Exhibit 10.12(f)


 


AMENDMENT NO. 3 TO


COMMITMENT LETTER


 


This AMENDMENT NO. 3 TO COMMITMENT LETTER
(the “Amendment”) is made and entered into as of March 9, 2006 by and between
Countrywide Warehouse Lending (“Lender”) and Aames Capital Corporation, Aames
Funding Corporation, Aames Investment Corporation, and Aames Financial
Corporation (jointly, the “Borrower”). This Amendment amends that certain
Commitment Letter by and between Lender and Borrower dated as of March 25, 2005
(the “Commitment Letter”), which supplements that certain Revolving Credit and
Security Agreement by and between Lender and Borrower dated as of July 1, 2003
(as may be amended from time to time, the “Credit Agreement”).


 


R E C I T A L S


 


 


Lender and Borrower have previously entered into the
Commitment Letter and Credit Agreement pursuant to which Lender may, from time
to time, provide Borrower credit in the form of a warehouse line secured by
residential mortgage loans.  Lender and
Borrower hereby agree that the Commitment Letter shall be amended as provided
herein.


 


In
consideration of the mutual promises contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lender and Borrower hereby agree as follows:


 


1.                                       Financial Covenants. 
Section
(b). Lender and Borrower agree that effective as of the date of the Amendment
Financial Covenants Sections (b), (c) and (d) shall be deleted in their
entirety and replaced as follows:


 


“(b)                           Adjusted Leverage Ratio: 7:1


(c)                              Maximum ratio of Total Liabilities
(including outstanding balances on warehouse lines, repurchase facilities, off
balance sheet financing and outstanding debt related to the REIT) to Tangible
Net Worth: 20:1


(d)                             Minimum Liquidity: Borrower shall
maintain at all times cash or Cash Equivalents of $38,000,000.”


 


2.                                       Waiver.  Upon execution of the Amendment, Borrower and
Lender agree that any non-compliance or violation of the Adjusted Leverage
Ratio (Financial Covenant (b) of the Commitment), the Maximum Ratio of Total
Liabilities to Tangible Net Worth (Financial Covenant (c) of the Commitment
Letter) or Maximum Liquidity (Financial Covenant (d) of the Commitment Letter)
on or after December 31, 2005 and up to the date of the Amendment are hereby
waived.


 


3.                                       No
Other Amendments; Conflicts with Previous Amendments. Other than as
expressly modified and amended herein, the Commitment Letter shall remain in
full force and effect and nothing herein shall affect the rights and remedies
of Lender as provided under the Commitment Letter and Credit Agreement. To the
extent any amendments to the Commitment Letter contained herein conflict with
any previous amendments to the Commitment Letter, the amendments contained
herein shall control.


 


4.                                       Capitalized Terms. 
Any capitalized term used herein and not otherwise defined herein shall
have the meaning ascribed to such term in the Credit Agreement.


 


4.             Facsimiles.  Facsimile signatures shall be deemed valid
and binding to the same extent as the original.


 


 


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


 


 


 


	
  COUNTRYWIDE WAREHOUSE LENDING

  	
   

  	
  AAMES CAPITAL
  CORPORATION

  



 


 


 


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  :

  	
  Name

  	
  Jon D. Van Deuren

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Title: 

  	
  Executive Vice President — Finance and 

  
	
   

  	
   

  	
  Chief Financial Officer

  



 


 


 

















 


 


                                                                (SIGNATURES
CONTINUE ON PAGE 2)


 


 


 


 


 


 


 


	
  AAMES FUNDING CORPORATION

  	
   

  	
  AAMES INVESTMENT CORPORATION

  



 


 


 


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Jon D. Van Deuren

  	
  Name:

  	
  Jon D. Van Deuren

  
	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Executive Vice President — Finance and

  	
  Title: 

  	
  Executive Vice President — Finance and

  
	
  Chief Financial Officer

  	
  Chief Financial Officer

  



 


 


 


 


 


AAMES FINANCIAL CORPORATION


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
  Name:

  	
  Jon D. Van Deuren

  
	
   

  	
   

  
	
  Title: 

  	
  Executive Vice President — Finance and

  
	
  Chief Financial Officer