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EXHIBIT 1.2
AAMES CAPITAL ACCEPTANCE CORP.
Mortgage Pass-Through Certificates
PRICING AGREEMENT
May 22, 1998
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 Acceptance Corp. (the "Company") proposes, subject to the
terms and condition stated herein and the Underwriting Agreement, dated May 22,
1998 (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.
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
Annex A-1
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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 Fixed
Rate Group Certificates, accrued interest at the applicable Pass-Through Rate
from June 1, 1998.
Annex A-2
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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 ACCEPTANCE CORP.
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
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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
Incorporated 49,500,000 7,000,000 28,000,000 14,500,000 13,500,000
Xxxxxxxxx, Xxxxxx
& Xxxxxxxx
Securities
Corporation 16,500,000 2,333,334 9,333,334 4,833,334 4,500,000
Xxxxxx Brothers
Inc. 16,500,000 2,333,334 9,333,334 4,833,334 4,500,000
NationsBanc
Xxxxxxxxxx
Securities LLC 16,500,000 2,333,334 9,333,334 4,833,334 4,500,000
Principal Principal Principal Principal
Amount of Amount of Amount of Amount of
Class A-6F Class A-IO Class A-1A Class M-1A
Underwriter Certificates Certificates Certificates Certificates
---------- ---------- ----------- ----------
Prudential
Securities
Incorporated 12,500,000 12,500,000 138,750,000 18,750,000
Xxxxxxxxx, Lufkin
& Xxxxxxxx
Securities
Corporation 4,166,667 4,166,667 46,250,000 6,250,000
Xxxxxx Brothers
Inc. 4,166,667 4,166,667 46,250,000 6,250,000
NationsBanc
Xxxxxxxxxx
Securities LLC 4,166,667 4,166,667 46,250,000 6,250,000
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Principal Principal
Amount of Amount of
Class M-2A Class B-1A
Underwriter Certificates Certificates
------------ ------------
Prudential
Securities
Incorporated 15,937,500 14,062,500
Xxxxxxxxx, Lufkin
& Xxxxxxxx
Securities
Corporation 5,312,500 4,687,500
Xxxxxx Brothers
Inc 5,312,500 4,687,500
NationsBanc
Xxxxxxxxxx
Securities LLC 5,312,500 4,687,500
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SCHEDULE II
Registration Statement No. 333-21219
Base Prospectus December 16, 1997
Prospectus Supplement dated June 15, 1998
Mortgage Pass-Through Certificates, Series 1998-B
Title of Certificates: Class A-1F
Amount of Certificates: $99,000,000
Pass-Through Rate: 6.325%
Purchase Price Percentage: 99.75%
Cut-off Date: June 1, 1998
Closing: June 18, 1998
Denominations: $1,000.00 and integral multiples of $1.00 in
excess thereof.
Insurer: Financial Security Assurance Inc.
Title of Certificates: Class A-2F
Amount of Certificates: $14,000,000
Pass-Through Rate: 6.210%
Purchase Price Percentage: 99.75%
Cut-off Date: June 1, 1998
Closing: June 18, 1998
Denominations: $1,000.00 and integral multiples of $1.00 in
excess thereof.
Insurer: Financial Security Assurance Inc.
Title of Certificates: Class A-3F
Amount of Certificates: $56,000,000
Pass-Through Rate: 6.335%
Purchase Price Percentage: 99.75%
Cut-off Date: June 1, 1998
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Closing: June 18, 1998
Denominations: $1,000.00 and integral multiples of $1.00 in
excess thereof.
Insurer: Financial Security Assurance Inc.
Title of Certificates: Class A-4F
Amount of Certificates: $29,000,000
Pass-Through Rate: 6.475%
Purchase Price Percentage: 99.75%
Cut-off Date: June 1, 1998
Closing: June 18, 1998
Denominations: $1,000.00 and integral multiples of $1.00 in
excess thereof.
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Insurer: Financial Security Assurance Inc.
Title of Certificates: Class A-5F
Amount of Certificates: $27,000,000
Pass-Through Rate: 6.890%
Purchase Price Percentage: 99.75%
Cut-off Date: June 1, 1998
Closing: June 18, 1998
Denominations: $1,000.00 and integral multiples of $1.00 in
excess thereof.
Insurer: Financial Security Assurance Inc.
Title of Certificates: Class A-6F
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Amount of Certificates: $25,000,000
Pass-Through Rate: 6.455%
Purchase Price Percentage: 99.75%
Cut-off Date: June 1, 1998
Closing: June 18, 1998
Denominations: $1,000.00 and integral multiples of $1.00 in
excess thereof.
Insurer: Financial Security Assurance Inc.
Title of Certificates: Class A-IO
Amount of Certificates: $25,000,000
Pass-Through Rate: 5.00% on any Distribution Date before July
2001; thereafter 0.0%.
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Purchase Price Percentage: 99.017%
Cut-off Date: June 1, 1998
Closing: June 18, 1998
Denominations: $1,000.00 and integral multiples of $1.00 in
excess thereof.
Insurer: Financial Security Assurance Inc.
Title of Certificates: Class A-1A
Amount of Certificates: $277,500,000
Pass-Through Rate: LIBOR + 0.165% with respect to each Interest
period preceding the Clean-up Call Date and
LIBOR + 0.33% thereafter.
Purchase Price Percentage: 99.75%
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Cut-off Date: June 1, 1998
Closing: June 18, 1998
Denominations: $25,000.00 and integral multiples of $1.00 in
excess thereof.
Title of Certificates: Class M-1A
Amount of Certificates: $37,500,000
Pass-Through Rate: LIBOR + 0.35% with respect to each Interest
period preceding the Clean-up Call Date and
LIBOR + 0.525% thereafter.
Purchase Price Percentage: 99.75%
Cut-off Date: June 1, 1998
Closing: June 18, 1998
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Denominations: $25,000.00 and integral multiples of $1.00 in
excess thereof.
Title of Certificates: Class M-2A
Amount of Certificates: $31,875,000
Pass-Through Rate: LIBOR + 0.56% with respect to each Interest
period preceding the Clean-up Call Date and
LIBOR + 0.84% thereafter.
Purchase Price Percentage: 99.75%
Cut-off Date: June 1, 1998
Closing: June 18, 1998
Denominations: $1,000.00 and integral multiples of $1.00 in
excess thereof.
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Title of Certificates: Class B-1A
Amount of Certificates: $28,125,000
Pass-Through Rate: LIBOR + 1.17% with respect to each Interest
period preceding the Clean-up Call Date and
LIBOR + 1.755% thereafter.
Purchase Price Percentage: 99.75%
Cut-off Date: June 1, 1998
Closing: June 18, 1998
Denominations: $25,000.00 and integral multiples of $1.00 in
excess thereof.
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Title of Certificates: Class B-1A
Amount of Certificates: $28,125,000
Pass-Through Rate: LIBOR + 1.17% with respect to each Interest
period preceding the Clean-up Call Date and
LIBOR + 1.755% thereafter.
Purchase Price Percentage: 99.75%
Cut-off Date: June 1, 1998
Closing: June 18, 1998
Denominations: $25,000.00 and integral multiples of $1.00 in
excess thereof.
