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AAMES CAPITAL CORPORATION
Mortgage Pass-Through Certificates
PRICING AGREEMENT
September 15, 1997
Prudential Securities Incorporated,
as Representative of the several Underwriters
named in Schedule I hereto
c/o Prudential Securities Incorporated
One Xxx Xxxx Xxxxx, 00xx Xxxxx
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
September 15, 1997 (the "Underwriting Agreement"), between the Company and
Prudential Securities Incorporated, 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.
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.
Annex A-1
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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 plus, in the case of the Class A-2F, Class X-0X, Xxxxx X-0X,
Xxxxx X-0X, Class A-6F, Class M-2F and Class B-1F Certificates, interest at the
applicable Pass-Through Rate from September 1, 1997 to the Closing Date.
Annex A-2
3
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. Xxxxxx
Title: Senior Vice President-Finance
CONFIRMED AND ACCEPTED,
as of the date first above written:
PRUDENTIAL SECURITIES INCORPORATED
By: /s/ Xxxx Xxxxx Xxxx
------------------------------
Name: Xxxx Xxxxx Xxxx
Title: Vice President
For itself and as
Representative of the several
Underwriters named in
Schedule I hereto
Annex A-3
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SCHEDULE I
Principal Principal Principal Principal Principal
Amount of Amount of Amount of Amount of Amount of
Class A-1F Class A-2F Class A-3F Class A-4F Class A-5F
Underwriter Certificates Certificates Certificates Certificates Certificates
----------- ------------ ------------ ------------ ------------ ------------
Prudential Securities $28,350,000.00 $9,355,500.00 $11,250,000.00 $4,500,000.00 $5,400,000.00
Incorporated
Xxxxxxxxx, Xxxxxx & $18,900,000.00 $6,237,000.00 $7,500,000.00 $3,000,000.00 $3,600,000.00
Xxxxxxxx Securities
Corporation
Xxxxxx Xxxxxxx & Co. $7,875,000.00 $2,598,750.00 $3,125,000.00 $1,250,000.00 $1,500,000.00
Incorporated
NationsBanc Capital $7,875,000.00 $2,598,750.00 $3,125,000.00 $1,250,000.00 $1,500,000.00
Markets, Inc.
Principal Notional Principal Principal
Amount of Amount of Amount of Amount of
Class A-6F Class A-IO Class M-1F Class M-2F
Underwriter Certificates Certificates Certificates Certificates
----------- ------------ ------------ ------------ ------------
Prudential Securities $6,750,000.00 $40,500,000 $4,400,100.00 $4,000,050.00
Incorporated
Xxxxxxxxx, Lufkin & $4,500,000.00 $0 $2,933,400.00 $2,666,700.00
Xxxxxxxx Securities
Corporation
Xxxxxx Xxxxxxx & Co. $1,875,000.00 $0 $1,222,250.00 $1,111,125.00
Incorporated
NationsBanc Capital $1,875,000.00 $0 $1,222,250.00 $1,111,125.00
Markets, Inc.
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Principal Principal Principal Principal Principal
Amount of Amount of Amount of Amount of Amount of
Class B-1F Class A-1A Class M-1A Class M-2A Class B-1A
Underwriter Certificates Certificates Certificates Certificates Certificates
----------- ------------ ------------ ------------ ------------ ------------
Prudential Securities $3,600,000.00 $110,141,100.00 $12,482,550.00 $12,482,550.00 $11,749,050.00
Incorporated
Xxxxxxxxx, Lufkin & $2,400,000.00 $73,427,400.00 $8,321,700.00 $8,321,700.00 $7,832,700.00
Xxxxxxxx Securities
Corporation
Xxxxxx Xxxxxxx & Co. $1,000,000.00 $30,594,750.00 $3,467,375.00 $3,467,375.00 $3,263,625.00
Incorporated
NationsBanc Capital $1,000,000.00 $30,594,750.00 $3,467,375.00 $3,467,375.00 $3,263,625.00
Markets, Inc.
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SCHEDULE II
Registration Statement No. 333-21219
Base Prospectus June 18, 1997
Prospectus Supplement dated September 15, 1997
Mortgage Pass-Through Certificates, Series 1997-C
Title of Certificates: Class A-1F
----------
Amount of Certificates: $63,000,000 (approximate)
Pass-Through Rate: LIBOR + .12%
Purchase Price Percentage: 99.75%
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $1,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class A-2F
----------
Amount of Certificates: $20,790,000 (approximate)
Pass-Through Rate: 6.515%
Purchase Price Percentage: 99.75%
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $1,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class A-3F
----------
Amount of Certificates: $25,000,000 (approximate)
Pass-Through Rate: 6.595%
Purchase Price Percentage: 99.75%
Cut-off Date: September 1, 1997
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Closing: September 19, 1997
Denominations: $1,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class A-4F
----------
Amount of Certificates: $10,000,000 (approximate)
Pass-Through Rate: 6.895%
Purchase Price Percentage: 99.75%
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $1,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class A-5F
----------
Amount of Certificates: $12,000,000 (approximate)
Pass-Through Rate: 7.255%
Purchase Price Percentage: 99.726563%
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $1,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class A-6F
----------
Amount of Certificates: $15,000,000 (approximate)
Pass-Through Rate: 6.89%
Purchase Price Percentage: 99.734375%
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $1,000.00 and integral multiples of $1.00 in excess
thereof.
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Title of Certificates: Class A-I0
----------
Amount of Certificates: $40,500,000 Notional Amount (approximate) 1-12 months,
$31,500,000 Notional Amount 13-24 months, $18,000,000
Notional Amount 24-30 months, $13,500,000 Notional Amount
31-36 months
Pass-Through Rate: 7.00%
Purchase Price Percentage: 13.568998% of $40,500,000
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $1,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class M-1F
----------
Amount of Certificates: $9,778,000 (approximate)
Pass-Through Rate: 7.12%
Purchase Price Percentage: 99.75%
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $25,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class M-2F
----------
Amount of Certificates: $8,889,000 (approximate)
Pass-Through Rate: 7.315%
Purchase Price Percentage: 99.75%
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $25,000.00 and integral multiples of $1.00 in excess
thereof.
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Title of Certificates: Class B-1F
----------
Amount of Certificates: $5,335,000 (approximate)
Pass-Through Rate: 7.65%
Purchase Price Percentage: 99.75%
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $25,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class A-1A
----------
Amount of Certificates: $244,758,000 (approximate)
Pass-Through Rate: LIBOR + .20%
Purchase Price Percentage: 99.75%
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $1,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class M-1A
----------
Amount of Certificates: $27,739,000 (approximate)
Pass-Through Rate: LIBOR + .38%
Purchase Price Percentage: 99.75%
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $1,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class M-2A
----------
Amount of Certificates: $27,739,000 (approximate)
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Pass-Through Rate: LIBOR + .59%
Purchase Price Percentage: 99.75%
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $25,000.00 and integral multiples of $1.00 in excess
thereof.
Title of Certificates: Class B-1A
----------
Amount of Certificates: $25,109,000 (approximate)
Pass-Through Rate: LIBOR + 1.00%
Purchase Price Percentage: 99.75%
Cut-off Date: September 1, 1997
Closing: September 19, 1997
Denominations: $25,000.00 and integral multiples of $1.00 in excess
thereof.
Representative with respect to the Offered Certificates: Prudential Securities
Incorporated
Location of Settlement: The offices of Xxxxxxx & Xxxxx L.L.P., 000 Xxxxx
Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
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