Exhibit 10.8(c)
AMENDMENT NO. 2
AMENDMENT NO. 2, dated as of March 3, 2006 (this "Amendment") to that certain
Master Repurchase Agreement dated as of December 2, 2005, (as amended, restated,
supplemented or otherwise modified prior to the date hereof, 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, a California
corporation ("Aames Capital"), AAMES FUNDING CORPORATION, a California
corporation ("Aames Funding"), AAMES INVESTMENT CORPORATION, a Maryland
corporation ("Aames Investment", together with Aames Capital and Aames Funding,
collectively, the "Sellers", each a "Seller") and MORGAN STANLEY BANK (the
"Buyer").
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 AGREE AS FOLLOWS:
SECTION 1.
AMENDMENT. THE FINANCIAL COVENANTS SET FORTH IN SECTIONS
7.14(B), (C) AND (E) ARE HEREBY DELETED IN THEIR ENTIRETY AND THE FOLLOWING NEW
COVENANTS ARE INSERTED IN LIEU THEREOF:
"(B)
MAINTENANCE OF RATIO OF TOTAL INDEBTEDNESS TO TANGIBLE NET WORTH.
AAMES INVESTMENT SHALL NOT PERMIT THE RATIO OF ITS TOTAL INDEBTEDNESS TO
TANGIBLE NET WORTH AT ANY TIME, FROM AND AFTER DECEMBER 31, 2005, TO BE GREATER
THAN 20.0 TO 1.0.
(C)
MAINTENANCE OF RATIO OF ADJUSTED INDEBTEDNESS TO TANGIBLE NET
WORTH. AAMES INVESTMENT SHALL NOT PERMIT THE RATIO OF ITS ADJUSTED INDEBTEDNESS
TO TANGIBLE NET WORTH AT ANY TIME, FROM AND AFTER DECEMBER 31, 2005, TO BE
GREATER THAN 7.0 TO 1.0.
(E)
MAINTENANCE OF LIQUIDITY. AAMES INVESTMENT SHALL, AS OF THE END OF
ANY CALENDAR QUARTER, HAVE UNENCUMBERED CASH EQUIVALENTS, CASH 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 IN AN AMOUNT GREATER THAN OR EQUAL TO
$38,000,000."
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,