Exhibit 14
SETTLEMENT AGREEMENT
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Settlement Agreement, dated as of September 19, 2002, by and among
Blue River, LLC ("Blue River"), JMG Convertible Investments, L.P. ("JMGCI"), JMG
Trition Offshore Fund Ltd. ("JMG Triton" and together with JMGCI the "JMG
Entities" and, collectively with Blue River and JMGCI, the "Sellers") and
Specialty Finance Partners ("SFP").
Reference is hereby made to the Purchase Agreement, dated as of April
26, 2002 (the "Agreement"), by and among Blue River, the JMG Entities, Camden
Asset Management L.P., SFP and Capital Z Financial Services Fund II, L.P.,
solely in its capacity as guarantor under Section 4 thereof. Unless otherwise
defined herein, capitalized terms used herein shall have the meaning ascribed to
such terms in the Agreement.
The parties hereto acknowledge and agree that Blue River, JMGCI and
JMG Triton have been unable to deliver, respectively, $6,584,000, $900,000 and
$900,000 aggregate principal amount of Existing Debentures (the "Undelivered
Debentures"), to SFP pursuant to their respective obligations under the
Agreement. In settlement of the Sellers' respective outstanding obligations to
SFP under the Agreement, (1) Blue River represents that it will sell to Aames
Financial Corporation ("Aames") an aggregate of $7,800,000 million principal
amount of Aames' 9.125% Senior Notes due 2003 (the "Senior Notes") at an
aggregate purchase price of $6,630,000 and (2) the JMG Entities collectively
represent that they will sell to Aames an aggregate of $2,200,000 principal
amount of Senior Notes, at an aggregate purchase price of $1,870,000 (each a
"Senior Note Sale"), which Senior Note Sales shall take place on or prior to
September 25, 2002. Upon the consummation of a Senior Note Sale, SFP hereby
unconditionally releases the applicable Seller from its respective obligation to
deliver the Undelivered Debentures pursuant to the Agreement.
This agreement may be executed in one or more counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement.
This agreement shall be binding and inure to the benefit of the
parties hereto and their respective successors and assigns.
This agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made in and performed
in such state without regard to the principles thereof regarding conflict of
laws.
[Signatures appear on the following page]
NY2:\1194095\04\PLDB04!.DOC\10118.0003
IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be duly executed as of September 19, 2002.
SPECIALTY FINANCE PARTNERS
By: Capital Z Financial Services Fund II,
L.P., its General Partner
By: Capital Z Partners, L.P., its sole
General Partner
By: Capital Z Partners, Ltd., its sole
General Partner
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: General Counsel and Vice
President
BLUE RIVER, LLC
By: /s/ Xxx Xxxxxxxxxx
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Name: Xxx Xxxxxxxxxx
Title: Managing Member
JMG CONVERTIBLE INVESTMENTS, L.P.
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: General Partner
JMG TRITION OFFSHORE FUND LTD.
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: General Partner
