THE MONEY STORE INC.
TMS AUTO HOLDINGS, INC.
The Money Store Auto Trust 1996-2
$59,600,000 Class A-1 5.5125% Asset Backed Notes
$121,400,000 Class A-2 Floating Rate Asset Backed Notes
$67,000,000 Class A-3 6.25% Asset Backed Notes
$7,000,000 6.435% Asset-Backed Certificates
PRICING AGREEMENT
December 17, 1996
▇▇▇▇▇ ▇▇▇▇▇▇ INC.
as Representative ("Representative")
of the several Underwriters
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated December 17,
1996 (the "Underwriting Agreement"), relating to $59,600,000 aggregate principal
amount Class A-1 5.5125% Asset Backed Notes (the "Class A-1 Notes"),
$121,400,000 aggregate principal amount of Class A-2 Floating Rate Asset Backed
Notes (the "Class A-2 Notes"), $67,000,000 aggregate principal amount of Class
A-3 6.25% Asset Backed Notes (the "Class A-3 Notes" and, with the Class A-1
Notes and the Class A-2 Notes, the "Notes"), and $7,000,000 aggregate principal
amount of 6.435% Asset Backed Certificates (the "Certificates"), all issued by
The Money Store Auto Trust 1996-2 (the "Trust".)
Pursuant to Section 2 of the Underwriting Agreement, The Money Store
Inc. ("TMSI") and TMS Auto Holdings, Inc. (the "Seller") agree with the
Representative on behalf of the Underwriters identified in Schedule I of the
Underwriting Agreement as follows:
1. The Class A-1 Interest Rate shall be 5.5125% per annum.
2. The Class A-2 Interest Rate shall be determined as set forth in the
Indenture.
3. The Class A-3 Interest Rate shall be 6.25% per annum.
4. The Certificate Rate shall be 6.435% per annum.
5. The purchase price for the Class A-1 Notes shall be 99.75% of the
initial principal amount of the Class A-1 Notes.
6. The purchase price for the Class A-2 Notes shall be 99.75% of the
initial principal amount of the Class A-2 Notes.
7. The purchase price for the Class A-3 Notes shall be 99.75% of the
initial principal amount of the Class A-3 Notes.
8. The purchase price for the Certificates shall be 99.75% of the
initial principal amount of the Certificates.
9. The Notes and Certificates shall be offered from time to time in
negotiated transactions or otherwise, at prices determined at the time of sale.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Seller a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the Underwriters, TMSI and the Seller in accordance with its terms.
Very truly yours,
TMS AUTO HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Executive Vice President
THE MONEY STORE INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Executive Vice President
CONFIRMED AND ACCEPTED, as of the date first above written:
▇▇▇▇▇ ▇▇▇▇▇▇ INC.
PRUDENTIAL SECURITIES INCORPORATED
By: ▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director