Exhibit 10.8(b)


 


AMENDMENT NO. 1


 


AMENDMENT
NO. 1, dated as of January 5, 2006 (this “Amendment”), to that
certain Master Repurchase Agreement, dated as of December 2, 2005 (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 (“Aames Capital”),
AAMES FUNDING CORPORATION (“Aames Funding”), AAMES INVESTMENT
CORPORATION (“Aames Investment”, together with Aames Capital and Aames
Funding, collectively, the “Sellers”, each a “Seller”) and MORGAN
STANLEY BANK (the “Buyer”). Capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the Existing Repurchase
Agreement.


 


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 hereby agree as follows:


 


SECTION 1.        Amendment. The representation and
warranty set forth in clause (t) of Part I to Schedule 1 of the Existing
Repurchase Agreement is hereby deleted in its entirety and the following new
representation and warranty is inserted in lieu thereof:


 


“(t)          Origination; Payment Terms.


 


The Mortgage
Loan was originated by or in conjunction with a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of
the National Housing Act, a savings and loan association, a savings bank, a
commercial bank, credit union, insurance company or similar banking institution
which is supervised and examined by a federal or state authority. The Mortgage
Interest Rate is adjusted, with respect to adjustable rate Mortgage Loans, on
each Interest Rate Adjustment Date to equal the Index plus the Gross Margin
(rounded up or down to the nearest 0.125%), subject to the Mortgage Interest
Rate Cap. The Mortgage Note is payable on the first day of each month in equal
monthly installments of principal and/or interest, with installments of
interest calculated and payable in arrears, sufficient to amortize the Mortgage
Loan fully by the stated maturity date (and such Mortgage Loan shall at no time
prior to the stated maturity date be subject to any negative amortization) over
an original term of not more than thirty (30) years from the commencement of
amortization, except (i) with respect to installments of interest related to
adjustable rate Mortgage Loans and Interest-Only Mortgage Loans, which are
subject to change due to adjustments to the Mortgage Interest Rate on each
Interest Rate Adjustment Date or 


 

















 


Interest Only
Adjustment Date, as applicable, and (ii) with respect to “30/40” Mortgage
Loans, the Mortgage Note is payable in equal monthly installments of principal
and interest based upon a 40-year amortization schedule with a “balloon”
payment due on the stated maturity date, which is not more than thirty (30)
years after commencement of amortization. Except with respect to Interest-Only
Mortgage Loans the due date of the first principal payment under the Mortgage
Note is no more than sixty (60) calendar days after the date of the Mortgage
Note.”


 


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.        Representations and Warranties. Each Seller hereby represents
and warrants to the Buyer, as of the date hereof and as of the Amendment
Effective Date, that it is in compliance with all of the terms and provisions
set forth in the Repurchase Documents on its part to be observed or performed
and that no Default or Event of Default has occurred or is continuing and each
Seller hereby confirms and reaffirms the representations and warranties
contained in Section 6 of the Repurchase Agreement.


 


SECTION 4.        Limited Effect. Except as expressly modified
by this Amendment, the Existing Repurchase Agreement and each of the other
Repurchase Documents shall continue to be, and shall remain, in full force and
effect in accordance with their respective terms; provided, that upon
the Amendment Effective Date, each reference therein and herein to the “Repurchase
Documents” shall be deemed to include, in any event, this Amendment and each
reference to the “Repurchase Agreement” in any of the Repurchase Documents
shall be deemed to be a reference to the Existing Repurchase Agreement as
modified hereby.


 


SECTION 5.        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 


 


2

















 


counterpart
of a signature page to this Amendment in Portable Document Format (PDF) or by
facsimile transmission shall be effective as delivery of a manually executed
original counterpart thereof.


 


SECTION 6.        GOVERNING LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


 


[SIGNATURES
FOLLOW]


 


3

















 


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

  
						



 

















 


	
   

  	
  BUYER

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah P. Goodman

  	
   

  
	
   

  	
   

  	
  Name: Deborah P.
  Goodman

  
	
   

  	
   

  	
  Title: VP