EXHIBIT 1.2
THE MONEY STORE INC.
$401,250,000 Class AF-1 Adjustable Rate Notes
$133,750,000 Class AF-2 Auction Rate Notes
$360,000,000 Class AV Adjustable Rate Notes
THE MONEY STORE TRUST 1998-C
PRICING AGREEMENT
September 23, 1998
First Union Capital Markets, a division
of Wheat First Securities, Inc., as
Representative of the Several
Underwriters named in
the Underwriting Agreement
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated September 23,
1998 (the "Underwriting Agreement"), relating to: Class AF-1 Adjustable Rate
Notes in the aggregate original principal amount of $401,250,000 (the "Class
AF-1 Notes"), Class AF-2 Auction Rate Notes in the aggregate original principal
amount of $133,750,000 (the "Class AF-2 Notes" and together with the Class AF-1
Notes, the "Class AF Notes") and Class AV Adjustable Rate Notes in the aggregate
original principal amount of $360,000,000 (the "Class AV Notes" and together
with the Class AF Notes, the "Notes") and all issued by the Money Store Trust
1998-C (the "Trust").
Pursuant to Section 2 of the Underwriting Agreement, The Money Store
Inc. (the "Company") on behalf of itself and each of the Originators on Annex A
hereto agree with the Representative on behalf of the Underwriters identified in
Annex B of the Underwriting Agreement as follows:
(1) The purchase price for the Class AF Notes shall be 99.775%% of the
aggregate initial principal amount of the Class AF Notes, plus accrued
interest on the aggregate initial principal amount at the weighted
average Remittance Rate of the Class AF Notes, from September 1, 1998
to but not including the Closing Date.
(2) The purchase price for the Class AV Notes shall be 99.775% of the
aggregate initial principal amount of the Class AV Notes, plus accrued
interest on the aggregate initial principal amount at the weighted
average Remittance Rate of the Class AV Notes, from September 1, 1998
to but not including the Closing Date.
(3) The Notes shall be offered, from time to time, in negotiated
transactions or otherwise, at prices determined at the time of sale.
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
among the Trust, the Underwriter and the Company in accordance with its terms.
Very truly yours,
THE MONEY STORE INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President
TMS Mortgage Inc.
The Money Store/D.C. Inc.
The Money Store/Minnesota Inc.
The Money Store Home Equity Corp.
The Money Store/Kentucky Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
THE MONEY STORE
TRUST 1998-C
By: Chase Manhattan Bank Delaware,
not in its individual capacity but
solely as Owner Trustee
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Trust Officer
CONFIRMED AND ACCEPTED, as of
the date first above written:
FIRST UNION CAPITAL MARKETS,
a division of Wheat First Securities, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
ANNEX A
THE ORIGINATORS
TMS Mortgage Inc.
The Money Store/D.C. Inc.
The Money Store/Minnesota Inc.
The Money Store Home Equity Corp.
The Money Store/Kentucky Inc.