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EXHIBIT 1.2
September 18, 1998
NationsBanc Xxxxxxxxxx Securities LLC
as Representative of the several Underwriters
named in Schedule I to the Pricing Agreement
c/o NationsBanc Xxxxxxxxxx Securities LLC
000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, XX 00000
Re: Underwriting Agreement for Aames Mortgage Trust, dated September 18, 1998
the "Underwriting Agreement") between Aames Capital Corporation ("Aames")
and NationsBanc Xxxxxxxxxx Securities LLC, as Representative of the
several Underwriters named in Schedule I to the Pricing Agreement dated
September 18, 1998 (the "Pricing Agreement")
Ladies and Gentlemen:
Pursuant to the Underwriting Agreement and Pricing Agreement
(collectively, the "Designated Agreement"), Xxxxx has undertaken certain
financial obligations with respect to the indemnification of the Underwriters
with respect to the Registration Statement, and the Prospectus described in the
Designated Agreement. Any financial obligations of Aames under the Designated
Agreement, whether or not specifically enumerated in this paragraph, are
hereinafter referred to as the "Joint and Several Obligations;" provided,
however, that "Joint and Several Obligations" shall mean only the financial
obligations of Aames under the Designated Agreement (including the payment of
money damages for a breach of any of Aames' obligations under the Designated
Agreement, whether financial or otherwise) but shall not include any obligations
not relating to the payment of money.
As a condition of its execution of the Designated Agreement, the
Underwriters have required the undersigned, Aames Financial Corporation ("AFC"),
the parent corporation of Aames, to acknowledge its joint and several liability
with Aames for the payment of the Joint and Several Obligations under the
Designated Agreement.
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Now, therefore, the Underwriters and AFC do hereby agree that:
AFC hereby agrees to be absolutely and unconditionally jointly
and severally liable with Xxxxx to the Underwriters for the payment of
the Joint and Several Obligations under the Designated Agreement.
(ii) AFC may honor its obligations hereunder either by direct
payment of any Joint and Several Obligations or by causing any Joint
and Several Obligations to be paid to the Underwriters by Xxxxx or
another affiliate of AFC; provided however that this subparagraph shall
not require the Underwriters to seek satisfaction from any party other
than Aames or AFC with respect to the Joint and Several Obligations
under the Designated Agreement.
Capitalized terms used herein and not defined herein shall have their
respective meanings as set forth in the Designated Agreement.
Very truly yours,
AAMES FINANCIAL CORPORATION
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
NATIONSBANC XXXXXXXXXX SECURITIES LLC
By: /s/ XXXXXX XXXXXXXX
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Name: Xxxxxx Xxxxxxxx
Title: Principal
For itself and as
Representative of the several
Underwriters named in Schedule I
to the Pricing Agreement
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