Amendment No. 4 To Citigroup Loan And Security Agreement

EXHIBIT 10.20(f)


AMENDMENT NUMBER FOUR

to the

Master Loan and Security Agreement

Dated as of July 22, 2003

between

AAMES CAPITAL CORPORATION

and

CITIGROUP GLOBAL MARKETS REALTY CORP.


This AMENDMENT NUMBER FOUR is made this 30th day of April, 2004, by and between AAMES CAPITAL CORPORATION, a California corporation (the " Borrower" ) and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (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 " Loan Agreement" ). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.


RECITALS


WHEREAS, the Borrower has requested and the Lender has agreed to amend the Loan Agreement to increase the Maximum Credit thereunder from $200,000,000 to $300,000,000;

WHEREAS, the Borrower and the Lender wish to amend the Loan Agreement to permit the financing of Wet Loans thereunder in accordance with the terms hereof and the Borrower and the Lender have agreed to make such additional modifications to the Loan Agreement as more expressly set forth below; and

WHEREAS, the Borrower and the Lender have agreed to amend the Loan 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. Effective as of April 30, 2004, the definition of " Applicable Collateral Percentage" in Section 1 of the Loan Agreement is hereby to read in its entirety as follows:


" Applicable Collateral Percentage" shall mean,


(i) for the first 180 days following the date such Eligible Mortgage Loan first becomes subject to the terms of this Agreement, with respect to each Advance:

(a) which is secured by Standard Mortgage Loans or Previously Securitized and Called Mortgage Loans, 99%;

(b) which is secured by High LTV Mortgage Loans, 97%; and

(c) which is secured by Wet Loans, (1) for which all Required Documents have not been delivered for 0 to 7 days, 99%; and (2) for which all Required Documents have not been delivered for 8 days or more, 0%; and

(ii) thereafter, 0%.

SECTION 2. Effective as of April 30, 2004, the definition of " Applicable Margin" in Section 1 of the Loan Agreement is hereby amended to read in its entirety as follows:


" Applicable Margin" shall mean with respect to Advances that are Tranche A Advances, Tranche B Advances and Tranche C Advances, respectively, and which are secured by the Mortgage Loans, the applicable rate per annum set forth below for each day that such Advances shall be so secured:


Tranche A Advances 0.95%

Tranche B Advances 1.65%

Tranche C Advances 1.65%


SECTION 3. Effective as of April 30, 2004, the definition of " Collateral Value" in Section 1 is hereby amended by a new subpart (12) following subpart (11) to read as follows:

(12) which is a Wet Loan and the Collateral Value of such Wet Loan, when added to the Collateral Value of all other Wet Loans that secure Advances hereunder, exceeds (a) $90,000,000 during the period including the last three (3) Business Days of any calendar month through the first seven (7) calendar days of the following calendar month or (b) $50,000,000 at any other time during each calendar month.


SECTION 4. Effective as of April 30, 2004, the definition of " Eligible Mortgage Loan" in Section 1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

" Eligible Mortgage Loan" shall mean a Mortgage Loan secured by a first or second mortgage lien (as reflected on the Mortgage Loan Data Transmission) on residential real estate and as to which (i) the representations and warranties in Section 6.12 and 6.23 and Schedule 1 hereof are correct, (ii) was originated or acquired by the Borrower in accordance with the Borrower' s or Lender approved third party' s Underwriting Guidelines and (iii) such other customary criteria for eligibility determined by the Lender shall have been satisfied.


SECTION 5. Effective as of April 30, 2004, the definition of " Maximum Committed Amount" in Section 1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


" Maximum Committed Amount" shall mean two hundred million dollars ($200,000,000).


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SECTION 6. Effective as of April 30, 2004, the definition of " Maximum Credit" in Section 1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


" Maximum Credit" shall mean three hundred million dollars ($300,000,000).

SECTION 7. Effective as of April 30, 2004, the definition of " Tranche A Advances" in Section 1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


" Tranche A Advances" shall mean Advances so long as, and to the extent that, they are secured by Standard Mortgage Loans and Previously Securitized and Called Mortgage Loans which are not Wet Loans.

SECTION 8. Effective as of April 30, 2004, the definition of " Tranche B Advances" in Section 1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

" Tranche B Advances" shall mean Advances so long as, and to the extent that, they are secured by High LTV Mortgage Loans which are not Wet Loans.


SECTION 9. Effective as of April 30, 2004, Section 1 of the Loan Agreement is hereby amended to include the following definitions, each in the appropriate location in such Section 1 to reflect proper alphabetical order:


" Attorney Bailee Letter" shall have the meaning assigned to such term in the Custodial Agreement.


" Disbursement Account" shall mean the account established by the Lender pursuant to which funds shall be disbursed to fund any Wet Loan.


" Dry Loan" shall mean a first or second lien Mortgage Loan which is underwritten in accordance with the Underwriting Guidelines which Mortgage File contains all Required Documents.

" Escrow Agreement" shall have the meaning assigned to such term in the Custodial Agreement.


" Insured Closing Letter" shall have the meaning assigned to such term in the Custodial Agreement.


" Rescission" shall mean the right of a Mortgagor to rescind the related Mortgage Note and related documents pursuant to applicable law.


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" Settlement Agent" shall have the meaning assigned to such term in the Custodial Agreement.


" Tranche C Advances" shall mean Advances so long as, and to the extent that, they are secured by Wet Loans.


" Wet Loan" shall mean a wet-funded first or second lien Mortgage Loan which is underwritten in accordance with the Underwriting Guidelines and does not contain all of the Required Documents in the Mortgage File, which in order to be deemed to be an Eligible Mortgage Loan shall have the following additional characteristics:

(a) the proceeds thereof have been funded (or, on the date of the Advance supported by a Notice of Borrowing and Pledge are being funded) by wire transfer or cashier' s check, or draft of other form of immediately available funds to the Settlement Agent for such Wet Loan;

(b) the Borrower expects such Wet Loan to close and become a valid lien securing actual indebtedness by funding to the order of the Mortgagor thereunder;


(c) the proceeds thereof have not been returned to the Lender from the Settlement Agent for such Wet Loan;

(d) the Borrower has not learned that such Wet Loan will not be closed and funded to the order of the Mortgagor; and

(e) upon recordation of the related Mortgage such Mortgage Loan will constitute a first or second lien on the premises described therein.


SECTION 10. Effective as of April 30, 2004, Sections 2.03(a) and (b) of the Loan Agreement are hereby amended to read as follows:


2.03 Procedure for Borrowing .


(a) Borrowing Procedure for Requesting an Advance. The Borrower may request a borrowing to be secured by any Mortgage Loans hereunder, on any Business Day during the period from and including the Effective Date to the Termination Date, by delivering to the Lender, with a copy to the Custodian, a Mortgage Loan Data Transmission and an irrevocable Notice of Borrowing a ...