Exhibit 10.5(e)


 


AMENDMENT NO. 4


 


TO


 


MASTER REPURCHASE
AGREEMENT


 


THIS AMENDMENT NO. 4, made as of March 1,
2006 (“Amendment No. 4”), by and among BEAR STEARNS MORTGAGE CAPITAL
CORPORATION (the “Buyer”) and AAMES CAPITAL CORPORATION (“ACC”), AAMES INVESTMENT
CORPORATION (“AIC”) and AAMES FUNDING CORPORATION (“AFC”, and together with ACC
and AIC, the “Sellers”).


 


R E C I T A L S


 


WHEREAS, Buyer and the Sellers have previously entered
into a Master Repurchase Agreement dated as of August 5, 2004, as amended by
Amendment No. 1 dated as of March 18, 2005, Amendment No. 2
dated as of June 20, 2005 and Amendment No. 3 dated as October 31,
2005 (collectively, the “Agreement”); and


 


WHEREAS, Buyer and the Sellers desire to modify the
terms of the Agreement;


 


NOW, THEREFORE, in consideration of the mutual
promises and covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:


 


Section 1. Definitions. Capitalized terms
used herein and not otherwise defined shall have the meanings assigned in the
Agreement.


 


Section 2. Financial Covenants. Effective
as of December 31, 2005, Section 10(d)(xv), (xvi) and (xvii) of the
Agreement are hereby deleted in their entirety and replaced by the following:


 


“(xv)                      the Leverage Ratio of AIC shall not exceed 20.0 to 1.0
at any time.


 


(xvi)                         the Adjusted Leverage Ratio of AIC shall not exceed
7.0 to 1.0 at any time.


 


(xvii)                      the aggregate amount of 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, shall
not be less than $38,000,000.”


 


Section 3. Waiver. Upon execution of this
Amendment No. 4, the Buyer and the Sellers agree that any non-compliance
with or the violation of Section 10(d)(xv),(xvi) or (xvi) on or after December 31,
2005 and up to the date of this Amendment No. 4 are hereby waived.


 

















 


Section 4. Expenses. Each party hereto
shall pay its own expenses in connection with this Amendment No. 3.


 


Section 5. Controlling Law. This Amendment
No. 3 shall be governed and construed in accordance with the laws of the
State of New York applicable to agreements made and entirely performed therein.


 


Section 6. Interpretation. The provisions
of the Agreement shall be read so as to give effect to the provisions of this
Amendment No. 4.


 


Section 7. Counterparts. This Amendment No. 4
may be executed in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but
one and the same instrument.


 


Section 8. Ratification and Confirmation. As
amended by this Amendment No. 4, the Agreement is hereby in all respects
ratified and confirmed, and the Agreement as amended by this Amendment No. 4
shall be read, taken and construed as one and the same instrument.


 


 


[Remainder of Page Blank
– Signatures Follow]


 


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IN WITNESS WHEREOF, Buyer and each of the Sellers have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the date first above written.


 


	
   

  	
  BEAR STEARNS MORTGAGE CAPITAL

  	 

	
   

  	
  CORPORATION

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ David S. Marren

  	
   

  	 

	
   

  	
  Title: Senior Vice
  President

  	 

	
   

  	
  Date: 3-2-06

  	 

	
   

  	
   

  	 

	
   

  	
  AAMES CAPITAL
  CORPORATION

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Jon D. Van Deuren

  	
   

  
	
   

  	
  Title: EVP/CFO

  	 

	
   

  	
  Date: 2 March 2006

  	 

	
   

  	
   

  	 

	
   

  	
  AAMES INVESTMENT
  CORPORATION

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Jon D. Van Deuren

  	
   

  	 

	
   

  	
  Title: EVP/CFO

  	 

	
   

  	
  Date: 2 March 2006

  	 

	
   

  	
   

  	 

	
   

  	
  AAMES FUNDING
  CORPORATION

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Jon D. Van Deuren

  	
   

  	 

	
   

  	
  Title: EVP/CFO

  	 

	
   

  	
  Date: 2 March 2006

  	 

									



 


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