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Exhibit 1.2
AAMES CAPITAL CORPORATION
Adjustable Rate Asset Backed Bonds
PRICING AGREEMENT
March 18, 1997
Credit Suisse First Boston Corporation,
as Representative of the several Underwriters
named in Schedule I hereto
c/o Credit Suisse First Boston Corporation
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Aames Capital Acceptance Corporation (the "Transferor") proposes, subject to
the terms and condition stated herein and the Underwriting Agreement, dated
March 18, 1997 (the "Underwriting Agreement"), between the Transferor and
Credit Suisse First Boston 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 asset- backed bonds specified
in Schedule II hereto (the "Bonds"). 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
Bonds. 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 Bonds 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.
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Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Transferor agrees
to issue and sell to the Underwriters, and the Underwriters, severally and not
jointly, agree to purchase from the Transferor, at the time and at the purchase
price set forth in Schedule II hereto, the aggregate amount of each Class of
Bonds 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 Transferor.
Very truly yours,
AAMES CAPITAL ACCEPTANCE
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:
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Xxxxxxx X. X'Xxxxxxxx
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Name: Xxxxxxx X. 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
Principal
Amount of
Underwriter Bonds
----------- ------------
Credit Suisse First Boston Corporation $166,000,000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities
Corporation $124,500,000
Prudential Securities Incorporated $ 62,250,000
Xxxxxx Brothers Inc. $ 62,250,000
Total $415,000,000
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SCHEDULE II
Registration Statement No. 333-21219
Base Xxxxxxxxxx Xxxxx 00, 0000
Xxxxxxxxxx Supplement dated Xxxxx 00, 0000
Xxxxxx of Bonds: $415,000,000 (approximate)
Initial Interest Rate: LIBOR plus .20%
Purchase Price Percentage: 99.75%
Cut-off Date: March 1, 1997
Closing: March 26, 1997
Denominations: $1,000.00 and integral multiples of $1.00 in
excess thereof.
Representative with respect to the Bonds Credit Suisse First Boston
Corporation
Insurer: Financial Security Assurance Inc.
Location of Settlement: The offices of Xxxxxxx & Xxxxx L.L.P., 000
Xxxxx Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx