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EXHIBIT 10.25(e)
AMENDMENT NO. 4
TO
PREFERRED STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 4, effective as of August 23, 1999 (this
"Amendment"), to that certain Preferred Stock Purchase Agreement dated as of
December 23, 1998, as amended on February 10, 1999, June 9, 1999 and July 16,
1999 (the "Stock Purchase Agreement"), is made and entered into between Aames
Financial Corporation, a Delaware corporation (the "Company") and Specialty
Finance Partners, as successor to Capital Z Financial Services Fund II, L.P., a
Bermuda limited partnership ("Purchaser").
RECITALS
WHEREAS, the parties hereto have entered into the Stock Purchase
Agreement pursuant to which the Purchaser purchased from the Company, and the
Company sold to the Purchaser shares of the Company's Series C Convertible
Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"; and
WHEREAS, pursuant to the Stock Purchase Agreement, the Company agreed
to offer, subject to the completion of the Recapitalization, to the existing
holders of the Company's Common Stock, par value $0.001 per share,
non-transferable rights to purchase an aggregate of approximately $31 million in
stated value of Series C Preferred Stock; and
WHEREAS, the parties desire to amend the Stock Purchase Agreement to
provide for the expiration of the Purchase Rights on a date that is fewer than
thirty (30) days following issuance; and
WHEREAS, the Continuing Directors of the Board of Directors have
approved this Amendment; and
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:
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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
Section 4.9 of the Stock Purchase Agreement is hereby amended
to remove any requirement that the Purchase Rights expire thirty (30) days after
issuance and provide instead for the expiration of the Purchase Rights on date
as agreed to by the Company and Capital Z, or the successors and assigns of
Capital Z.
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.
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 effective as of the 23rd day of August, 1999.
AAMES FINANCIAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: EVP & CFO
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/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Partner
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