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EXHIBIT 1.4
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
Dated: May 19, 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, among the Company, Sears and
the Class B Underwriter named on Schedule I hereto (the "Agreement") (a
copy of which is attached hereto).
Title: Sears Credit Account Master Trust II, $35,300,000 6.00% Class B Master
Trust Certificates, Series 1998-1.
Initial Principal Amount of Certificates:
$35,300,000 Class B Master Trust Certificates, Series 1998-1
Class B Expected Final Payment Date: October 15, 2001
Series and Class Designation of Designated Securities:
6.00% Class B Master Trust Certificates, Series 1998-1 (the "Class B
Certificates")
Series Cut-Off Date: Last day of the Due Period ending in May 1998
Certificate Rating: Class B Certificates: A1 by Xxxxx'x Investors Service,
Inc.
A by Standard & Poor's Ratings
Services
Minimum Principal Receivables Balance after giving effect to the issuance of
Series 1998-1:
$ 8,372,183,105
Date of Series Supplement: June 2, 1998.
Certificate Rate: Class B Certificates: 6.00% 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 June 2, 1998.
Class B Certificates: 99.389096%
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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 June 2, 1998.
Class B Certificates: 99.614096%
Closing Location: Xxxxxx & Xxxxxxx
Xxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Time of Delivery: 10:00 A.M., New York Time, on June 2,1998, 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 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention:Xxxxx Xxxxxxxx
Facsimile: (000) 000-0000
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 May 19, 1998 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 1998-1 (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
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Statement or Prospectus as amended or supplemented, or in any other documents or
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.
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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,
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ XXXXXXX XXXXXX
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On behalf of each of the Underwriters
Accepted:
SRFG, INC.
By: /s/ XXXXXX X. XXXXX
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SEARS, XXXXXXX AND CO.
By: /s/ XXXXX X. XXXXXXXX
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SCHEDULE I
Principal
Amount of
Class B
Certificates
to be
Underwriter Purchased
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Credit Suisse First Boston Corporation ................. $ 35,300,000
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