Supplement No. 1 to Management Advisory Services Agreement between Aames Financial Corporation and Equifin Capital Management LLC (June 7, 2000)

Summary

Aames Financial Corporation and Equifin Capital Management LLC have signed a supplement to their existing Management Advisory Services Agreement. Under this supplement, Aames agrees to pay Equifin an $800,000 advisory fee for providing additional services, including investment banking advice, help in securing capital, and assistance with hiring. The agreement confirms both parties' authority to enter into this supplement and states that it is binding on their successors and assigns. The supplement is governed by Delaware law and is effective as of June 7, 2000.

EX-10.26(B) 32 a2026323zex-10_26b.txt EXHIBIT 10.26(B) EXHIBIT 10.26(b) This SUPPLEMENT NO. 1, is made as of this 7th day of June, 2000 ( the "SUPPLEMENT"), to the Management Advisory Services Agreement, dated as of February 10, 1998, as amended (the "MANAGEMENT AGREEMENT"), by and between Aames Financial Corporation, a Delaware corporation (the "COMPANY") and Equifin Capital Management LLC, a Delaware limited liability company ("ADVISOR"). WHEREAS, The Company has requested and Advisor has provided additional Advisory Services including but not limited to investment banking advice and assistance in securing additional capital and financing sources and providing assistance in the filling of employment positions in the Company (the "ADDITIONAL ADVISORY SERVICES"); and WHEREAS, The Company and the Advisor are executing this Supplement in accordance with Section 12(d) of the Management Agreement. IN CONSIDERATION of the foregoing and of the mutual representations, covenants and agreements herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree, as follows: 1. COMPENSATION. In consideration of the Additional Advisory Services, the Company shall pay Advisor an advisory fee of $800,000 on the Additional Closing Date (as defined in Preferred Stock Purchase Agreement, dated as of May 19, 2000, by and between the Company and Advisor) by wire transfer of immediately available funds to such account as the Advisor shall designate. 2. COUNTERPARTS. This Supplement may be executed in any number of counterparts, all of which taken together shall constitute one Agreement, and any of the parties hereto may execute this Supplement by signing such a counterpart. 3. GOVERNING LAW. This Supplement shall be governed by and construed in accordance with the laws of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts law) as to all matters, including, without limitation, matters of validity, construction, effect, performance and remedies. 4. REPRESENTATIONS AND WARRANTIES. Each party hereto represents and warrants to each of the other parties hereto that: (a) it has full power and authority to enter into this Supplement; (b) the execution, delivery and performance of this Supplement will not conflict with, violate or result in a default under (with or without the giving of notice or passage of time or both) such party's organizational documents and bylaws or other material agreements; and (c) this Supplement has been duly executed and delivered, and constitutes the valid and binding obligation of such party, enforceable against such party in accordance with its terms. 5. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. 6. Capitalized terms used herein but not defined herein have the meaning ascribed to them in the Management Agreement IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed as of the date and year first above written. AAMES FINANCIAL CORPORATION EQUIFIN CAPITAL MANAGEMENT, LLC By: /s/ A. Jay Meyerson By: /s/ Mani A. Sadeghi ----------------------- -------------------------- Name: A. Jay Meyerson Name: Mani A. Sadeghi Title: Chief Executive Officer Title: CEO & Managing Partner Date: 6/7/2000 Date: 6/7/00 ----------------------- --------------------------