SEARS CREDIT ACCOUNT MASTER TRUST II MASTER TRUST CERTIFICATES PRICING AGREEMENT CLASS A Dated: February 14, 2002
Exhibit 1.3
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
CLASS A
Dated: February 14, 2002
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 February 14, 2002 (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 2002-1.
Aggregate Initial Principal Amount of Certificates:
$700,000,000 Class A Master Trust Certificates, Series 2002-1
Class A Expected Principal Payment Date:
February 2005 Distribution Date
Series and Class Designation of Designated Securities:
Floating Rate Class A Master Trust Certificates, Series 2002-1 (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 2002-1:
$12,163,395,520
Date of Series Supplement:
February 22, 2002
Certificate Rate:
Class A Certificates: One-month LIBOR plus 0.10%.
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%
Registration Statement
The term "Registration Statement" as used in the Underwriting Agreement shall mean, collectively, (i) the Trust's registration statement on Form S-3 (SEC File No. 333-91981), and (ii) the Trust's registration statement on Form S-3 (SEC File No. 333-71358).
Closing Location:
Sears, Xxxxxxx and Co.
0000 Xxxxxxx Xxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
Time of Delivery:
8:30 A.M., Chicago Time, on February 22, 2002, or at such other time as may be agreed upon in writing.
Address of Representatives of the Underwriters for notices:
Banc of America Securities LLC X.X. Xxxxxx Securities Inc.
NC1-007-10-07 000 Xxxx Xxxxxx
000 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxxxx, XX 00000
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 February 14, 2002 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 2002-1 (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.
(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,
BANC OF AMERICA SECURITIES LLC
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Managing Director
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Vice President
On behalf of each of the Underwriters
Accepted:
SRFG, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
SEARS, XXXXXXX AND CO.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Treasurer
SCHEDULE 1
|
Underwriter |
Principal Amount |
|
|
|
|
Banc of America Securities LLC ............... |
$ 117,000,000 |
|
X.X. Xxxxxx Securities Inc. ....................... |
117,000,000 |
|
Banc One Capital Markets, Inc. ................ |
116,500,000 |
|
Credit Suisse First Boston Corporation ..... |
116,500,000 |
|
Xxxxxx Brothers Inc. ............................... |
116,500,000 |
|
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx |
|
|
Incorporated................... |
116,500,000 |
|
Total: |
$700,000,000
|
