**Exhibit 10.12(f)**

 

**AMENDMENT NO. 3 TO**

**COMMITMENT LETTER**

 

This AMENDMENT NO. 3 TOCOMMITMENT LETTER (the “Amendment”) is made and entered into as of March 9,2006 by and between Countrywide Warehouse Lending (“Lender”) and Aames CapitalCorporation, Aames Funding Corporation, Aames Investment Corporation, and AamesFinancial Corporation (jointly, the “Borrower”). This Amendment amends thatcertain Commitment Letter by and between Lender and Borrower dated as of March25, 2005 (the “Commitment Letter”), which supplements that certain RevolvingCredit and Security Agreement by and between Lender and Borrower dated as ofJuly 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 theCommitment Letter and Credit Agreement pursuant to which Lender may, from timeto time, provide Borrower credit in the form of a warehouse line secured byresidential mortgage loans. Lender and Borrower hereby agree that theCommitment Letter shall be amended as provided herein.

 

In consideration of the mutual promisescontained herein, and for other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, Lender and Borrower herebyagree as follows:

 

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

 

“(b)                           AdjustedLeverage Ratio: 7:1

 

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

 

(d)                             MinimumLiquidity: 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 AdjustedLeverage Ratio (Financial Covenant (b) of the Commitment), the Maximum Ratio ofTotal Liabilities to Tangible Net Worth (Financial Covenant (c) of theCommitment Letter) or Maximum Liquidity (Financial Covenant (d) of theCommitment Letter) on or after December 31, 2005 and up to the date of theAmendment are hereby waived.

 

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

 

4.                                       **Capitalized Terms**. Any capitalizedterm used herein and not otherwise defined herein shall have the meaningascribed to such term in the Credit Agreement.

 

4.                                       **Facsimiles**. Facsimile signaturesshall be deemed valid and binding to the same extent as the original.

 

 

IN WITNESS WHEREOF, Lender andBorrower have caused their names to be signed hereto by their respectiveofficers 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 |
|                               |           |                                                                                         |  |  |  |  |  |

 

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(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  Chief Financial Officer |              | Title:  Executive Vice President – Finance  and  Chief Financial Officer |
|                                                                                    |              |                                                                                    |
|                                                                                    |              |                                                                                    |
| AAMES FINANCIAL CORPORATION                                                             |              |                                                                                    |
|                                                                                    |              |                                                                                    |
|                                                                                    |              |                                                                                    |
| By:                                                                                     |              |                                                                                    |   |   |
|                                                                                    | Signature         |                                                                                    |   |   |
|                                                                                    |              |                                                                                    |
| Name:                                                                                   | Jon D. Van Deuren |                                                                                    |   |
|                                                                                    |              |                                                                                    |
| Title:  Executive Vice President – Finance  and  Chief Financial Officer |              |                                                                                    |

 

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