Aames Accredited Buyout

Summary

$5.35 share : $340 mm total

$340 mm total

$109 mm in cash
Balance in Accredited stock
Subject to cash election
LEND stock chart

Announced 5.24.06

Background to the Merger

Closed 10.02.06

Advisors

Financial

Accredited: JP Morgan
Aames: Credit Suisse

Legal

Accredited: DLA Piper Rudnick
Aames: Sullivan & Cromwell

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Merger; Closing ; Effective Time

1.1 The Merger
1.2 Closing
1.3 Effective Time

Article II Articles of Organization and Operating Agreement

2.1 The Articles of Organization
2.2 The Operating Agreement

Article III Officers and Managers of the Surviving Company

3.1 Managers
3.2 Officers

Article IV Effect of the Merger on Capital Stock; Certificates

4.1 Effect on Capital Stock
4.2 Allocation of Merger Consideration; Election Procedures
4.3 Appraisal Rights
4.4 Adjustments
4.5 Company Awards

Article V Company Reps

5.1(a) Organization, Good Standing and Qualification
5.1(b) Capital Structure
5.1(c) Corporate Authority; Approval and Fairness
5.1(d) Governmental Filings; No Violations; Certain
Contracts, Etc
5.1(e) Company Reports; Financial Statements
5.1(f) Absence of Certain Changes
5.1(g) Litigation
5.1(h) Employee Benefits
5.1(i) Employment Matters
5.1(j) Labor
5.1(k) Compliance with Laws
5.1(l) Takeover Statutes
5.1(m) Environmental Matters
5.1(n) Tax Matters
5.1(o) Taxes
5.1(p) Intellectual Property
5.1(q) Company Real Property
5.1(r) Insurance
5.1(s) Affiliate Transactions
5.1(t) Representations Regarding Mortgage Banking
Business
5.1(u) Brokers and Finders

Article V Acquiror and Merger Sub Reps

5.2(a) Organization, Good Standing and Qualification
5.2(b) Capitalization of Merger Sub
5.2(c) Capital Structure of Acquiror
5.2(d) Corporate Authority
5.2(e) Governmental Filings; No Violations
5.2(f) Acquiror Reports; Financial Statements
5.2(g) Absence of Certain Changes
5.2(h) Litigation
5.2(i) Employee Benefits
5.2(j) Compliance with Laws
5.2(k) Takeover Statutes
5.2(l) Environmental Matters
5.2(m) Tax Matters
5.2(n) Taxes
5.2(o) Available Funds
5.2(p) Brokers and Finders
5.2(q) Closing Conditions

Article VI Covenants

6.1 Interim Operations
6.2 Acquisition Proposals
6.3 Information Supplied
6.4 Stockholders Meetings
6.5 Filings; Other Actions; Notification
6.6 Taxation
6.7 Access
6.8 Affiliates
6.9 Stock Exchange Listing
6.10 Publicity
6.11 Employee Benefits
6.12 Election to Acquirors Board of Directors
6.13 Expenses
6.14 Indemnification; Directors and Officers Insurance
6.15 Other Actions by the Company and Acquiror

Article VII Conditions

7.1 Each Party
7.2 Acquiror and Merger Sub
7.3 Company

Article VIII Termination

8.1 Termination by Mutual Consent
8.2 Termination by Either Acquiror or the Company
8.3 Termination by the Company
8.4 Termination by Acquiror
8.5 Effect of Termination and Abandonment

Article IX Miscellaneous and General

9.1 Survival
9.2 Modification or Amendment
9.3 Waiver of Conditions

9.4 Counterparts
9.5 Governing Law; Waiver of Jury Trial; Specific
Performance
9.6 Notices

9.7 Entire Agreement
9.8 No Third-Party Beneficiaries
9.9 Obligations of Acquiror and of the Company

9.10 Definitions
9.11 Severability
9.12 Interpretation; Construction
9.13 Assignment
Annex A - Defined Terms

Proxy Solicitation

Final prospectus 8.04.06

Table of contents

Deal Protection

No shop covenant

Merger agreement §6.2
Proxy statement disclosure page 88

Break-up fee

$10 mm, plus out-of-pocket expenses
Agreement §8.5(b)
Proxy statement disclosure page 91

Regulatory Approvals

HSR Act

Merger agreement §7.1(c)
Proxy statement disclosure

Fairness Opinion

JPMorgan fairness opinion

Proxy statement disclosure

Credit Suisse fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

// This display the document title in the html page document.write(document.title);