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EXHIBIT 1.2
AAMES CAPITAL CORPORATION
Mortgage Pass-Through Certificates
PRICING AGREEMENT
March 23, 1998
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, 0xx 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 March 23, 1998
(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.
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 March 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 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:
XXXXXXXXX, LUFKIN & XXXXXXXX
SECURITIES CORPORATION
By: /s/ Xxxxxxx X. XxXxxxx
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Name: Xxxxxxx X. XxXxxxx
Title: Senior 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 Principal Principal
Amount of Amount of 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 Class A-6F Class A-IO
Underwriter Certificates Certificates Certificates Certificates Certificates Certificates Certificates
----------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
Xxxxxxxxx, Lufkin
& Xxxxxxxx
Securities $33,825,000 $5,500,000 $15,125,000 $11,000,000 $8,800,000 $8,250,000 $15,000,000
Corporation
Prudential
Securities
Incorporated $18,450,000 $3,000,000 $ 8,250,000 $ 6,000,000 $4,800,000 $4,500,000
NationsBanc
Xxxxxxxxxx
Securities LLC $ 9,225,000 $1,500,000 $ 4,125,000 $ 3,000,000 $2,400,000 $2,250,000
Principal Principal
Amount of Amount of
Class A-1A Class M-1A
Underwriter Certificates Certificates
----------- ------------ ------------
Xxxxxxxxx, Xxxxxx
& Xxxxxxxx
Securities $61,050,000 $8,250,000
Corporation
Prudential
Securities
Incorporated $33,300,000 $4,500,000
NationsBanc
Xxxxxxxxxx
Securities LLC $16,650,000 $2,250,000
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Principal Principal
Amount of Amount of
Class M-2A Class B-1A
Underwriter Certificates Certificates
----------- ------------ ------------
Xxxxxxxxx, Lufkin
& Xxxxxxxx
Securities $7,012,500 $6,187,500
Corporation
Prudential
Securities
Incorporated $3,825,000 $3,375,000
NationsBanc
Xxxxxxxxxx
Securities LLC $1,912,500 $1,687,500
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SCHEDULE II
Registration Statement No. 333-21219
Base Xxxxxxxxxx Xxxxx 00, 0000
Xxxxxxxxxx Supplement dated March 25, 1998
Mortgage Pass-Through Certificates, Series 1998-A
Title of Certificates: Class A-1F
Amount of Certificates: $61,500,000
Pass-Through Rate: 6.26%
Purchase Price Percentage: 99.81875%
Cut-off Date: March 1, 1998
Closing: March 30, 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: $10,000,000
Pass-Through Rate: 6.20%
Purchase Price Percentage: 99.784375%
Cut-off Date: March 1, 1998
Closing: March 30, 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: $27,500,000
Pass-Through Rate: 6.27%
Purchase Price Percentage: 99.75%
Cut-off Date: March 1, 1998
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Closing: March 30, 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: $20,000,000
Pass-Through Rate: 6.50%
Purchase Price Percentage: 99.66875%
Cut-off Date: March 1, 1998
Closing: March 30, 1998
Denominations: $1,000.00 and integral multiples of $1.00 in
excess thereof.
Insurer: Financial Security Assurance Inc.
Title of Certificates: Class A-5F
Amount of Certificates: $16,000,000
Pass-Through Rate: 6.99%
Purchase Price Percentage: 99.453125%
Cut-off Date: March 1, 1998
Closing: March 30, 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
Amount of Certificates: $15,000,000
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Pass-Through Rate: 6.46%
Purchase Price Percentage: 99.56875%
Cut-off Date: March 1, 1998
Closing: March 30, 1997
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: $15,000,000
Pass-Through Rate: 5.00% on any Distribution Date before April
2001; thereafter 0.0%
Purchase Price Percentage: 13.124493%
Cut-off Date: March 1, 1998
Closing: March 30, 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: $111,000,000
Pass-Through Rate: LIBOR + 0.19% with respect to each Interest
Period preceding the Clean-up Call Date and,
LIBOR + 0.38% thereafter.
Purchase Price Percentage: 99.775%
Cut-off Date: March 1, 1998
Closing: March 30, 1998
Denominations: $25,000.00 and integral multiples of $1.00 in
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excess thereof.
Title of Certificates: Class M-1A
Amount of Certificates: $15,000,000
Pass-Through Rate: LIBOR + 0.45% with respect to each Interest
Period preceding the Clean-up Call Date and
LIBOR + 0.675% thereafter.
Purchase Price Percentage: 99.55%
Cut-off Date: March 1, 1998
Closing: March 30, 1998
Denominations: $25,000.00 and integral multiples of $1.00 in
excess thereof.
Title of Certificates: Class M-2A
Amount of Certificates: $12,750,000
Pass-Through Rate: LIBOR + 0.65% with respect to each Interest
Period preceding the Clean-up Call Date and
LIBOR + 0.975% thereafter.
Purchase Price Percentage: 99.50%
Cut-off Date: March 1, 1998
Closing: March 30, 1998
Denominations: $1,000.00 and integral multiples of $1.00 in
excess thereof.
Title of Certificates: Class B-1A
Amount of Certificates: $11,250,000
Pass-Through Rate: LIBOR + 1.30% with respect to each Interest
Period preceding the Clean-up Call Date and
thereafter LIBOR + 1.95%.
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Purchase Price Percentage: 99.44%%
Cut-off Date: March 1, 1998
Closing: March 30, 1998
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 O'Melveny & Xxxxx LLP, 000 X. Xxxx
Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
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