Amendment No. 7 dated as of October 31, 2004 to the Citigroup Loan and Security



 Exhibit 10.9(f) 
  
 AMENDMENT NUMBER SEVEN 
 to the 
 Master Loan and Security Agreement 
 Dated as of July 22, 2003 
 by and between 
 AAMES CAPITAL CORPORATION 
 and 
 CITIGROUP GLOBAL MARKETS REALTY CORP. 
  
 This AMENDMENT NUMBER SEVEN is made as of October 31, 2004, by and between AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (the “Borrower”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 350 Greenwich Street,
4th Floor, New York, New York 10013 (the “Lender”), to the Master Loan and Security Agreement,
dated as of July 22, 2003, by and between the Borrower 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 Borrower has requested that the Lender agree to amend the
Agreement to increase the Borrower’s Total Indebtedness to Tangible Net Worth, and in consideration thereof the Lender has determined to modify certain financial covenants thereunder; 
  
 WHEREAS, as of the date of this Amendment, the Borrower represents to the
Lender that it is in compliance with all of the representations and warranties and all of the affirmative and negative covenants set forth in the Agreement and is not in default under the Agreement; and 
  
 WHEREAS, the Borrower 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. Section 6.16 of the Agreement is hereby amended by deleting “5.5:1” in the last line of the first
paragraph thereof and replacing it with “6.0:1”. 
  
 SECTION 2. Section 7.18 of the Agreement is hereby amended by deleting the reference to “5.5:1” and replacing it with “6.0:1”. 
  
 SECTION 3. Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the
Agreement. 
  
 SECTION 4. 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 5. Representations. In order to induce the Lender to execute and deliver this Amendment
Number Seven, the Borrower hereby represents to the Lender that as of the date hereof, the Borrower is 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 6. Governing Law. This Amendment
Number Seven 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 7. Counterparts. This Amendment Number Seven 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. 
  
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 IN WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment Number Seven 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:
	 	 Senior Vice President, Finance

	
	 CITIGROUP GLOBAL MARKETS
 REALTY CORP.

	 (Lender)

		
	 By:
	 	 /s/ A. Randall Appleyard


	 Name:
	 	 A. Randall Appleyard

	 Title:
	 	 Authorized Agent