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EXHIBIT 10.25(c)
AMENDMENT NO. 2
TO
PREFERRED STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 2, dated as of June 7, 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 (the "Company"), and Capital Z Financial Services Fund
II, L.P., a Bermuda limited partnership ("Capital Z").
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 replacing "June 30, 1999" with
"September 30, 1999" in each place that it appears in the section.
(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,
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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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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed to be effective as of the 7th day of June, 1999.
AAMES FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name:
Title:
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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