EXHIBIT 99.1
EXECUTION COPY
LOCK-UP AGREEMENT
November 1, 2004
Friedman, Billings, Xxxxxx & Co., Inc.
as Representatives of the several Underwriters
c/o Friedman, Billings, Xxxxxx & Co., Inc.
0000 00xx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
This Lock-Up Letter Agreement is being delivered to you in connection with the
proposed public offering (the "Offering") by Aames Investment Corporation, a
Maryland corporation (the "Company") of its Common Stock, par value $0.01 per
share, of the Company (the "Common Stock").
In order to induce you and any other underwriters for which you may act as
representative (collectively, the "Underwriters") to underwrite the Offering,
the undersigned hereby agrees, on behalf of itself and each of its affiliates,
that, without the prior written consent of Friedman, Billings, Xxxxxx & Co. Inc.
("FBR"), during the period from the date hereof until one hundred eighty (180)
days from the date of the final prospectus for the Offering (the "Lock-Up
Period"), neither the undersigned nor any of its affiliates (a) will, directly
or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase,
grant any call option or purchase any put option with respect to, pledge, borrow
or otherwise dispose of any Relevant Security (as defined below), or (b) will
establish or increase any "put equivalent position" or liquidate or decrease any
"call equivalent position" with respect to any Relevant Security (in each case
within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder), or otherwise enter into any swap, derivative or other transaction
or arrangement that transfers to another, in whole or in part, any economic
consequences of ownership of any Relevant Security, whether or not such
transaction is to be settled by delivery of Relevant Securities, other
securities, cash or other consideration. As used herein, "Relevant Security"
means the Common Stock, any other equity security of the Company or any of its
subsidiaries and any security convertible into, or exercisable or exchangeable
for, any Common Stock or other such equity security.
The undersigned, on behalf of itself and each of its affiliates, hereby
authorizes the Company during the Lock-Up Period to cause any transfer agent for
the Relevant Securities to decline to transfer, and to note stop transfer
restrictions on the stock register and other records relating to, Relevant
Securities for which the undersigned or any of its affiliates is the record
holder and, in the case of Relevant Securities for which the undersigned or any
of its affiliates is the beneficial but not the record holder, agrees during the
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Lock-Up Period to cause the record holder to cause the relevant transfer agent
to decline to transfer, and to note stop transfer restrictions on the stock
register and other records relating to, such Relevant Securities. The
undersigned, on behalf of itself and each of its affiliates, hereby further
agrees that, without the prior written consent of FBR, during the Lock-Up Period
neither the undersigned nor any of its affiliates (x) other than in the
undersigned's or such affiliate's capacity as an officer and/or director in
connection with the Offering, will file or participate in the filing with the
Securities and Exchange Commission of any registration statement, or circulate
or participate in the circulation of any preliminary or final prospectus or
other disclosure document with respect to any proposed offering or sale of a
Relevant Security or (y) will exercise any rights the undersigned or such
affiliate may have to require registration with the Securities and Exchange
Commission of any proposed offering or sale of a Relevant Security; provided,
however, that the restrictions set forth under (x) and (y) of this sentence
shall not apply to the undersigned or any of affiliate of the undersigned in
connection with the filing of a registration statement on or after the 120-day
anniversary of the First Merger (as defined in the Underwriting Agreement) upon
exercise by the undersigned or any affiliate of the undersigned of its rights
under, and in accordance with, the Registration Rights and Governance Agreement
by and among the undersigned, Capital Z Management LLC and the Company (as in
effect on the date hereof), so long as such registration statement is not
declared effective until the expiration of the Lock-Up Period.
If (i) the Company notifies you in writing that it does not intend to proceed
with the Offering, or (ii) the registration statement filed with the Securities
and Exchange Commission with respect to the Offering is withdrawn, this Lock-Up
Letter Agreement shall terminate on such date and the undersigned and its
affiliates bound hereby shall be released from their respective obligations
hereunder.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into this Agreement and that this Agreement
constitutes the legal, valid and binding obligation of the undersigned and each
of its affiliates, enforceable against the undersigned and each of its
affiliates in accordance with its terms. Upon request, the undersigned and its
affiliates will execute any additional documents reasonably necessary in
connection with enforcement hereof. Any obligations of the undersigned and its
affiliates shall be binding upon the successors and assigns of the undersigned
and its affiliates from the date first above written.
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This Agreement shall be governed by and construed in accordance with the laws of
the State of New York. Delivery of a signed copy of this letter by facsimile
transmission shall be effective as delivery of the original hereof.
Yours very truly,
SPECIALTY FINANCE PARTNERS
By: Capital Z Partners, Ltd.
its ultimate General Partner
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Counsel
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