To: SRFG, Inc., as Seller under the Pooling and Servicing
Agreement dated as of July 31, 1994, as amended.
Re: Underwriting Agreement dated _____________, 19__
Title: Sears Credit Account Master Trust II, $______________
_______ Class ____, Master Trust Certificates, Series ____.
Initial Principal Amount of Certificates: $_______________
[State by Class if more than one Class]
Class A Expected Final Payment Date: __________________
Class B Expected Final Payment Date: __________________
Series and Class Designation Schedule: [insert relevant
description of Series and Classes of Certificates]
Series Cut-Off Date: The last day of the Due Period ending in
__________________
Certificate Rating: [" " by Xxxxx'x Investors Service, Inc.]
[" " by Standard and Poor's Ratings Services] [State by Class
if more than one Class]
Aggregate outstanding balance of Principal Receivables as of the
last day of the Due Period ending in ________________.
Date of Series Supplement: ____________, 199_.
Certificate Rate: ____% per annum. [State by Class if more than
one Class]
Terms of Sale: The purchase price for the Designated Securities
to the Underwriter[s] will be ____% of the aggregate principal
amount of the Certificates as of __________, 19__, plus accrued
interest at the Certificate Rate from ____________, 19__. [State
by Class if more than one Class.]
19
Initial Public Offering Price: The initial public offering price
for the Designated Securities will be ___% of the aggregate
principal amount of the Certificates as of ___________, 199_,
plus accrued interest at the Certificate Rate from
_______________, 199_ [State by Class if more than one Class.]
Closing Location: [Xxxxxx & Xxxxxxx, Xxxxx Xxxxx, 00xx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000]
Time of Delivery: __:__ A.M., New York Time, on ___________,
19__, or at such other time as may be agreed upon in writing.
Address of Representative of the Underwriters for notices:
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
Series ____-_ Certificates. This Pricing Agreement may be
amended only by written agreement of the parties hereto.
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
Designated Securities [set forth opposite their names in Schedule
1].
Very truly yours,
[UNDERWRITERS]
By:
By:
________________________________
On behalf of each of the
Underwriters
Accepted:
SRFG, INC.
By: __________________________
20
SCHEDULE 1
Principal Principal
Amount of Amount of
Class _ Class _
Certificates Certificates
to be to be
Underwriter Purchased Purchased
. . . . . . . . . . . . . . $ $
. . . . . . . . . . . . . . $ $
. . . . . . . . . . . . . . $ $
. . . . . . . . . . . . . . $ $
Total $ $
21
