Exhibit 1.4
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
Dated: October 17, 1996
To: Sears Receivables Financing Group, Inc., as Seller under the
Pooling and Servicing Agreement dated as of July 31, 1994, as
amended.
Re: Underwriting Agreement dated October 17, 1996 (a copy of
which is attached hereto)
Title: Sears Credit Account Master Trust II, $22,500,000 6.65%
Class B Master Trust Certificates, Series 1996-4.
Initial Principal Amount of Certificates:
$22,500,000 Class B Master Trust Certificates, Series 1996-4
Class B Expected Final Payment Date: November 15, 2002
Series and Class Designation of Designated Securities:
6.65% Class B Master Trust Certificates, Series 1996-4 (the
"Class B Certificates")
Series Cut-Off Date: Last day of the Due Period ending in
September 1996
Certificate Rating: Class B Certificates: A1 by Xxxxx'x
Investors Service, Inc.
A by Standard & Poor's Ratings Services
Aggregate outstanding balance of Principal Receivables as of the
last day of the Due Period ending in September
1996: $7,027,629,788.95
Date of Series Supplement: October 29, 1996
Certificate Rate: Class B Certificates: 6.65% 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
October 29, 1996.
Class B Certificates: 99.293750%
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 October 29, 1996.
Class B Certificates: 99.593750%
Closing Location: Sears, Xxxxxxx and Co., 0000 Xxxxxxx Xxxx,
Xxxxxxx Xxxxxxx, Xxxxxxxx
00000
Time of Delivery: 10:00 A.M., New York Time, on October 29,
1996, or at such other time as may be agreed upon in writing.
Address of Representative of the Underwriters for notices:
CS First Boston Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxx
Facsimile: (000) 000-0000
Additional Agreements
(a) 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 B Certificates. This Pricing
Agreement may be amended only by written agreement of the
parties hereto.
(b) Notwithstanding anything in the Agreement to the contrary,
the Underwriters named in Schedule 1 hereto (the "Class B
Underwriters") agree that the Company and Sears may enter into
that certain underwriting agreement and pricing agreement, each
of even date herewith (collectively, the "Class A Underwriting
Agreement"), with respect to the purchase and sale of the Class
A Master Trust Certificates, Series 1996-4 (the "Class A
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 B
Underwriting Agreement") that the Class A Underwriting Agreement
be duly executed and delivered by the parties thereto.
(c) If an underwriter under the Class A Underwriting Agreement
(a "Class A Underwriter") shall default in its obligations to
purchase the Class A Certificates, the Company shall have the
right to postpone the Time of Delivery for the Class B
Certificates for a period of not more than ten days, in order to
procure another party or other parties to purchase such 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.
(d) The purchase and sale of the Class B Certificates shall
occur concurrently with, and shall be conditioned on, the
purchase and sale of the Class A Certificates. Notwithstanding
anything in the Agreement to the contrary, if the Class A
Underwriting 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 Class B
Certificates covered hereby except as provided in Section 6(e)
and Section 8 of the Agreement.
(e) In addition to the representations, warranties and
agreements of the Company in Section 2(a) of the Agreement, the
Company represents and warrants to, and agrees with, each of the
Underwriters that the Series Term Sheet dated October 16, 1996
relating to the Designated Securities has been or will be filed
with the Commission as an exhibit to a Current Report on Form
8-K within two business days of its first use, and will be or
has been incorporated by reference in the Prospectus as amended
or supplemented.
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 name in Schedule 1. We represent that we are authorized
to enter into this Agreement.
Very truly yours,
CS FIRST BOSTON CORPORATION
By:
Accepted:
SEARS RECEIVABLES FINANCING GROUP, INC.
By: __________________________________
SEARS, XXXXXXX AND CO.
By:
SCHEDULE I
Principal
Amount of
Class B
Certificates
to be
Underwriter Purchased
CS First Boston Corporation . . . . . . . . . . . . . . . . . .
. . . . . . . . . . $22,500,000
