1
EXHIBIT 1.2
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
Dated: October 27, 1998
To: SRFG, Inc., as Seller under the Pooling and Servicing Agreement dated
as of July 31, 1994, as amended.
Re: Underwriting Agreement dated May 19, 1998 (a copy of which is attached
hereto)
Title: Sears Credit Account Master Trust II, $450,000,000 5.25% Class A Master
Trust Certificates, Series 1998-2.
Initial Principal Amount of Certificates:
$450,000,000 Class A Master Trust Certificates, Series 1998-2
Class A Expected Final Payment Date: October 15, 2004
Series and Class Designation of Designated Securities:
5.25% Class A Master Trust Certificates, Series 1998-2 (the "Class A
Certificates")
Series Cut-Off Date: Last day of the Due Period ending in October 1998
Certificate Rating: Class A Certificates: Aaa by Xxxxx'x Investors Service,
Inc.
AAA by Standard & Poor's Ratings
Services
Minimum Principal Receivables Balance after giving effect to the issuance of
Series 1998-2: $4,635,005,455
Date of Series Supplement: November 9, 1998.
Certificate Rate: Class A Certificates: 5.25% 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 November 9, 1998.
Class A Certificates: 98.756422%
1
2
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 November 9, 1998.
Class A Certificates: 99.056422%
Closing Location: Xxxxxx & Xxxxxxx
Xxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Time of Delivery: 9:00 A.M., New York Time, on November 9, 1998, or at such
other time as may be agreed upon in writing.
Address of Representative of the Underwriters for notices:
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629
Attention: Xxxxx Xxxxxxxx
Facsimile: (000) 000-0000
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.
2
3
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,
CREDIT SUISSE FIRST BOSTON
CORPORATION
By: /s/ Xxxxxxx Xxxxxx
---------------------------
On behalf of each of the
Accepted: Underwriters
SRFG, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
SEARS, XXXXXXX AND CO.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
3
4
SCHEDULE I
Principal
Amount of
Class A
Certificates
to be
Underwriter Purchased
----------- -----------
Credit Suisse First Boston Corporation. . . . . . . . . . . . . . . . . . . . $90,000,000
Bear, Xxxxxxx & Co. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . $90,000,000
Xxxxxxx, Sachs & Co.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $90,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . $90,000,000
X. X. Xxxxxx Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .$90,000,000
-----------
Total $450,000,000
4
