AMENDMENT NO. 2
TO
WAREHOUSE LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 2 TO WAREHOUSE LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of June 1, 2000, amends the Warehouse Loan and Security
Agreement dated as of February 10, 2000 (the "Loan Agreement"), between Aames
Capital Corporation (the "Borrower") and Greenwich Capital Financial Products,
Inc. (the "Lender"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.
WHEREAS, the Borrower and the Lender wish to amend the Loan Agreement to modify
certain of the terms thereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Borrower and the Lender agree as follows:
1. AMENDMENT
Effective as of March 31, 2000, Section 7.16 of the Loan Agreement is hereby
amended by deleting the existing Section 7.16 thereof and replacing it with the
following:
"MAINTENANCE OF TANGIBLE NET WORTH. The Tangible Net Worth of Aames
Capital shall be not less than $315,000,000 at all times during the
term of this Warehouse Agreement."
2. EQUITY INVESTMENT
The Borrower shall arrange for an equity investment from Capital Z into Aames
Financial Corporation in the aggregate amount of not less than FIFTY MILLION
DOLLARS ($50,000,000), gross of expenses, which investment shall be in form and
substance satisfactory to the Lender (the "EQUITY INVESTMENT"). The failure to
(a) consummate at least $25,000,000 of the Equity Investment on or prior to June
30, 2000 or (b) consummate the entire Equity Investment on or prior to July 31,
2000, shall constitute an Event of Default under the Loan Agreement.
3. REPRESENTATIONS
In order to induce the Lender to execute and deliver this Amendment, the
Borrower hereby represents to the Lender that as of the date hereof, after
giving effect to this Amendment, the Borrower is in full compliance with all of
the terms and conditions of the Loan Agreement and no default or Event of
Default has occurred and is continuing under the Loan Agreement.
4. MISCELLANEOUS
Except as specifically amended herein, the Loan Agreement shall continue in full
force and effect in accordance with its original terms. Reference to this
specific Amendment need not be made in the Loan Agreement or any other
instrument or document executed in connection therewith, or in any certificate,
letter or communication issued or made pursuant to or with respect to the Loan
Agreement any reference in any of such items to the Loan Agreement being
sufficient to refer to the Loan Agreement as amended hereby.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment to be
duly executed and delivered as of the date first above written.
AAMES CAPITAL CORPORATION
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Executive Vice President
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President