$970,000,000
THE MONEY STORE INC.
The Money Store Home Equity Asset Backed Certificates,
Series 1997-B
PRICING AGREEMENT
June 25, 1997
Prudential Securities Incorporated
as representative of the several Underwriters
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Salomon Brothers Inc.
as representative of the Underwriters
Xxxxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Brother Inc.
Three World Financial Center
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated June 25, 1997
(the "Underwriting Agreement"), relating to $970,000,000 aggregate principal
amount of The Money Store Home Equity Asset Backed Certificates, Series 1997-B,
Class A-1, Class X-0, Xxxxx X-0, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10 and Class A-11 (collectively, the "Class A
Certificates"). Pursuant to the Underwriting Agreement, The Money Store Inc.
(the "Company") agrees with Prudential Securities Incorporated and Salomon
Brothers Inc., as representatives of the Underwriters, that the Initial Class
Certificate Balance, the Pass-Through Rates, the price to public and the
Underwriter's discount shall be as follows:
Initial Pass- Proceeds to
Class Through Price to Underwriting Originators
CLASS Certificate Rate Public(1) Discount (1)(2)
Balance
Class A-1 $80,500,000 6.395% 100.000000% 0.1250% 99.875000%
Class A-2 $84,500,000 6.420% 100.000000% 0.1700% 99.830000%
Class A-3 $105,400,000 6.520% 100.000000% 0.1900% 99.810000%
Class A-4 $57,500,000 6.640% 100.000000% 0.2350% 99.765000%
Class A-5 $52,800,000 6.825% 100.000000% 0.2500% 99.750000%
Class A-6 $49,000,000 6.930% 100.000000% 0.2750% 99.725000%
Class A-7 $65,300,000 7.265% 99.984375% 0.3250% 99.659375%
Class A-8 $55,000,000 6.900% 100.000000% 0.3250% 99.675000%
Class A-9 $270,000,000 (3) 100.000000% 0.2250% 99.775000%
Class A-10 $140,000,000 (4) 100.000000% 0.2250% 99.775000%
Class A-11 $10,000,000 7.180% 100.000000% 0.2250% 99.775000%
----------- ----------- ------- ----------
Total $970,000,000 $969,989,769.88 $2,182,385.00 $967,807,411.88
=============== ============== =============== ================
(1) Plus, for each Class of Class A Certificates, accrued
interest at the applicable Pass- Through Rate from June
1, 1997 to, but not including, the Closing Time (other
than the Class A-9 Certificates, which shall accrue
interest from June 15, 1997 and the Class A-10
Certificates, which shall accrue interest from the
Closing Time).
(2) Before deducting expenses payable by the Company.
(3) The Pass-Through Rate for the Class A-9 Certificates will equal
LIBOR plus 0.10% subject to the applicable Net Funds Cap. In the
case of the Class A-10 Certificates, in no event shall the
Pass-Through Rate exceed 14% per annum.
(4) The Pass-Through Rate for the Class A-10 Certificates will be
determined pursuant to the Auction Procedures described in Annex
I to the Prospectus Supplement.
The Class A Certificates will be offered by the Underwriters to the
public subject to the concessions and discounts set forth in the Prospectus.
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
between the Underwriter and the Company in accordance with its terms.
Very truly yours,
THE MONEY STORE INC.
By:_____________________________
Xxxxx Xxxxxxx
Treasurer
THE ORIGINATORS LISTED ON
ANNEX A HERETO
By:_____________________________
Xxxxx Xxxxxxx
Treasurer
CONFIRMED AND ACCEPTED, as of the date first above written:
PRUDENTIAL SECURITIES INCORPORATED
By:________________________
Name:
Title:
SALOMON BROTHERS INC.
By:________________________
Name:
Title:
XXXXXX BROTHERS INC.
By:________________________
Name:
Title:
Acting on behalf of themselves
and as the representatives of
the Underwriters.
