Exhibit 1.2
$800,000,000
THE MONEY STORE INC.
The Money Store Home Equity Asset Backed Certificates,
Series 1997-A
PRICING AGREEMENT
March 19, 1997
Prudential Securities Incorporated
as representative of the several Underwriters
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated March 19, 1997
(the "Underwriting Agreement"), relating to $800,000,000 aggregate principal
amount of The Money Store Home Equity Asset Backed Certificates, Series 1997-A,
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, Class A-11 and Class A-12 (collectively, the
"Class A Certificates"). Pursuant to the Underwriting Agreement, The Money Store
Inc. (the "Company") agrees with Prudential Securities Incorporated, as
representative 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 Class Pass- Proceeds to
Class Certificate Through Underwriting Originators
Balance Rate Price to Public(1) Discount (1)(2)
Class A-1 $94,300,000 6.510% 100.000000% 0.1250% 99.875000%
Class A-2 $63,100,000 6.565% 100.000000% 0.1500% 99.850000%
Class A-3 $75,800,000 6.675% 99.968750% 0.2000% 99.768750%
Class A-4 $61,100,000 6.890% 100.000000% 0.2250% 99.775000%
Class A-5 $31,100,000 7.060% 99.968750% 0.2500% 99.718750%
Class A-6 $45,000,000 7.210% 100.000000% 0.2750% 99.725000%
Class A-7 $30,600,000 7.410% 100.000000% 0.3000% 99.700000%
Class A-8 $32,000,000 7.705% 100.000000% 0.3750% 99.625000%
Class A-9 $37,000,000 7.235% 100.000000% 0.3500% 99.650000%
Class A-10 $260,000,000 (3) 100.000000% 0.2250% 99.775000%
Class A-11 $60,000,000 (4) 100.000000% 0.2250% 99.775000%
Class A-12 $10,000,000 7.525% 99.937500% 0.3500% 99.587500%
----------- ----------- -------- ----------
Total $800,000,000 $799,960,343.75 $1,799,400.00 $798,160,943.75
============ =============== ============= ===============
(1) Plus, for each Class of Class A Certificates (other than the Class A-11
Certificates) accrued interest at the applicable Pass-Through Rate from
March 1, 1997 to, but not including, the Closing Date (other than the Class
A-10 Certificates, which shall accrue interest from March 15, 1997).
(2) Before deducting expenses payable by the Company.
(3) The Pass-Through Rate for the Class A-10 Certificates will equal LIBOR plus
0.13% 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-11 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:_____________________________
Xxxxxx Dear
Executive Vice President
CONFIRMED AND ACCEPTED, as of the date first above written:
PRUDENTIAL SECURITIES INCORPORATED
By: _______________________________
Name:
Title:
Acting on behalf of itself and as the representative of the Underwriters.
