AMENDMENT NO. 2
TO
PREFERRED STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 2, dated as of June 9, 1999 (this "Amendment"), to that
certain Preferred Stock Purchase Agreement dated as of December 23, 1998, is
made and entered into between Aames Financial Corporation, a Delaware
corporation and Specialty Finance Partners (as successor to Capital Z Financial
Services Fund II, L.P., a Bermuda limited partnership).
RECITALS
WHEREAS, the parties hereto have entered into a Preferred Stock Purchase
Agreement dated as of December 23, 1998 and Amendment No. 1 to Preferred Stock
Purchase Agreement (as amended, the "Stock Purchase Agreement"); and
WHEREAS, such parties desire to amend the Stock Purchase Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I.
DEFINITIONS
Section 1.1. Definitions. Capitalized terms used herein that are defined in
the Stock Purchase Agreement are used herein as so defined.
ARTICLE II.
AMENDMENTS
The Stock Purchase Agreement is hereby amended as follows:
(a) Section 4.12 is amended by deleting the last two sentences thereof and
replacing such sentences with the following:
"Following the election or appointment of the Series B Designees and the
Capital Z Nominee pursuant to this Section 4.12 and prior to the earlier to
occur of (i) September 30, 1999, (ii) the Supplemental Closing, and (iii)
the date of a meeting of the stockholders of the Company at which any
proposal necessary to consummate the Recapitalization is defeated, any
amendment or waiver by the Company of any term or condition of this
Agreement, any Ancillary Agreement or
the Certificate of Incorporation or the By-Laws, any termination by the
Company of this Agreement or any Ancillary Agreement, any extension by the
Company of the time for the performance of any of the obligations or other
acts of the Purchaser or waiver or assertion of any of the Company's rights
hereunder, or any other consents or actions by the Board of Directors with
respect to this Agreement or any Ancillary Agreement, will require, and
will require only (with respect to such action on behalf of the Company),
the concurrence of a majority of the Continuing Directors, except to the
extent that applicable law requires that such action by acted upon by the
full Board or Directors, in which case such action will require the
concurrence of a majority of the Directors, which majority shall include
each of the Continuing Directors, and no other action by the Company shall
be required for purposes of this Agreement. After the date of this
Agreement until the earlier to occur of the consummation of the
Supplemental Closing, September 30, 1999, and the date of a meeting of the
stockholders of the Company at which any proposal necessary to consummate
the Recapitalization is defeated, or the earlier termination of this
Agreement, the Purchaser will not exercise any rights it may have as a
stockholder of the Company to effect a change in the composition of the
Board of Directors of the Company, except as provided for in this Section
4.12."
(b) Section 5.1 is amended in its entirety by replacing such section with
the following:
"Section 5.1. Conditions to Obligation of Purchaser. The obligation of
the Purchaser to purchase the Senior Preferred Stock at the Initial Closing
Date and at the Supplemental Closing Date shall be subject to the
satisfaction or waiver of the following conditions (provided, that, with
respect to the Supplemental Closing, such obligation shall only be subject
to the consummation of the Initial Closing and the consummation of the
Recapitalization prior to September 30, 1999) on or before the applicable
Closing Date."
ARTICLE III.
MISCELLANEOUS PROVISIONS
Section 3.1. Counterparts. For the convenience of the parties, any number
of counterparts of this Amendment may be executed by any one or more of the
parties hereto, and each such executed counterpart shall be, and shall be deemed
to be, an original, but all of which together shall constitute one and the same
instrument.
Section 3.2. Ratification. The Stock Purchase Agreement, as amended hereby,
is hereby ratified and confirmed.
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Section 3.3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to conflicts of law principles thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed to be effective as of the 9th day of June, 1999.
AAMES FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Executive Vice President,
Chief Financial Officer
SPECIALTY FINANCE PARTNERS
By its General Partner
CAPITAL Z FINANCIAL SERVICES FUND II, L.P.,
By its General Partner
CAPITAL Z PARTNERS, L.P.,
By its General Partner
CAPITAL Z PARTNERS, LTD.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Chairman of the Board
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