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Exhibit 1.2
AAMES CAPITAL CORPORATION
Mortgage Pass-Through Certificates
PRICING AGREEMENT
December 8, 1997
Xxxxxx Brothers Inc.,
as Representative of the several Underwriters
named in Schedule I hereto
c/x Xxxxxx Brothers Inc.
3 World Financial Center
000 Xxxxx Xxxxxx
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 December 8,
1997 (the "Underwriting Agreement"), between the Company and Xxxxxx Brothers
Inc., 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.
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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 Fixed Rate Class A, Class M-1F, Class
M-2F, and Class B-1F Certificates, accrued interest at the applicable
Pass-Through Rate from December 1, 1997.
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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:
XXXXXX BROTHERS INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Senior Vice President
For itself and as
Representative of the several
Underwriters named in
Schedule I hereto
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SCHEDULE I
Principal Principal Principal Principal Principal Principal Principal Principal
Amount of 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 M-1F Class M-2F
Underwriter Certificates Certificates Certificates Certificates Certificates Certificates Certificates Certificates
----------- ----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Xxxxxx Brothers $18,596,000 $ 6,799,000 $ 8,810,000 $3,622,000 $3,903,000 $4,750,000 $3,300,000 $2,750,000
Inc.
Xxxxxxxxx, Xxxxxx $33,471,000 $12,238,000 $15,855,000 $6,517,000 $7,022,000 $8,550,000 $5,940,000 $4,950,000
& Xxxxxxxx
Securities
Corporation
Xxxxxx Xxxxxxx & $ 7,438,000 $ 2,720,000 $ 3,523,000 $1,448,000 $1,560,000 $1,900,000 $1,320,000 $1,100,000
Co. Incorporated
NationsBanc $ 7,438,000 $ 2,720,000 $ 3,523,000 $1,448,000 $1,560,000 $1,900,000 $1,320,000 $1,100,000
Xxxxxxxxxx
Securities, Inc.
Prudential $ 7,438,000 $ 2,720,000 $ 3,523,000 $1,448,000 $1,560,000 $1,900,000 $1,320,000 $1,100,000
Securities
Incorporated
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Principal Principal Principal
Amount of Amount of Amount of
Class B-1F Class A-1A Class A-2A
Underwriter Certificates Certificates Certificates
----------- ---------- ----------- ------------
Xxxxxx Brothers $2,475,000 $37,800,000 $133,200,000
Inc.
Xxxxxxxxx, Lufkin $4,455,000 $21,000,000 $ 74,000,000
& Xxxxxxxx
Securities
Corporation
Xxxxxx Xxxxxxx & $ 990,000 $ 8,400,000 $ 29,600,000
Co. Incorporated
NationsBanc $ 990,000 $ 8,400,000 $ 29,600,000
Xxxxxxxxxx
Securities, Inc.
Prudential $ 990,000 $ 8,400,000 $ 29,600,000
Securities
Incorporated
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SCHEDULE II
Registration Statement No. 333-21219
Base Prospectus December 16, 1997
Prospectus Supplement dated December 16, 1997
Mortgage Pass-Through Certificates, Series 1997-D
Title of Certificates: Class A-1F
Amount of Certificates: $74,381,000
Pass-Through Rate: 6.155% for the initial Interest
Period and for each subsequent
Interest Period LIBOR +0.155%
Purchase Price Percentage: 100%
Cut-off Date: December 1, 1997
Closing: December 19, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-2F
Amount of Certificates: $27,197,000
Pass-Through Rate: 6.550%
Purchase Price Percentage: 99.984375%
Cut-off Date: December 1, 1997
Closing: December 19, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-3F
Amount of Certificates: $35,234,000
Pass-Through Rate: 6.590%
Purchase Price Percentage: 99.984375%
Cut-off Date: December 1, 1997
Closing: December 19, 1997
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Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-4F
Amount of Certificates: $14,483,000
Pass-Through Rate: 6.800%
Purchase Price Percentage: 99.968750%
Cut-off Date: December 1, 1997
Closing: December 19, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-5F
Amount of Certificates: $15,605,000
Pass-Through Rate: 7.210%
Purchase Price Percentage: 99.968750%
Cut-off Date: December 1, 1997
Closing: December 19, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-6F
Amount of Certificates: $19,000,000
Pass-Through Rate: 6.740%
Purchase Price Percentage: 99.953125%
Cut-off Date: December 1, 1997
Closing: December 19, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class M-1F
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Amount of Certificates: $13,200,000
Pass-Through Rate: 7.170%
Purchase Price Percentage: 99.968751%
Cut-off Date: December 1, 1997
Closing: December 19, 1997
Denominations: $25,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class M-2F
Amount of Certificates: $11,000,000
Pass-Through Rate: 7.350%
Purchase Price Percentage: 99.984375%
Cut-off Date: December 1, 1997
Closing: December 19, 1997
Denominations: $25,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class B-1F
Amount of Certificates: $9,900,000
Pass-Through Rate: 7.640%
Purchase Price Percentage: 99.953125%
Cut-off Date: December 1, 1997
Closing: December 19, 1997
Denominations: $25,000.00 and integral multiples
of $1.00 in excess thereof.
Title of Certificates: Class A-1A
Amount of Certificates: $84,000,000
Pass-Through Rate: With respect to the first week of
the initial
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Interest Period and the related
Distribution Date 5.88%;
thereafter Fed Funds Average Rate
+0.30%
Purchase Price Percentage: 100%
Cut-off Date: December 1, 1997
Closing: December 19, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Insurer: Financial Security
Assurance, Inc.
Title of Certificates: Class A-2A
Amount of Certificates: $296,000,000
Pass-Through Rate: With respect to the first week of
the initial Interest Period and
the related Distribution Date
6.25%; thereafter LIBOR +0.25%
Purchase Price Percentage: 100%
Cut-off Date: December 1, 1997
Closing: December 19, 1997
Denominations: $1,000.00 and integral multiples
of $1.00 in excess thereof.
Insurer: Financial Security
Assurance, Inc.
Representative with respect to the Offered Certificates: Xxxxxx Brothers Inc.
Location of Settlement: The offices of O'Melveny & Xxxxx LLP, 000 X. Xxxx
Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
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