Exhibit 10.11(d)


 


FOURTH
AMENDMENT TO MASTER REPURCHASE AGREEMENT

GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS


 


This Fourth Amendment,
dated as of March 3, 2006 (this “Amendment”), to the Master
Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated as
of January 18, 2005 as amended by the First Amendment dated June 20,
2005, Second Amendment dated October 28, 2005 and Third Amendment dated as
of January 17, 2006 (the “Agreement”), is made by and between
LEHMAN BROTHERS BANK, FSB (“Buyer”) and AAMES CAPITAL CORPORATION (“ACC”)
and AAMES INVESTMENT CORPORATION (“AIC”, collectively with ACC, “Seller”
and, together with the Buyer, the “Parties”). Capitalized terms used in
this Amendment and not otherwised defined herein shall have the meaning set
forth in the Agreement.


 


RECITALS


 


WHEREAS, the Seller and
the Buyer are parties to the Agreement, pursuant to which the Buyer has agreed,
subject to the terms and conditions set forth in the Agreement, to purchase
certain Mortgage Loans owned by the Seller, including, without limitation, all
rights of Seller to service and administer such Mortgage Loans. Terms used but
not defined herein shall have the respective meanings ascribed to such terms in
the Agreement, as amended hereby.


 


WHEREAS, the Parties wish
to amend the Agreement to modify certain of the terms and conditions governing
the purchase and sale of the Mortgage Loans.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:


 


Section 1.                                          Amendment.


 


1.1                                 Sections
13(a)(xiv), (xv) and (xvi) of the Agreement are hereby deleted in their
entirety and replaced with the following:


 


“(xiv)                   the Leverage Ratio shall exceed 20.0 to 1.0 at any time;


 


 (xv)                         the Adjusted Leverage Ratio shall exceed
7.0 to 1.0 at any time;


 


 (xvi)                      the aggregate amount of the AIC’s cash, Cash
Equivalents and available borrowing capacity on unencumbered assets that could
be drawn against (taking into account required haircuts) under committed
warehouse or working capital facilities, on a consolidated basis and on any
given day (the “Liquidity”), shall be less than $38,000,000 at any time;”


 


Section 2.                                          Waiver. Upon execution of this Amendment, each of the Parties
agree that any non-compliance with or violation of Section 13(a)(xiv),
(xv) or (xvi) of the Agreement on or after December 31, 2005 and up to the
date of this Amendment are hereby waived.


 


2.1                                 Each of the
Parties hereby represents and warrants to the other that (a) this Amendment
constitutes the legal, valid and binding obligation of such Party, enforceable
against such Party in accordance with its terms, and (b) the execution and
delivery by such Party of this Amendment has been duly authorized by all
requisite corporate action on the part of such Party and will not violate
any provision of the organizational documents of such Party.


 


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Section 3.                                          Covenants,
Representations and Warranties of the Parties.


 


3.1                                 Except as expressly amended by Section 1
hereof, the Agreement remains unaltered and in full force and effect. Each of
the Parties hereby reaffirms all terms and covenants made in the Agreement as
amended hereby.


 


Section 4.                                          Effect
upon the Agreement.


 


4.1                                 Except as specifically set forth herein,
the Agreement shall remain in full force and effect and is hereby ratified and
confirmed. All references to the “Agreement” in the Master Repurchase Agreement
Governing Purchases and Sales of Mortgage Loans shall mean and refer to the
Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans as
modified and amended hereby.


 


4.2                                 The execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any right, power or remedy
of any Party under the Agreement, or any other document, instrument or
agreement executed and/or delivered in connection therewith.


 


Section 5.                                          Governing
Law.


 


THIS
AMENDMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY THE LAW OF THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 


Section 6.                                          Counterparts.


 


This
Amendment may be executed in any number of counterparts, and all such
counterparts shall together constitute the same agreement.


 


 


[Remainder of Page Intentionally
Left Blank]


 


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IN WITNESS WHEREOF, the
Parties hereto have caused this Amendment to be executed as of the day and year
first above written.


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  AAMES CAPITAL CORPORATION, as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Van Deuren

  	
   

  
	
   

  	
   

  	
  Name: John D. Van Deuren

  
	
   

  	
   

  	
  Title: Executive Vice President – Finance and

  
	
   

  	
   

  	
   

  	
   Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AAMES INVESTMENT CORPORATION, as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Van Deuren

  	
   

  
	
   

  	
   

  	
  Name: John D. Van Deuren

  
	
   

  	
   

  	
  Title: Executive Vice President – Finance and

  
	
   

  	
   

  	
   

  	
   Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUYER:

  
	
   

  	
   

  	
   

  
	
   

  	
  LEHMAN BROTHERS BANK, FSB, as Buyer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen A. Valentino

  	
   

  
	
   

  	
   

  	
  Name: Stephen A. Valentino

  
	
   

  	
   

  	
  Title: Authorized Signature

  
					



 


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