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EXHIBIT 1.2
AAMES CAPITAL CORPORATION
Mortgage Pass-Through Certificates
PRICING AGREEMENT
December 11, 1996
Greenwich Capital Markets, Inc.
as Representative of the several Underwriters
named in Schedule I to the Pricing Agreement
c/o Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Gentlemen:
Aames Capital Corporation (the "Company") proposes, subject to the
terms and conditions stated herein and the Underwriting Agreement, dated
December 11, 1996 (the "Underwriting Agreement"), between the Company and
Greenwich Capital Markets Limited, 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 defined 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 the Underwriters, severally and not
jointly, agree to purchase from the Company, at the time and at the
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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. Xxxxxx
Title: Senior Vice President - Finance
CONFIRMED AND ACCEPTED,
as of the date first above written:
GREENWICH CAPITAL MARKETS, INC.
By: /s/ Xxxxxxx X. XxXxxxx
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Name: Xxxxxxx X. XxXxxxx
Title: Vice President
For itself and as Representative of the several
Underwriters named in Schedule I to the Pricing Agreement
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SCHEDULE I
Principal Principal
Principal Amount Amount of Amount of Principal Amount
of Class A-1A Class A-1B Class A-1C of Class A-1D
Underwriter Certificates Certificates Certificates Certificates
----------- ------------ ------------ ------------ ------------
Greenwich Capital
Markets, Inc. $34,200,000 $10,800,000 $18,600,000 $4,000,000
CS First Boston
Corporation $25,650,000 $8,100,000 $13,950,000 $3,000,000
Bear, Xxxxxxx & Co.
Inc. $12,825,000 $4,050,000 $6,975,000 $1,500,000
Prudential
Securities $12,825,000 $4,050,000 $6,975,000 $1,500,000
Incorporated
Total $85,500,000 $27,000,000 $46,500,000 $10,000,000
Principal Principal Principal
Amount of Principal Amount Amount of of Amount
Class A-1E of Class A-1F Class A-1G Class A-2
Underwriter Certificates Certificates Certificates Certificates
----------- ------------ ------------ ------------ ------------
Greenwich Capital
Markets, Inc. $12,600,000 $6,800,000 $9,800,000 $143,200,000
CS First Boston
Corporation $9,450,000 $5,100,000 $7,350,000 $107,400,000
Bear, Xxxxxxx & Co.
Inc. $4,725,000 $2,550,000 $3,675,000 $53,700,000
Prudential
Securities $4,725,000 $2,550,000 $3,675,000 $53,700,000
Incorporated
Total $31,500,000 $17,000,000 $24,500,000 $358,000,000
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SCHEDULE II
Registration Statement No. 333-10185
Basic Prospectus dated December 11, 1996
Prospectus Supplement dated December 11, 1996
Title of Certificates: Class A-1A
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Amount of Certificates: $85,500,000 (approximate)
Pass-Through Rate: LIBOR as of December 23, 1996 plus 0.08% for the initial
Interest Period; LIBOR plus 0.08% thereafter
Purchase Price Percentage: 99.85%
Cut-off Date: December 1, 1996
Settlement Date: December 27, 1996
Closing: December 27, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess thereof.
Title of Certificates: Class A-1B
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Amount of Certificates: $27,000,000 (approximate)
Pass-Through Rate: 6.34%
Purchase Price Percentage: 99.80% (plus accrued interest from Cut-off Date at applicable
Pass-Through Rate)
Cut-off Date: December 1, 1996
Closing: December 27, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess thereof.
Schedule II-1
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Title of Certificates: Class A-1C
----------
Amount of Certificates: $46,500,000 (approximate)
Pass-Through Rate: 6.52%
Purchase Price Percentage: 99.734375% (plus accrued interest from Cutoff Date at applicable
Pass-Through Rate)
Cut-off Date: December 1, 1996
Closing: December 27, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess thereof.
Title of Certificates: Class A-1D
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Amount of Certificates: $10,000,000 (approximate)
Pass-Through Rate: 6.75%
Purchase Price Percentage: 99.684375% (plus accrued interest from Cutoff Date at applicable
Pass-Through Rate)
Cut-off Date: December 1, 1996
Closing: December 27, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess thereof.
Title of Certificates: Class A-1E
----------
Amount of Certificates: $31,500,000 (approximate)
Pass-Through Rate: 6.87%
Purchase Price Percentage: 99.61875% (plus accrued interest from Cutoff Date at applicable
Pass-Through Rate)
Cut-off Date: December 1, 1996
Closing: December 27, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess thereof.
Schedule II-2
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Title of Certificates: Class A-1F
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Amount of Certificates: $17,000,000 (approximate)
Pass-Through Rate: 7.17%
Purchase Price Percentage: 99.568125% (plus accrued interest from Cutoff Date at applicable
Pass-Through Rate)
Cut-off Date: December 1, 1996
Closing: December 27, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess thereof.
Title of Certificates: Class A-1G
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Amount of Certificates: $24,500,000 (approximate)
Pass-Through Rate: 7.32% for each Interest Period ending prior to Clean-up Call Date;
7.82% thereafter
Purchase Price Percentage: 99.55875% (plus accrued interest from Cutoff Date at applicable
Pass-Through Rate)
Cut-off Date: December 1, 1996
Closing: December 27, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess thereof.
Title of Certificates: Class A-2
---------
Amount of Certificates: $358,000,000 (approximate)
Initial Pass-Through Rate: LIBOR + 0.22% for each Interest Period on or prior to Clean-up
Call Date; LIBOR + 0.44% thereafter
Purchase Price Percentage: 99.75000%
Cut-off Date: December 1, 1996
Settlement Date December 27, 1996
Closing: December 27, 1996
Denominations: $1,000.00 and integral multiples of $1.00 in excess thereof.
Schedule II-3
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Representative with respect
to the Class A-1
Certificates: Greenwich Capital Markets, Inc.
Representative with respect
to the Class A-2
Certificates: Greenwich Capital Markets, Inc.
Insurer: Financial Security Assurance Inc.
Location of Settlement: The offices of Xxxxxxx & Xxxxx L.L.P., 000
Xxxxx Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
Schedule II-4
