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EXHIBIT 1.2
AAMES CAPITAL CORPORATION
Mortgage Pass-Through Certificates
PRICING AGREEMENT
June 18, 1997
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation,
as Representative of the several Underwriters
named in Schedule I hereto
c/x Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Aames Capital Corporation (the "Company") proposes, subject to the
terms and condition stated herein and the Underwriting Agreement, dated June
18, 1997 (the "Underwriting Agreement"), between the Company and Xxxxxxxxx,
Lufkin & Xxxxxxxx Securities Corporation, as underwriter and as Representative
(in such capacity, the "Representative" of the several underwriters named in
Schedule I hereto (together with the 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 Representative contained in the
Underwriting Agreement shall be deemed to refer to the Representative named
herein. Unless otherwise defined herein, terms in the Underwriting Agreement
are used herein as therein defined.
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Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation
June 18, 1997
Page 2
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
-----------------------------------
Name: Xxxx X. Elabaum
Title: Senior Vice President - Finance
CONFIRMED AND ACCEPTED,
as of the date first above written:
XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
For itself and as
Representative of the several
Underwriters named in
Schedule I hereto
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SCHEDULE I
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Principal Principal Principal Principal Principal Principal
Amount of Amount of Amount of Amount of Amount of Amount of
Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 Class A-6
Underwriter Certificates Certificates Certificates Certificates Certificates Certificates
---------------------- ------------ ------------ ------------ ------------ ------------ ------------
Xxxxxxxxx, Lufkin & Xxxxxxxx
Securities Corporation $31,950,000 $ 4,725,000 $17,662,500 $ 4,387,500 $ 6,255,000 $ 8,550,000
Prudential Securities $17,750,000 $ 2,625,000 $ 9,812,500 $ 2,437,500 $ 3,475,000 $ 4,750,000
Incorporated
Xxxxxx Xxxxxxx & Co. $ 7,100,000 $ 1,050,000 $ 3,925,000 $ 975,000 $ 1,390,000 $ 1,900,000
Incorporated
X.X. Xxxxxx Securities Inc. $ 7,100,000 $ 1,050,000 $ 3,925,000 $ 975,000 $ 1,390,000 $ 1,900,000
NationsBanc Capital Markets, $ 7,100,000 $ 1,050,000 $ 3,925,000 $ 975,000 $ 1,390,000 $ 1,900,000
Inc.
Total $71,000,000 $10,500,000 $39,250,000 $ 9,750,000 $13,900,000 $19,000,000
Notional Principal Principal
Amount of Amount of Amount of
Class A-IO Class M-1F Class M-2F
Underwriter Certificates Certificates Certificates
---------------------- ------------ ------------ ------------
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation $19,000,000 $ 3,847,500 $ 5,130,000
Prudential Securities $0 $ 2,137,500 $ 2,850,000
Incorporated
Xxxxxx Xxxxxxx & Co. $0 $ 855,000 $ 1,140,000
Incorporated
X.X. Xxxxxx Securities Inc. $0 $ 855,000 $ 1,140,000
NationsBanc Capital Markets, $0 $ 855,000 $ 1,140,000
Inc.
Total $19,000,000 $ 8,550,000 $11,400,000
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Principal Principal Principal Principal Principal
Amount of Amount of Amount of Amount of Amount of
Class B-1F Class A-7 Class M-1A Class M-2A Class B-1A
Underwriter Certificates Certificates Certificates Certificates Certificates
---------------------- ------------ ------------ ------------ ------------ ------------
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation $ 2,992,500 $108,810,000 $ 11,508,750 $ 11,508,750 $ 7,672,500
Prudential Securities $ 1,662,500 $ 60,450,000 $ 6,393,750 $ 6,393,750 $ 4,262,500
Incorporated
Xxxxxx Xxxxxxx & Co. $ 665,000 $ 24,180,000 $ 2,557,500 $ 2,557,500 $ 1,705,000
Incorporated
X.X. Xxxxxx Securities Inc. $ 665,000 $ 24,180,000 $ 2,557,500 $ 2,557,500 $ 1,705,000
NationsBanc Capital Markets, $ 665,000 $ 24,180,000 $ 2,557,500 $ 2,557,500 $ 1,705,000
Inc
Total $ 6,650,000 $241,800,000 $ 25,575,000 $ 25,575,000 $ 17,050,000
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SCHEDULE II
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Registration Statement No. 333-21219
Base Prospectus June 18, 1997
Prospectus Supplement dated March 18, 1997
Title of Certificates: Class A-1
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Amount of Certificates: $71,000,000 (approximate)
Pass-Through Rate: 6.41%
Purchase Price Percentage: 99.89%
Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-2
---------
Amount of Certificates: $10,500,000 (approximate)
Pass-Through Rate: 6.52%
Purchase Price Percentage: 99.84%
Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-3
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Amount of Certificates: $39,250,000 (approximate)
Pass-Through Rate: 6.68%
Purchase Price Percentage: 99.759375
Cut-off Date: June 1, 1997
Closing: June 25, 1997
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Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-4
---------
Amount of Certificates: $9,750,000 (approximate)
Pass-Through Rate: 6.95%
Purchase Price Percentage: 99.684375
Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-5
---------
Amount of Certificates: $13,900,000 (approximate)
Pass-Through Rate: 7.27%
Purchase Price Percentage: 99.618750
Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-6
---------
Amount of Certificates: $19,000,000 (approximate)
Pass-Through Rate: 6.92%
Purchase Price Percentage: 99.653125
Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-I0
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Amount of Certificates: $19,000,000 Notional Amount
(approximate)
Pass-Through Rate: 5.50%
Purchase Price Percentage: 14.01678%
Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class M-1F
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Amount of Certificates: $8,550,000 (approximate)
Pass-Through Rate: 7.13%
Purchase Price Percentage: 99.584375
Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $25,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class M-2F
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Amount of Certificates: $11,400,000 (approximate)
Pass-Through Rate: 7.38%
Purchase Price Percentage: 99.55%
Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $25,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class B-1F
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Amount of Certificates: $6,650,000 (approximate)
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Pass-Through Rate: 7.68%
Purchase Price Percentage: 99.46875%
Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $25,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-1A
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Amount of Certificates: $241,800,000 (approximate)
Pass-Through Rate: LIBOR + .22%
Purchase Price Percentage: 99.775%
Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class M-1A
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Amount of Certificates: $25,575,000 (approximate)
Pass-Through Rate: LIBOR + .36%
Purchase Price Percentage: 99.65%
Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $25,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class M-2A
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Amount of Certificates: $25,575,000 (approximate)
Pass-Through Rate: LIBOR + .56%
Purchase Price Percentage: 99.6%
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Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $25,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class B-1A
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Amount of Certificates: $17,050,000 (approximate)
Pass-Through Rate: LIBOR + .99%
Purchase Price Percentage: 99.55%
Cut-off Date: June 1, 1997
Closing: June 25, 1997
Denominations: $25,000.00 and integral multiples
of $1.00 in excess thereof.
Representative with respect to the Offered
Certificates: Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation
Location of Settlement: The offices of Xxxxxxx & Xxxxx L.L.P., 000 Xxxxx
Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
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