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EXHIBIT 6
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of April 27, 1998, to the Rights Agreement dated as
of June 21, 1996 (the "Rights Agreement"), between Aames Financial Corporation,
a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services
LLC, as successor Rights Agent to Xxxxx Fargo Bank (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 28 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby agree
as follows:
1. The definition of "Exempt Person" in Section 1 of the Rights
Agreement is amended to read in its entirety as follows:
"Exempt Person" shall include (i) the Company, (ii) any Subsidiary (as
hereinafter defined) of the Company, (iii) any employee benefit plan of
the Company or any of its Subsidiaries, or any entity holding shares of
Common Stock which was organized, appointed or established by the
Company or any Subsidiary of the Company for or pursuant to the terms of
any such plan, (iv) Turtle Creek Revocable Trust and its Affiliates and
Associates, and (v) Thirty-Five East Investments LLC and its Affiliates
and Associates; provided, however, that the entities referred to in
subsections (iv) and (v) hereof shall be Exempt Persons only so long as
they each own at least 50% of the shares of Common Stock purchased by
them pursuant to the Stock Purchase Agreements, dated as of March 19,
1998, entered into between such entities and the Company.
2. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby.
3. The foregoing amendment shall be effective as of the date hereof and,
except as set forth herein, the Rights Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
duly executed, all as of the day and year first above written.
ATTEST: AAMES FINANCIAL CORPORATION
/s/ XXXXXXX X. XXXXXX By: /s/ XXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President, Title: Chief Executive Officer
General Counsel and Secretary
ATTEST: CHASEMELLON SHAREHOLDER
SERVICES LLC
As Rights Agent
/s/ XXXXXX LUG By: /s/ XXXX X. XXXXXXXX
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Name: Xxxxxx Lug Name: Xxxx X. Xxxxxxxx
Title: Vice President Title: Relationship Manager
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