Amendment No.3 To Restated Master Loan And Security Agreement

Exhibit 10.14(d)


AMENDMENT NO. 3

TO THE SECOND AMENDED AND RESTATED

MASTER LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 3, dated as of June 22, 2004 (this " Amendment" ), to the Second Amended and Restated Master Loan and Security Agreement, dated as of August 29, 2003 (as previously amended, supplemented or otherwise modified, the " Existing Loan Agreement" ; as amended hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the " Loan Agreement" ), among AAMES CAPITAL CORPORATION (" Aames Capital" ), AAMES FUNDING CORPORATION (" Aames Funding" , together with Aames Capital, each a " Borrower" , collectively, the " Borrowers" ) and MORGAN STANLEY MORTGAGE CAPITAL INC. (the " Lender" ). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Loan Agreement.


RECITALS


The Borrowers and the Lender are parties to the Existing Loan Agreement.


The Borrowers and the Lender have agreed, subject to the terms and conditions of this Amendment, to increase the amount of the Maximum Credit from $200,000,000 to $350,0000,000 (the $150,000,000 amount of such increase, the " Increase Amount" ).


Accordingly, the Borrowers and the Lender hereby agree, in consideration of the mutual premises and mutual obligations set forth herein, the receipt and sufficiency of which is hereby acknowledged, that the Existing Loan Agreement is hereby amended as follows:


SECTION 1. Amendment . Section 1.01 of the Existing Loan Agreement is hereby amended by deleting the definition of " Maximum Credit" in its entirety and substituting in lieu thereof the following new definition:

" Maximum Credit" shall mean $350,000,000.

SECTION 2. Conditions Precedent . This Amendment shall be effective on the first date that all of the following conditions precedent shall have been satisfied (the " Amendment Effective Date" ):

2.1 On the Amendment Effective Date, the Lender shall have received the following documents, each of which shall be satisfactory to the Lender in form and substance:


(a) Amendment . This Amendment, executed and delivered by a duly authorized officer of each Borrower and the Lender.


(b) Amended and Restated Note . In exchange for the Note delivered under the Existing Loan Agreement, an Amended and Restated Promissory Note, substantially in the form of Exhibit A hereto, executed and delivered by a duly authorized officer of each Borrower.

(c) Secretary' s Certificates of Borrowers . A certificate of the Secretary or Assistant Secretary of each Borrower, substantially in the form of Exhibit B hereto, dated as of the date hereof, and

(i) certifying that since the Effective Date of the Existing Loan Agreement there have been no changes to any of the organizational documents of such Borrower delivered pursuant to Section 5.01 of the Existing Loan Agreement,

(ii) certifying as to the incumbency and specimen signature of each officer of such Borrower executing this Amendment,

(iii) attaching a copy of the resolutions, in form and substance reasonably satisfactory to the Lender, of the Board of Directors of such Borrower authorizing (A) the execution, delivery and performance of this Amendment, and (B) the borrowings contemplated under the Loan Agreement, and

(iv) attaching certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of such Borrower in the jurisdiction of its organization.

(d) Legal Opinions . A legal opinion of in-house counsel to the Borrowers, with respect to corporate matters, and a legal of outside counsel to the Borrowers, with respect to enforceability and certain other matters.


(e) Fee Letter . A letter dated the date hereof between the Borrowers and the Lender (the " Fee Letter" ).

(f) Other Documents . Such other documents as the Lender or counsel to the Lender may reasonably request.

2.2 Fees . On the Amendment Effective Date the Lender shall have received payment from the Borrowers, in Dollars, in immediately available funds, without deduction, set-off or counterclaim, at the account of the Lender set forth in Section 3.01(a) of the Loan Agreement, of an amount equal to the Additional Commitment Fee (as defined in the Fee Letter referred to above).


2.3 No Default . On the Amendment Effective Date, (i) each Borrower shall be in compliance with all the terms and provisions set forth in the Existing Loan Agreement on its part to be observed or performed, (ii) the representations and warranties made and restated by the Borrowers 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 of Default shall have occurred and be continuing on such date.


SECTION 3. Representations and Warranties . Each Borrower hereby represents and warrants to the Lender that it is in compliance with all the terms and provisions set forth in the Loan Documents on its part to be observed or performed, and that no Default or Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 6 of the Loan Agreement.


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SECTION 4. Limited Effect . Except as expressly amended and modified by this Amendment, the Existing Loan Agreement shall continue to be, and shall remain, in ful ...