Exhibit 10.8(c)


 


AMENDMENT NO. 2


 


AMENDMENT NO.
2, dated as of March 3, 2006 (this “Amendment”) to that certain Master
Repurchase Agreement dated as of December 2, 2005, (as amended, restated,
supplemented or otherwise modified prior to the date hereof, the “Existing
Repurchase Agreement”; as modified hereby and as further amended, restated,
supplemented or otherwise modified and in effect from time to time, the “Repurchase
Agreement”) among AAMES CAPITAL CORPORATION, a California corporation (“Aames
Capital”), AAMES FUNDING CORPORATION, a California corporation (“Aames
Funding”), AAMES INVESTMENT CORPORATION, a Maryland corporation (“Aames
Investment”, together with Aames Capital and Aames Funding, collectively,
the “Sellers”, each a “Seller”) and MORGAN STANLEY BANK (the “Buyer”).


 


RECITALS


 


The Sellers and the Buyer are parties to the Existing Repurchase
Agreement.


 


The Sellers and the Buyer have agreed, subject to the terms and
conditions of this Amendment, that the Existing Repurchase Agreement shall be modified
as set forth in this Amendment.


 


Therefore, in
consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Sellers and
the Buyer agree as follows:


 


SECTION 1.         Amendment. The financial
covenants set forth in Sections 7.14(b), (c) and (e) are hereby deleted in
their entirety and the following new covenants are inserted in lieu thereof:


 


“(b)         Maintenance of Ratio of Total
Indebtedness to Tangible Net Worth. Aames Investment shall not permit the
ratio of its Total Indebtedness to Tangible Net Worth at any time, from and
after December 31, 2005, to be greater than 20.0 to 1.0.


 


(c)          Maintenance of Ratio of Adjusted
Indebtedness to Tangible Net Worth. Aames Investment shall not permit the
ratio of its Adjusted Indebtedness to Tangible Net Worth at any time, from and
after December 31, 2005, to be greater than 7.0 to 1.0.


 


(e)          Maintenance
of Liquidity. Aames Investment shall, as of the end of any calendar
quarter, have unencumbered Cash Equivalents, cash 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 in an amount greater than or equal to
$38,000,000.”


 


SECTION 2. Conditions
Precedent. This Amendment and its provisions shall become effective on the
first date (the “Amendment Effective Date”) on which all of the
following conditions precedent shall have been satisfied:


 

















 


(a)  Delivered
Documents. On or before the Amendment Effective Date, the Buyer shall have
received all of the following documents, each of which shall be satisfactory to
the Buyer in form and substance:


 


(i)            Amendment.
This Amendment, executed and delivered by a duly authorized officer of each of
the Sellers and the Buyer; and


 


(ii)           Other
Documents. Such other documents as the Buyer or counsel to the Buyer may
reasonably request.


 


(b)  No
Default. On the Amendment Effective Date, (i) each Seller shall be in
compliance with all of the terms and provisions set forth in the Existing
Repurchase Agreement and the other Repurchase Documents on its part to be
observed or performed, (ii) the representations and warranties made and
restated by each Seller pursuant to Section 3 of this Amendment shall be
true and complete on and as of such date with the same force and effect as if
made on and as of such date, and (iii) no Default or Event of Default
shall have occurred and be continuing on such date.


 


SECTION 3. Waiver.
Notwithstanding any other provision of this Amendment, the Buyer hereby
expressly waives any non-compliance with or violation of Sections 7.14(b), (c)
or (e) of the Existing Repurchase Agreement during the period commencing
December 31, 2005 and continuing to but excluding the Amendment Effective Date.


 


SECTION 3. Limited
Effect. Except as expressly modified by this Amendment, the Existing
Repurchase Agreement will continue to be, and will remain, in full force and
effect in accordance with its terms; provided, that upon the Amendment
Effective Date, each reference therein and herein to the “Repurchase Documents”
shall be deemed to include this Amendment and to be a reference to the Existing
Repurchase Agreement as modified by this Amendment.


 


SECTION 4. Counterparts.
This Amendment 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. Delivery of an
executed counterpart of a signature page of this Amendment in Portable Document
Format (PDF) or by facsimile transmission shall be effective as delivery of a
manually executed original counterpart of this Amendment.


 


SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.


 


[SIGNATURE PAGES FOLLOW]


 


2

















 


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


 


 


	
   

  	
  SELLERS

  
	
   

  	
   

  	
   

  
	
   

  	
  AAMES CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon D. Van Deuren

  	
   

  
	
   

  	
   

  	
  Name: Jon D. Van Deuren

  
	
   

  	
   

  	
  Title: Executive Vice President – Finance 

  
	
   

  	
   

  	
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AAMES FUNDING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon D. Van Deuren

  	
   

  
	
   

  	
   

  	
  Name: Jon D. Van Deuren

  
	
   

  	
   

  	
  Title: Executive Vice President – Finance 

  
	
   

  	
   

  	
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AAMES INVESTMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon D. Van Deuren

  	
   

  
	
   

  	
   

  	
  Name: Jon D. Van Deuren

  
	
   

  	
   

  	
  Title: Executive Vice President – Finance 

  
	
   

  	
   

  	
  and Chief Financial Officer

  
						



 


[signature page to Amendment No. 2]


 

















 


	
   

  	
  BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah P. Goodman

  	
   

  
	
   

  	
   

  	
  Name: Deborah P. Goodman

  
	
   

  	
   

  	
  Title: VP