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EXHIBIT 4.1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT ("Amendment"), dated as of December 23, 1998, to the Rights
Agreement dated as of June 21, 1996, as amended by the amendment thereto dated
as of April 27, 1998 (as so amended, the "Rights Agreement"), between Aames
Financial Corporation, a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services LLC, as successor Rights Agent to Xxxxx Fargo Bank (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 28 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby agree
as follows:
1. The definition of "Exempt Person" in Section 1 of the Rights
Agreement is amended to read in its entirety as follows:
"Exempt Person" shall include (i) the Company, (ii) any Subsidiary (as
hereinafter defined) of the Company, (iii) any employee benefit plan of
the Company or any of its Subsidiaries, or any entity holding shares of
Common Stock which was organized, appointed or established by the
Company or any Subsidiary of the Company for or pursuant to the terms of
any such plan, (iv) Turtle Creek Revocable Trust and its Affiliates and
Associates, (v) Thirty-Five East Investments LLC and its Affiliates and
Associates, and (vi) Capital Z Financial Services Fund II, L.P., a
Bermuda limited partnership ("Capital Z"), and each "Designated
Purchaser" (as defined in that certain Preferred Stock Purchase
Agreement dated as of December 23, 1998 between the Company and Capital
Z) and their respective Affiliates and Associates, and each of their
successors, assigns and transferees (and there respective subsequent
successors, assigns and transferees), and their respective Affiliates
and Associates; provided, however, that the entities referred to in
subsections (iv) and (v) hereof shall be Exempt Persons only so long as
they each own at least 50% of the shares of Common Stock purchased by
them pursuant to the Stock Purchase Agreements, dated as of March 19,
1998, entered into between such entities and the Company.
2. Section 22(c) of the Rights Agreement is hereby amended by adding the
following thereto:
"Anything to the contrary notwithstanding, in no event shall the
Rights Agent be liable for special, punitive, indirect,
consequential or incidental loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Rights
Agent has been advised of the likelihood of such loss or damage.
Any liability of the Rights Agent under this Rights Agreement
will be limited to the amount of fees paid by the Company to the
Rights Agent."
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3. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby.
4. The foregoing amendment shall be effective as of the date hereof and,
except as set forth herein, the Rights Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby.
5. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
duly executed, all as of the day and year first above written.
ATTEST: AAMES FINANCIAL CORPORATION
/S/ XXXXXXX X. XXXXXX /S/ XXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
Title: Executive Vice President, Title: Executive Vice President and
General Counsel and Secretary Chief Financial Officer
ATTEST CHASEMELLON SHAREHOLDER
SERVICES LLC
As Rights Agent
/S/ XXXXXX LUG /S/ XXXX X. XXXXXXXX
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Name: Xxxxxx Lug Name: Xxxx X. Xxxxxxxx
Title: Vice President Title: Relationship Manager
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