Exhibit 10.8(d)
AMENDMENT NO. 3
AMENDMENT NO. 3, dated as of May 9, 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").
Capitalized terms used but not otherwise defined herein shall have
the meanings given to them in the Existing Repurchase Agreement.
Unless
otherwise stated, all article and section references used herein refer to the
corresponding parts of 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 AGREE AS FOLLOWS:
SECTION 1.
AMENDMENT.
EFFECTIVE AS OF MARCH 31, 2006 (THE "AMENDMENT EFFECTIVE
DATE"), THE FINANCIAL COVENANT SET FORTH IN SECTION 7.14(D), IS HEREBY DELETED
IN ITS ENTIRETY AND THE FOLLOWING NEW COVENANT IS INSERTED IN LIEU THEREOF:
"(D)
MAINTENANCE OF PROFITABILITY.
AAMES INVESTMENT SHALL NOT PERMIT
ITS NET INCOME BEFORE TAX, GENERATED DURING THE FISCAL QUARTER ENDED JUNE 30,
2006, AND THEREAFTER, GENERATED OVER ANY TWO CONSECUTIVE FISCAL QUARTERS,
MEASURED ON THE LAST DAY OF EACH FISCAL QUARTER, TO BE LESS THAN $1.00."
SECTION 2.
Conditions Precedent.
This Amendment and its provisions shall
become effective as of the Amendment Effective Date, provided that 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