SEARS CREDIT ACCOUNT MASTER TRUST II MASTER TRUST CERTIFICATES PRICING AGREEMENT CLASS B Dated: October 25, 2000
Exhibit 1.4
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
CLASS B
Dated: October 25, 2000
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To: |
SRFG, Inc. (the "Company") as Seller under the Pooling and Servicing Agreement dated as of July 31, 1994, as amended. |
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Re: |
Underwriting Agreement dated October 25, 2000 (the "Agreement") (a copy of which is attached hereto). |
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Title: |
Sears Credit Account Master Trust II, $40,500,000, Floating Rate Class B Master Trust Certificates, Series 2000-4. |
Initial Principal Amount of Certificates:
$40,500,000 Class B Master Trust Certificates, Series 2000-4
Class B Expected Principal Payment Date:
November 2007 Distribution Date
Series and Class Designation of Designated Securities:
Floating Rate Class B Master Trust Certificates, Series 2000-4 (the "2000-4 Class B Certificates")
Certificate Rating:
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Class B Certificates: |
Aa3 by Xxxxx'x Investors Service, Inc. |
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A by Standard & Poor's Ratings Services |
Minimum Principal Receivables Balance after giving effect to the issuance of Series 2000-3 and Series 2000-4:
$10,357,671,507
Date of Series Supplement:
November 2, 2000
Certificate Rate:
Class B Certificates: One-month LIBOR plus 0.53% per annum.
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 applicable Certificate Rate from the Time of Delivery.
Class B Certificates: 99.675%
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 the Time of Delivery.
Class B Certificates: 100.000%
Closing Location:
Sears, Xxxxxxx and Co.
0000 Xxxxxxx Xxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
Time of Delivery:
8:30 A.M., Chicago Time, on November 2, 2000, or at such other time as may be agreed upon in writing.
Addresses 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 hereto agree that the Company and Sears may enter into that certain Pricing Agreement of even date herewith (the "2000-4 Class A Pricing Agreement") pursuant to the Underwriting Agreement dated October 25, 2000 among the Company, Sears and the representatives of the Class A Underwriters (as defined herein) (the "Class A Underwriting Agreement"), with respect to the purchase and sale of the Class A Master Trust Certificates, Series 2000-4 (the "2000-4 Class A Certificates"), and may consummate the transactions contemplated thereby. It is a condition to the effectiveness of the Class B Underwriting Agreement that the Class A Underwriting Agreement and the 2000-4 Class A Pricing Agreement be duly executed and delivered by the parties thereto.
(b) 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 (the "2000-3 Class A Pricing Agreement") pursuant to the Class A Underwriting Agreement, with respect to the purchase and sale of the Class A Master Trust Certificates, Series 2000-3 and may consummate the transactions contemplated thereby.
(c) 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 (the "2000-3 Class B Pricing Agreement") pursuant to the Agreement, with respect to the purchase and sale of the Class B Master Trust Certificates, Series 2000-3 and may consummate the transactions contemplated thereby.
(d) 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 2000-4 Class B Certificates. This Pricing Agreement may be amended only by written agreement of the parties hereto.
(e) If an underwriter under the 2000-4 Class A Pricing Agreement (a "Class A Underwriter") shall default in its obligations to purchase the 2000-4 Class A Certificates, the Company shall have the right to postpone the Time of Delivery for the 2000-4 Class B Certificates for a period of not more than ten days, in order to procure another party for other parties to purchase such 2000-4 Class A 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.
(f) The purchase and sale of the 2000-4 Class B Certificates shall occur concurrently with, and shall be conditioned upon, the purchase and sale of the 2000-4 Class A Certificates. Notwithstanding anything in the Agreement to the contrary, if the 2000-4 Class A Pricing Agreement terminates because of the default of a Class A Underwriter, the Company shall not be under any liability to any Underwriter with respect to the 2000-4 Class B Certificates covered hereby except as provided in Section 6(e) and Section 8 of the Agreement.
The Underwriters named in Schedule 1 hereto agree, 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.
Very truly yours,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxxx X. Xxxxxx
Accepted:
SRFG, INC.
By: /s/ Xxxxxx X. Xxxxx
SEARS, XXXXXXX AND CO.
By: /s/ Xxxxx X. Xxxxxxx
SCHEDULE 1
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Underwriter |
Principal |
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx |
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Incorporated |
$ 40,500,000 |
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Total: |
$ 40,500,000 |
