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EXHIBIT 1.4
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
Dated: July 21, 1997
To: Sears Receivables Financing Group, Inc., as Seller under the
Pooling and Servicing Agreement dated as of July 31, 1994, as
amended.
Re: Underwriting Agreement dated March 14, 1996 (a copy of which
is attached hereto).
Title: Sears Credit Account Master Trust II, $22,500,000 6.40% Class
B Master Trust Certificates, Series 1997-1.
Initial Principal Amount of Certificates:
$22,500,000 Class B Master Trust Certificates, Series 1997-1
Class B Expected Final Payment Date: August 15, 2003
Series and Class Designation of Designated Securities:
6.40% Class B Master Trust Certificates, Series 1997-1 (the
"Class B Certificates")
Series Cut-Off Date: Last day of the Due Period ending in June 1997
Certificate Rating:
Class B Certificates: A1 by ▇▇▇▇▇'▇ Investors Service, Inc.
A by Standard & Poor's Ratings Services
Minimum Principal Receivables Balance after giving effect to the issuance of
Series 1997-1: $7,901,399,976.79
Date of Series Supplement: July 31, 1997.
Certificate Rate: Class B Certificates: 6.40% 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 July 31, 1997.
Class B Certificates: 98.809375%
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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 July 31, 1997.
Class B Certificates: 99.109375%
Closing Location: ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Time of Delivery: 10:00 A.M., New York Time, on July 31, 1997, or at such other
time as may be agreed upon in writing.
Address of Representative of the Underwriters for notices:
Citicorp Securities, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Additional Agreements
(a) 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 B Certificates. This Pricing
Agreement may be amended only by written agreement of the parties hereto.
(b) Notwithstanding anything in the Agreement to the contrary,
the Underwriters named in Schedule 1 hereto (the "Class B Underwriters") agree
that the Company and Sears may enter into that certain pricing agreement of
even date herewith (collectively with the underwriting agreement dated October
17, 1997 among the Company, Sears and the representative of the Class A
underwriters, the "Class A Underwriting Agreement"), with respect to the
purchase and sale of the Class A Master Trust Certificates, Series 1997-1 (the
"Class A Certificates") and may consummate the transactions contemplated
thereby. It is a condition to the effectiveness of the Pricing Agreement and
the Agreement (collectively, the "Class B Underwriting Agreement") that the
Class A Underwriting Agreement be duly executed and delivered by the parties
thereto.
(c) If an underwriter under the Class A Underwriting Agreement
(a "Class A Underwriter") shall default in its obligations to purchase the
Class A Certificates, the Company shall have the right to postpone the Time of
Delivery for the Class B Certificates for a period of not more than ten days,
in order to procure another party or other parties to purchase such Class A
Certificates and to effect whatever changes may thereby be made necessary in
the Registration Statement or Prospectus as amended or supplemented, or in any
other documents or
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arrangements, and the Company agrees to file promptly any amendments or
supplements to the Registration Statement or the Prospectus which may thereby
be necessary.
(d) The purchase and sale of the Class B Certificates shall
occur concurrently with, and shall be conditioned on, the purchase and sale of
the Class A Certificates. Notwithstanding anything in the Agreement to the
contrary, if the Class A Underwriting Agreement terminates because of the
default of a Class A Underwriter, the Company shall not be under any liability
to any Underwriter with respect to the Class B Certificates covered hereby
except as provided in Section 6(e) and Section 8 of the Agreement.
(e) All references to Sears Credit Corp. I and Sears Credit
Corp. II in the Agreement are hereby deleted.
(f) The final sentence of paragraph 5 of the Agreement shall
be deleted and replaced with the following:
"Such definitive certificates will be made available for inspection at least
twenty-four hours prior to the Time of Delivery at the office of The First
National Bank of Chicago, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇."
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The Underwriters named in Schedule 1 hereto agree, 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. We
represent that we are authorized to enter into this Agreement.
Very truly yours,
CITICORP SECURITIES, INC.
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Accepted:
SEARS RECEIVABLES FINANCING
GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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SEARS, ▇▇▇▇▇▇▇ AND CO.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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SCHEDULE I
Principal
Amount of
Class B
Certificates
to be
Underwriter Purchased
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Citicorp Securities, Inc. . . . . . . . . . . . . . . $22,500,000
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