$1,265,000,000
THE MONEY STORE INC.
The Money Store Trust Asset Backed Certificates,
Series 1998-A
PRICING AGREEMENT
March 26, 1998
Prudential Securities Xxxxxx Brothers Inc.
Incorporated Three World Financial Center
Xxx Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxx, Xxx Xxxx 00000
Reference is made to the Underwriting Agreement, dated March 26, 1998
(the "Underwriting Agreement"), relating to $1,265,000,000 aggregate principal
amount of The Money Store Trust Asset Backed Certificates, Series 1998-A, Class
AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class AF-7,
Class AF-8, Class AF-9 (collectively, the "Pool I Certificates"), Class AV (the
"Pool II Certificates"), Class AH-1, Class AH-2, Class AH- 3, Class AH-4, Class
AF-5, Class MH-1, Class MH-2, and Class BH (collectively, the "Pool III
Certificates," and together with the Pool I Certificates and the Pool II
Certificates, the "Offered Certificates"). Pursuant to the Underwriting
Agreement, The Money Store Inc. (the "Company") agrees with Prudential
Securities Incorporated and Xxxxxx Brothers Inc., as representatives of the
Underwriters, that the Initial Class Certificate Balance and the Pass-Through
Rates, shall be as follows:
Initial Class Pass-
Certificate Through
Class Balance Rate(1)
----- -------- -------
Class AF-1 $131,000,000 6.350%
Class AF-2 $66,000,000 6.205%
Class AF-3 $120,000,000 6.130%
Class AF-4 $45,000,000 6.225%
Class AF-5 $59,000,000 6.370%
Class AF-6 $43,000,000 6.470%
Class AF-7 $49,000,000 6.870%
Class AF-8 $30,000,000 6.245%
Class AF-9 $27,000,000 6.400%
Class AV $530,000,000 (2)
Class AH-1 $55,523,000 6.355%
Class AH-2 $12,685,000 6.200%
Class AH-3 $29,307,000 6.175%
Class AH-4 $10,406,000 6.395%
Class AH-5 $18,510,000 6.910%
Class MH-1 $12,375,000 6.885%
Class MH-2 $12,581,000 7.230%
Class BH $13,613,000 7.965%
Total $1,265,000,000
The Offered Certificates will be offered by the Underwriters to the
public from time to time, in negotiated transactions or otherwise, at varying
prices to be determined at the time of sale.
--------
(1) Interest will accrue at the applicable Pass-Through Rate
from March 1, 1998 for each Class of Pool I and Pool III
Certificates and from March 15, 1998 for the Class AV Certificates.
(2) The Pass-Through Rate for the Class AV Certificates will
adjust on one-month LIBOR, as described in the Prospectus Supplement.
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 each of the Underwriters and the Company in accordance with its terms.
Very truly yours,
THE MONEY STORE INC.
By:/s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
THE ORIGINATORS LISTED ON
ANNEX A HERETO
By:/s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CONFIRMED AND ACCEPTED, as of
the date first above written:
PRUDENTIAL SECURITIES INCORPORATED
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
Acting on behalf of themselves
and as the representative of the
Underwriters of the Pool I and
Pool II Certificates.
CONFIRMED AND ACCEPTED, as of
the date first above written:
XXXXXX BROTHERS INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
Acting on behalf of themselves
and as the representative of
the Underwriters of the Pool III
Certificates
