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Exhibit 1.2
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
Dated: March 12, 1999
To: SRFG, Inc., as Seller under the Pooling and Servicing Agreement dated
as of July 31, 1994, as amended.
Re: Underwriting Agreement dated March 12, 1999, among the Company, Sears
and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as
representative of the Class A Underwriters named in Schedule 1 hereto
(the "Agreement") (a copy of which is attached hereto).
Title: Sears Credit Account Master Trust II, $500,000,000 5.65% Class A
Master Trust Certificates, Series 1999-1.
Initial Principal Amount of Certificates:
$500,000,000 Class A Master Trust Certificates, Series 1999-1
Class A Expected Final Payment Date: March 15, 2005
Series and Class Designation of Designated Securities:
5.65% Class A Master Trust Certificates, Series 1999-1 (the "Class A
Certificates")
Series Cut-Off Date: Last day of the Due Period ending in February 1999
Certificate Rating: Class A Certificates: Aaa by ▇▇▇▇▇'▇ Investors Service, Inc.
AAA by Standard & Poor's Ratings
Services
Minimum Principal Receivables Balance after giving effect to the issuance of
Series 1999-1:
$8,587,891,392
Date of Series Supplement: March 23, 1999
Certificate Rate: Class A Certificates: 5.65% 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 March 23, 1999.
Class A Certificates: 98.727522%
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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 March 23, 1999.
Class A Certificates: 99.027522%
Adjustment to Underwriting Fee: On the March 23, 1999 (the "Closing Date"), in
addition to the purchase of the Class A Certificates by the Underwriters named
in Schedule 1 hereto, the amount specified on the Addendum hereto shall be paid
to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ("Merrill") by the Company
or by Merrill to the Company as set forth in the Addendum. Any such payment
shall be disregarded for purposes of Section 8(d) of the Agreement.
Closing Location: ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Time of Delivery: 9:00 A.M., New York Time, on March 23, 1999, or at such
other time as may be agreed upon in writing.
Address of Representative of the Underwriters for notices:
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
World Financial Center, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Additional Agreements:
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,
▇▇▇▇▇▇▇ Lynch, Pierce,
▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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On behalf of each of the Underwriters
Accepted:
SRFG, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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SEARS, ▇▇▇▇▇▇▇ AND CO.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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SCHEDULE 1
Principal
Amount of
Class A
Certificates
to be
Underwriter Purchased
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated . . . . . . . . . . . . . . . . . . . . $100,000,000
Credit Suisse First Boston Corporation. . . . . . . . . . . . $100,000,000
Bear, ▇▇▇▇▇▇▇ & Co. Inc. . . . . . . . . . . . . . . . . . . $100,000,000
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. . . . . . . . . . . . . . . . . . . . . $100,000,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated . . . . . . . . . . . . . . $100,000,000
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Total $500,000,000
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Addendum
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On the Closing Date, if the Unwind Price is greater than the Reference Price,
then the Company shall be obligated to make a payment to ▇▇▇▇▇▇▇ Lynch, Pierce,
▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ("Merrill"), and if the Unwind Price is less than
the Reference Price, Merrill shall be obligated to make a payment to the
Company, in an amount equal to the product of (i) the difference between the
Reference Price and the Unwind Price, expressed as a positive number, and (ii)
the Notional Amount.
"Notional Amount" shall mean $500,000,000.
"Reference Price" shall mean 98.415625.
"Reference Yield" shall mean 5.11680%.
"Unwind Price" shall mean 98.5859375.
"Unwind Yield" shall mean 5.07700%.
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