Exhibit 10.9(d)


 


AMENDMENT NUMBER THREE


to the


Amended and Restated Master Loan and Security Agreement


Dated as of April 28, 2005


by and between


AAMES CAPITAL CORPORATION,


AAMES INVESTMENT CORPORATION


and


CITIGROUP GLOBAL MARKETS REALTY CORP.


 


This AMENDMENT NUMBER THREE is made as of March 1,
2006 by and between AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd
Floor, Los Angeles, California 90071 (a “Borrower”), AAMES
INVESTMENT CORPORATION, having an address at 350 South Grand Avenue, 43rd
Floor, Los Angeles, California 90071 (a “Borrower”, and together with
Aames Capital Corporation, the “Borrowers”) and CITIGROUP GLOBAL MARKETS
REALTY CORP., having an address at 390 Greenwich Street, 6th Floor,
New York, New York 10013 (the “Lender”), to the Amended and Restated
Master Loan and Security Agreement, dated as of April 28, 2005, by and
between the Borrowers and the Lender, as amended (the “Agreement”). Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement.


 


RECITALS


 


WHEREAS, the Borrowers and the Lender have agreed to
amend the Agreement as set forth herein.


 


NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and for the
mutual covenants herein contained, the parties hereto hereby agree as follows:


 


SECTION 1.                                Effective as of December 31,
2005, Section 6.16 of the Agreement is hereby amended by deleting the
existing “Tangible Net Worth; Liquidity” representation and replacing it with
the following:


 


“6.16               Tangible Net Worth; Liquidity. (a) AIC’s
Tangible Net Worth is not less than $250,000,000, plus 50% of any additional
capital raised by AIC pursuant to a public or private offering. AIC has cash,
Cash Equivalents and unused borrowing capacity on unencumbered assets that
could be drawn against (taking into account required haircuts) under committed
warehouse and repurchase facilities in an amount equal to not than $38,000,000.
The ratio of AIC’s Total Indebtedness to Tangible Net Worth is not greater than
20:1. The ratio of AIC’s Adjusted Indebtedness to Tangible Net Worth is not
greater than 7:1.”


 


SECTION 2.                                Effective as of December 31,
2005, Section 7.16 of the Agreement is hereby amended by deleting the existing
“ Maintenance of Liquidity” covenant and replacing it with the following:


 

















 


“7.16               Maintenance of  Liquidity. (a) AIC
shall at all times have cash, Cash Equivalents and unused borrowing capacity on
unencumbered assets that could be drawn against (taking into account required
haircuts) under committed warehouse and repurchase facilities in an amount
equal to not less than $38,000,000.”


 


SECTION 3.                                Effective as of December 31,
2005, Section 7.18 of the Agreement is hereby amended by deleting the
existing “Maintenance of Ratio of Total Indebtedness to Tangible Net Worth”
covenant and replacing it with the following:


 


“7.18               Maintenance of Ratio of Total
Indebtedness to Tangible Net Worth. AIC shall not permit the ratio of Total
Indebtedness to Tangible Net Worth at any time to be greater than 20:1”


 


SECTION 4.                                Defined Terms. Any
terms capitalized but not otherwise defined herein should have the respective
meanings set forth in the Agreement.


 


SECTION 5.           Limited
Effect. Except as amended hereby, the Agreement shall continue in full
force and effect in accordance with its terms. Reference to this Amendment need
not be made in the 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 Agreement, any reference in any of
such items to the Agreement being sufficient to refer to the Agreement as
amended hereby.


 


SECTION 6.           Waiver.
Upon execution of this Amendment Number Three, the Borrowers and the Lender
agree that any non-compliance or violation of Sections 6.16, 7.16 or 7.18 of
the Agreement on or after December 31, 2005 up to the date of this
Amendment Number Three are hereby waived.


 


SECTION 7.           Representations.
In order to induce the Lender to execute and deliver this Amendment Number
Three, the Borrowers hereby represent to the Lender that as of the date hereof,
taking into account the waiver provided pursuant to Section 6, the
Borrowers are in full compliance with all of the terms and conditions of the
Agreement and no Default or Event of Default has occurred and is continuing
under the Agreement.


 


SECTION 8.           Governing
Law. This Amendment Number Three shall be construed in accordance with the
laws of the State of New York and the obligations, rights, and remedies of the
parties hereunder shall be determined in accordance with such laws without
regard to conflict of laws doctrine applied in such state (other than Section 5-1401
of the New York General Obligations Law).


 


SECTION 9.           Counterparts.
This Amendment Number Three may be executed by each of the parties hereto
on any number of separate counterparts, each of which shall be an original and
all of which taken together shall constitute one and the same instrument.


 

















 


IN WITNESS WHEREOF, the Borrowers and the Lender have
caused this Amendment Number Three to be executed and delivered by their duly
authorized officers as of the day and year first above written.


 


	
   

  	
  AAMES CAPITAL
  CORPORATION

  
	
   

  	
  (Borrower)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon D. Van
  Deuren

  	
   

  
	
   

  	
  Name: Jon D. Van
  Deuren

  
	
   

  	
  Title: Executive
  Vice President – Finance

  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AAMES INVESTMENT
  CORPORATION

  
	
   

  	
  (Borrower)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon D. Van
  Deuren

  	
   

  
	
   

  	
  Name: Jon D. Van
  Deuren

  
	
   

  	
  Title: Executive
  Vice President – Finance

  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIGROUP GLOBAL
  MARKETS

  
	
   

  	
  REALTY CORP.

  
	
   

  	
  (Lender)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: