AMENDMENT NO. 1
TO LIMITED PARTNERSHIP AGREEMENT
OF STEAMBOAT FINANCIAL PARTNERSHIP I, L.P.
This Amendment No. 1 To Limited Partnership Agreement of Steamboat
Financial Partnership I, L.P. dated as of February 24, 2000 (this "AMENDMENT"),
between and among RANDOM PROPERTIES ACQUISITION CORP. IV, as general partner
("RPAC"), GREENWICH CAPITAL DERIVATIVES, INC., as special limited partner
("GCD") and AAMES CAPITAL CORPORATION, as limited partner ("ACC").
RECITALS
RPAC, GCD and ACC are parties to that certain Limited Partnership
Agreement dated as of June 10, 1999 (the "EXISTING AGREEMENT" and, as amended
by this Amendment, the "AGREEMENT"). Capitalized Terms used but not
otherwise defined herein shall have the meanings given to them in the
Existing Agreement.
RPAC, GCD and ACC have agreed, subject to the terms and conditions
of this Amendment, that the Existing Agreement be amended to reflect certain
agreed-upon revisions to the terms of the Existing Agreement as set forth
herein.
Accordingly, RPAC, GCD and ACC hereby agree, in consideration of
the mutual premises and mutual obligations set forth herein, that the
Existing Agreement is hereby amended as follows:
Section 1. DEFINITIONS. Section 1.01 of the Existing Agreement is
hereby amended by:
(a) deleting the definition of "CUT-OFF DATE" in its entirety and
replacing it with the following:
""CUT-OFF DATE" means each date, prior to the date an Historical
Advance is acquired by the Partnership, as of which the unreimbursed
balance of the Historical Advances acquired by the Partnership is
calculated, as set forth in Schedule C hereto, as supplemented from time
to time."
(b) deleting the definition of "PURCHASE AGREEMENT" in its
entirety and replacing it with the following:
""PURCHASE AGREEMENT" means the Historical Advance Purchase
Agreement between Aames, as Seller, and the Partnership, as Buyer, dated
as of the date hereof, and any other purchase agreement listed on
SCHEDULE D hereto, as supplemented from time to time, under which the
Partnership purchases Historical Advances (as defined in such purchase
agreement)."
(c) deleting the definition of "REPURCHASE" in its entirety and
replacing it with the following:
"" REPURCHASE" means a repurchase of Historical Advances by Aames or
any other seller of Historical Advance to the Partnership, pursuant to
the terms of the relevant Purchase Agreement."
(d) deleting the definition of "SLP PREFERRED RETURN" in its
entirety and replacing it with the following language:
""SLP PREFERRED RETURN" means, with respect to any Collection
Period, an amount equal to 0.667% of Undistributed Capital Contributions
of the Special Limited Partner on the last day of such Collection
Period."
(e) modifying the definition of "SLP REDETERMINED PERCENTAGE" by
deleting the balance of the definition after the words "reasonable efforts"
in the next to last line of said definition and substituting therefor:
", (ii) any amounts paid to the Partnership as a Repurchase, and
(iii) any amounts paid to the Partnership by the Scheduled Trustees on
account of the Historical Advances."
Section 2. Effective as of the date of this Amendment, Section
2.05 PURPOSES OF PARTNERSHIP of the Existing Agreement shall be amended by
deleting the words "an interest in" in the second line of said Section.
Section 3. Effective as of the date of this Amendment, all
references to "Partners" currently contained in Section 3.05 ACTIVITIES OF
THE GENERAL PARTNER of the Existing Agreement shall be deleted and the word
"partners" shall be substituted therefor.
Section 4. Effective as of the date of this Amendment, Subsection
3.07 (a) INDEMNIFICATION of the Existing Agreement shall be deleted in its
entirety and the following substituted therefor:
"(a) The Partnership, out of its own assets and not out of the
assets of any Partner (except as provided in SECTION 3.07(b) below), shall
indemnify and hold harmless the General Partner and the Manager and any
partner, manager, officer, employee or agent of the General Partner, the
Manager and/or the legal representatives or controlling persons of any of
them and any employee or agent of the Partnership or the Manager (herein
collectively called the "INDEMNIFIED PERSONS"), from and against any loss,
expense, judgment, settlement cost, fee and related expenses (including
attorneys' fees and expenses), costs or damages suffered or sustained by
reason of being or having been the General Partner, the Manager, a partner,
manager, officer,
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employee or agent (or a legal representative or controlling person of any of
them) or any employee or agent of the Partnership, or arising out of or in
connection with the business of the Partnership or the performance by the
Indemnified Person of any of the responsibilities of the General Partner or
the Manager hereunder, provided that an Indemnified Person shall be entitled
to indemnification hereunder only if the Indemnified Person's conduct did not
constitute willful misconduct, gross negligence or criminal wrongdoing. The
Partnership shall, in the sole discretion of the General Partner upon advice
of counsel that such Indemnified Person is likely to be entitled to such
indemnification, advance to any Indemnified Person reasonable attorneys' fees
and other costs and expenses incurred in connection with the defense of any
action or proceeding which arises out of conduct which is the subject of the
indemnification provided hereunder. The General Partner hereby agrees and
each other Indemnified Person shall agree, that in the event such Indemnified
Person receives any such advance, such Indemnified Person shall reimburse the
Partnership for such advance to the extent that it shall be finally
judicially determined that such Indemnified Person was not entitled to
indemnification under this SECTION 3.07. Except as provided in SECTION 2.04,
the satisfaction of any indemnification and any saving harmless pursuant to
this SECTION 3.07(a) shall be from and limited to Partnership assets, and no
Partner shall have any personal liability on account thereof."
Section 5. SCHEDULES. Schedules A, B, C and D to the Existing
Agreement are hereby replaced in their entirety by Schedules A, B, C and D to
this Amendment.
Section 6. LIMITED EFFECT.
(a) Except as expressly amended and modified by this Amendment,
the Existing Agreement shall continue to be, and shall remain, in full force
and effect in accordance with its terms. Each reference to the Agreement in
any document shall be deemed to be a reference to the Agreement as amended
hereby.
(b) This Amendment shall not be deemed effective unless and until
a fully executed Amendment is delivered to RPAC, GCD and ACC.
Section 7. COUNTERPARTS. This Amendment may be executed by each
of the parties hereto on any number of separate counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same instrument.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
date first set forth above.
GENERAL PARTNER:
RANDOM PROPERTIES ACQUISITION CORP. IV
By: ___________________________________
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
SPECIAL LIMITED PARTNER:
GREENWICH CAPITAL DERIVATIVES, INC.
By: ___________________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President
LIMITED PARTNER:
AAMES CAPITAL CORPORATION
By: ___________________________________
Name:
Title:
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SCHEDULE A
SCHEDULE B
SCHEDULE C
SCHEDULE D
