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EXHIBIT 1.2
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
Dated: November 15, 1999
To: SRFG, Inc., ("SRFG") as Seller under the Pooling and Servicing Agreement
dated as of July 31, 1994, as amended.
Re: Underwriting Agreement dated November 15, 1999 (the "Agreement") (a copy
of which is attached hereto).
Title: Sears Credit Account Master Trust II, $400,000,000 6.45% Class A Master
Trust Certificates, Series 1999-3.
Initial Principal Amount of Certificates:
$400,000,000 Class A Master Trust Certificates, Series 1999-3
Class A Expected Final Payment Date: November 2005
Series and Class Designation of Designated Securities:
6.45% Class A Master Trust Certificates, Series 1999-3 (the "Class A
Certificates")
Certificate Rating: Class A Certificates: Aaa by Xxxxx'x Investors Service, Inc.
AAA by Standard & Poor's Ratings Services
Aggregate Principal Receivables in the Accounts in the Trust as of the last day
of the Due Period ending in October 1999: $9,629,437,514
Date of Series Supplement: November 23, 1999
Certificate Rate: Class A Certificates: 6.45% per annum.
Terms of Sale: The purchase price for the Designated Securities to the
Underwriters 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 November 23, 1999.
Class A Certificates: 98.7221%
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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 November 23, 1999.
Class A Certificates: 99.0221%
Closing Location: Sears, Xxxxxxx and Co.
0000 Xxxxxxx Xxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
Time of Delivery: 10:00 A.M., New York Time, on November 23, 1999, or at such
other time as may be agreed upon in writing.
Address of Representative of the Underwriters for notices:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: J. Xxxxxxx Xxx Xxxx
Facsimile: (000) 000-0000
Additional Agreements:
Notwithstanding any provision in the Agreement to the
contrary, each of the several Underwriters expressly waives the condition
provided in Section 7(g) of the Agreement; further, the occurrence of any event
described in Section 7(g) shall not be deemed a failure of any condition
described in Section 7(f) of the Agreement.
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.
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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 name 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 a form of
Agreement among 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,
XXXXXX XXXXXXX & CO.INCORPORATED
By: /s/ J. Xxxxxxx Xxx Xxxx
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On behalf of each of the Underwriters
Accepted:
SRFG, INC.
By: /s/ Xxxxxx X. Xxxxx
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SEARS, XXXXXXX AND CO.
By: /s/ Xxxxx X. Xxxxxxx
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SCHEDULE 1
Principal
Amount of
Class A
Certificates
to be
Underwriter Purchased
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Xxxxxx Xxxxxxx & Co. Incorporated ............................ $ 80,000,000
Bear Xxxxxxx & Co. Inc. ...................................... $ 80,000,000
Credit Suisse First Boston Corporation ....................... $ 80,000,000
Xxxxxxx, Xxxxx & Co. ......................................... $ 80,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated............ $ 80,000,000
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Total $400,000,000
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