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EXHIBIT 1.2
AAMES CAPITAL CORPORATION
Mortgage Pass-Through Certificates
PRICING AGREEMENT
September 11, 1996
Xxxxxx Brothers Inc.
as Representative of the several Underwriters
named in Schedule I-A-1 to the applicable Pricing Agreement
c/x Xxxxxx Brothers Inc.
3 World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Greenwich Capital Markets, Inc.
as Representative of the several Underwriters
named in Schedule I-A-2 to the applicable Pricing Agreement
c/o Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Gentlemen:
Aames Capital Corporation (the "Company") proposes, subject to the
terms and conditions stated herein and the Underwriting Agreement, dated
September 11, 1996 (the "Underwriting Agreement"), between the Company and
Xxxxxx Brothers Inc., underwriter and as Representative (in such capacity, the
"Class A-1 Representative) of the several underwriters named in Schedule I-A-1
hereto, and Greenwich Capital Markets Limited, as underwriter and as
Representative (in such capacity, the "Class A-2 Representative"; each of the
Class A-1 Representative and the Class A-2 Representative, a "Representative"
and together, the "Representatives") of the several underwriters named in
Schedule I-A-2 hereto (together with the Class A-1 Representative and the Class
A-2 Representative, the "Underwriters"), to issue and sell to the Underwriters
the series of mortgage pass-through certificates specified in Schedule II
hereto (the "Certificates"). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement, except that each representation and warranty
with respect to the Prospectus in Section 1 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in
relation to the Prospectus as amended or supplemented with respect to the
Certificates. Each reference to Representatives contained in the Underwriting
Agreement shall be deemed to refer to the Representatives named herein. Unless
otherwise defined herein, terms defined in the Underwriting Agreement are used
herein as therein defined.
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An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Certificates in the form
heretofore delivered to you is now proposed to be filed or, in the case of a
supplement, mailed for filing with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to the Underwriters, and the Underwriters, severally and not
jointly, agree to purchase from the Company, at the time and at the purchase
price set forth in Schedule II hereto, the aggregate amount of each Class of
Certificates set forth opposite the name of such Underwriter set forth in
Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between the Underwriters and the Company.
Very truly yours,
AAMES CAPITAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President - Finance
CONFIRMED AND ACCEPTED,
as of the date first above written:
XXXXXX BROTHERS INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
For itself and as Representative of the several
Underwriters named in Schedule I-A-1 to the
applicable Pricing Agreement
GREENWICH CAPITAL MARKETS, INC.
By: /s/ Xxxxxxx X. XxXxxxx
---------------------------------
Name: Xxxxxxx X. XxXxxxx
Title: Vice President
For itself and as Representative of the several
Underwriters named in Schedule I-A-2 to the
applicable Pricing Agreement
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SCHEDULE I-A-1
Principal Principal Principal
Principal Amount Amount of Amount of Principal Amount Amount of
of Class A-1A Class A-1B Class A-1C of Class A-1D Class A-1E
Underwriter Certificates Certificates Certificates Certificates Certificates
----------- ------------ ------------ ------------ ------------ ------------
Xxxxxx Brothers $20,760,000 $16,440,000 $ 5,235,000 $ 5,970,000 $ 4,095,000
Inc.
Greenwich Capital $20,760,000 $16,440,000 $ 5,235,000 $ 5,970,000 $ 4,095,000
Markets, Inc.
Bear, Xxxxxxx & Co. $13,840,000 $10,960,000 $ 3,490,000 $ 3,980,000 $ 2,730,000
Inc.
Prudential $13,840,000 $10,960,000 $ 3,490,000 $ 3,980,000 $ 2,730,000
Securities
Incorporated
Total $69,200,000 $54,800,000 $17,450,000 $19,990,000 $13,650,000
Schedule I-A-1
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SCHEDULE I-A-2
Principal Amount of
Underwriter Class A-2 Certificates
----------- ----------------------
Greenwich Capital Markets, Inc. $105,000,000
Xxxxxx Brothers Inc. $105,000,000
Bear, Xxxxxxx & Co. Inc. $ 70,000,000
Prudential Securities Incorporated $ 70,000,000
------------
TOTAL: $350,000,000
Schedule I-A-2
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SCHEDULE II
Registration Statement No. 333-10185
Basic Prospectus dated September 11, 1996
Prospectus Supplement dated September 11, 1996
Title of Certificates: Class A-1A
----------
Amount of Certificates: $69,200,000 (approximate)
Pass-Through Rate: LIBOR as of September 13, 1996 for the initial Interest
Period; LIBOR plus 0.10% thereafter
Purchase Price Percentage: 100%
Cut-off Date: September 1, 1996
Closing: September 17, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess thereof.
Title of Certificates: Class A-1B
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Amount of Certificates: $54,800,000 (approximate)
Pass-Through Rate: 99.984375%
Purchase Price Percentage: 7.22% (plus accrued interest from Cut-off Date
at applicable Pass-Through Rate)
Cut-off Date: September 1, 1996
Closing: September 17, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess thereof.
Title of Certificates: Class A-1C
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Amount of Certificates: $17,450,00 (approximate)
Pass-Through Rate: 7.57%
Purchase Price Percentage: 99.984375% (plus accrued interest from Cutoff Date
at applicable Pass-Through Rate)
Cut-off Date: September 1, 1996
Closing: September 17, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess thereof.
Schedule II-1
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Title of Certificates: Class A-1D
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Amount of Certificates: $19,900,000 (approximate)
Pass-Through Rate: 7.87%
Purchase Price Percentage: 99.953125% (plus accrued interest from Cutoff Date
at applicable Pass-Through Rate)
Cut-off Date: September 1, 1996
Closing: September 17, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class A-1E
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Amount of Certificates: $13,650,000 (approximate)
Pass-Through Rate: 8.04%
Purchase Price Percentage: 99.984375% (plus accrued interest from Cutoff Date
at applicable Pass-Through Rate)
Cut-off Date: September 1, 1996
Closing: September 17, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class A-2
---------
Amount of Certificates: $350,000,000 (approximate)
Initial Pass-Through Rate: LIBOR + .31% for each Interest Period on or prior to
the Call Date; LIBOR + .62% thereafter
Purchase Price Percentage: 100%
Cut-off Date: September 1, 1996
Settlement Date September 17, 1996
Closing: September 17, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess
thereof.
Representative with respect to the Class A-1 Certificates: Xxxxxx Brothers Inc.
Representative with respect to the Class A-2 Certificates: Greenwich Capital Markets, Inc.
Insurer: Financial Security Assurance Inc.
Location of Settlement: The offices of Xxxxxxx & Xxxxx L.L.P., 000 Xxxxx
Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Schedule II-2
