Exhibit 1.3
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
Dated: October 17, 1996
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 October 17, 1996 (a copy of
which is attached hereto)
Title: Sears Credit Account Master Trust II, $500,000,000
6.45% Class A Master Trust Certificates, Series 1996-4
Initial Principal Amount of Certificates:
$500,000,000 Class A Master Trust Certificates, Series 1996-4
Class A Expected Final Payment Date: October 15, 2002
Series and Class Designation of Designated Securities:
6.45% Class A Master Trust Certificates, Series 1996-4 (the
"Class A Certificates")
Series Cut-Off Date:
Last day of the Due Period ending in September 1996
Certificate Rating:
Class A Certificates: Aaa by ▇▇▇▇▇'▇ Investors Service, Inc.
AAA by Standard & Poor's Ratings Services
Aggregate outstanding balance of Principal Receivables as of the
last day of the Due Period ending in September
1996: $7,027,629,788.95
Date of Series Supplement: October 29, 1996
Certificate Rate: Class A Certificates: 6.45% 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
October 29, 1996.
Class A Certificates: 99.275686%
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 October 29, 1996.
Class A Certificates: 99.575686%
Closing Location:
Sears, ▇▇▇▇▇▇▇ and Co., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Time of Delivery: 10:00 A.M., New York Time, on October 29,
1996, or at such other time as may be agreed upon in writing.
Address of Representative of the Underwriters for notices:
CS First Boston Corporation
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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 A 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
A Underwriters") agree that the Company and Sears may enter into
that certain underwriting agreement and pricing agreement, each
of even date herewith (collectively, the "Class B Underwriting
Agreement"), with respect to the purchase and sale of the Class
B Master Trust Certificates, Series 1996-4 (the "Class B
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 A
Underwriting Agreement") that the Class B Underwriting Agreement
be duly executed and delivered by the parties thereto
(c) If an underwriter under the Class B Underwriting
Agreement (a "Class B Underwriter") shall default in its
obligations to purchase the Class B Certificates and the Class B
Underwriting Agreement terminates in accordance with its terms,
the Class A Underwriters shall have the right to purchase the
Class B Certificates on the same terms that the Class B
Underwriters were entitled to purchase such Class B Certificates
prior to the expiration of the Class B Underwriting Agreement and
in the same proportions that the Class A Underwriters have agreed
to purchase the Class A Certificates hereunder; provided,
however, the Company shall have the right to postpone the Time of
Delivery for the Class A Certificates and the Class B
Certificates for a period of not more than seven days, 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 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) If (i) a Class B Underwriter shall default in its
obligations to purchase the Class B Certificates, (ii) the Class
B Underwriting Agreement terminates in accordance with its terms
and (iii) the Class A Underwriters do not agree to purchase the
Class B Certificates on the terms and in the proportions
described in paragraph (c) above, the Company shall have the
right to postpone the Time of Delivery for the Class A
Certificates for a period of not more than ten days, in order to
procure another party or other parties to purchase such Class B
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 arrangements, and
the Company agrees to file promptly any amendments or
supplements to the Registration Statement or the Prospectus
which may thereby be necessary.
(e) The purchase and sale of the Class A Certificates
shall occur concurrently with, and shall be conditioned on, the
purchase and sale of the Class B Certificates. Notwithstanding
anything in the Agreement to the contrary, unless the Class A
Underwriters purchase the Class B Certificates as described in
paragraph (c) above, if the Class B Underwriting Agreement
terminates because of the default of a Class B Underwriter, the
Company shall not be under any liability to any Underwriter with
respect to the Class A Certificates covered hereby except as
provided in Section 6(e) and Section 8 of the Agreement.
(f) In addition to the representations, warranties and
agreements of the Company in Section 2(a) of the Agreement, the
Company represents and warrants to, and agrees with, each of the
Underwriters that the Series Term Sheet dated October 16, 1996
relating to the Designated Securities has been or will be filed
with the Commission as an exhibit to a Current Report on Form
8-K within two business days of its first use, and will be or
has been incorporated by reference in the Prospectus as amended
or supplemented.
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,
CS FIRST BOSTON CORPORATION
By:
On behalf of each of the
Underwriters
Accepted:
SEARS RECEIVABLES FINANCING
GROUP, INC.
By: ________________________________
SEARS, ▇▇▇▇▇▇▇ AND CO.
By:
SCHEDULE I
Principal
Amount of
Class A
Certificates
to be
Underwriter Purchased
CS First Boston Corporation . . . . . . . . . $100,000,000
Bear, ▇▇▇▇▇▇▇ & Co. Inc. . . . . . . . . . $100,000,000
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.. . . . . . . . . . . . $100,000,000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated. . . . . . . . . $100,000,000
Salomon Brothers Inc . . . . . . . . . . . . $100,000,000
Total $500,000,000