Exhibit 1.2
$200,000,000
THE MONEY STORE INC.
The Money Store Home Improvement Loan Backed Certificates,
Series 1998-I
PRICING AGREEMENT
September 24, 1998
First Union Capital Markets, a division
of Wheat First Securities, Inc.
One First Union Center
301 South College Street, DC-8
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Reference is made to the Underwriting Agreement, dated September 24, 1998
(the "Underwriting Agreement"), relating to $200,000,000 aggregate principal
amount of The Money Store Home Improvement Loan Backed Certificates, Series
1998-I, Class AH, Class MH-1, Class MH-2, and Class BH (collectively, the
"Offered Certificates"). Pursuant to the Underwriting Agreement, The Money Store
Inc. (the "Company") agrees with First Union Capital Markets, a division of
Wheat First Securities, Inc., as representative 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 AH $155,250,000 (2)
Class MH-1 16,750,000 (2)
Class MH-2 15,250,000 (2)
Class BH 12,750,000 (2)
------------
Total $200,000,000
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 September
29, 1998 for each Class of Certificates.
(2) The Pass-Through Rate for each Class of Certificates will adjust based
on one-month LIBOR, as described in the Prospectus Supplement. See
"Description of the Certificates--Distributions on the Certificates."
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 XXXXXXXXX
-----------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Executive Vice President
THE ORIGINATORS LISTED ON
ANNEX A HERETO
By: /s/ XXXXXXX XXXXXXXXX
-------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Executive Vice President
CONFIRMED AND ACCEPTED, as of
the date first above written:
FIRST UNION CAPITAL MARKETS, a division
of Wheat First Securities, Inc.
By: /s/ XXXXXXX XXXXXX
----------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
Acting on behalf of themselves
and as the representative of
the Underwriters of the Offered
Certificates.
