Aames Investment Corp Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 31st, 2005 • Aames Investment Corp • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT is made and entered into this day of , 2005 (“Agreement”), by and between Aames Investment Corporation, a Maryland corporation (the “Company”), and (“Indemnitee”).

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AAMES INVESTMENT CORPORATION 35,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 29th, 2004 • Aames Investment Corp • Real estate investment trusts • New York

Aames Investment Corporation, a Maryland corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc. is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company of 35,500,000 shares (the “Initial Shares”) of its common stock, par value $0.01 per share (“Common Stock”), to the Underwriters, and the purchase by the Underwriters, severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule I hereto, and (ii) the grant of the option to the Underwriters described in Section 1(b) hereof to purchase from the Company all or any part of 5,250,000 additional shares of Common Stock to cover over-allotments (the “Option Shares”), if any, as set forth in Schedule I hereto. The 35,000,000 shares of Common Stock to be purchased by the Unde

EMPLOYMENT AGREEMENT
Employment Agreement • August 15th, 2005 • Aames Investment Corp • Real estate investment trusts • California

THIS AGREEMENT, made and entered into as of July 18, 2005 (the “Effective Date”), by and among John A. Vella (the “Executive”), Aames Investment Corporation (the “Parent Company”), and Aames Financial Corporation (the “Employer”);

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2005 • Aames Investment Corp • Real estate investment trusts • Maryland

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November 1, 2004 (the “Closing Date”), by and between AAMES INVESTMENT CORPORATION, INC., a Maryland corporation (the “Company”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (the “Investor”).

MASTER REPURCHASE AGREEMENT GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS
Master Repurchase Agreement • March 31st, 2005 • Aames Investment Corp • Real estate investment trusts • New York
AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement • August 15th, 2005 • Aames Investment Corp • Real estate investment trusts • New York

AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT, dated as of April 28, 2005, between AAMES CAPITAL CORPORATION, a California corporation (“ACC” and a “Borrower”), AAMES INVESTMENT CORPORATION, a Maryland corporation (“AIC” and a “Borrower”; together with ACC, the “Borrowers”) and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (the “Lender”).

AAMES INVESTMENT CORPORATION REGISTRATION RIGHTS AND GOVERNANCE AGREEMENT
Registration Rights and Governance Agreement • March 31st, 2005 • Aames Investment Corp • Real estate investment trusts • Maryland

WHEREAS, SFP, pursuant to an Agreement and Plan of Merger, dated as of July 21, 2004, by and among the Company, Aames Financial Corporation (“Aames Financial”), Aames Newco, Inc. and Aames TRS, Inc. (the “Merger Agreement”), shall receive a combination of common stock, par value $0.01 per share (the “Common Stock”), of the Company and cash in exchange for SFP’s shares of Aames Financial common stock, par value $0.01 per share; and

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 7th, 2004 • Aames Investment Corp • Real estate investment trusts • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of , 2004, by and among Aames Financial Corporation (“Aames Financial”), a Delaware corporation, Aames Investment Corporation (“Aames Investment”), a Maryland corporation, Aames Newco, Inc. (“Aames Newco”), a Delaware corporation, and Aames TRS, Inc. (“Aames TRS”), a Delaware corporation.

FORM OF STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 29th, 2004 • Aames Investment Corp • Real estate investment trusts • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of , 2004, by and among AAMES INVESTMENT CORPORATION, INC., a Maryland corporation (the “Company”), the Aames Transaction Parties (as defined herein), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (the “Investor”).

MASTER REPURCHASE AGREEMENT Dated as of April 10, 2006 Among: AAMES INVESTMENT CORPORATION, as a Seller, AAMES CAPITAL CORPORATION, as a Seller,
Master Repurchase Agreement • May 10th, 2006 • Aames Investment Corp • Real estate investment trusts • New York

MASTER REPURCHASE AGREEMENT, dated as of April 10, 2006, among Aames Investment Corporation, a Maryland corporation, Aames Capital Corporation, a California corporation and Aames Funding Corporation, a California Corporation jointly and severally as sellers (each, a “Seller” and collectively, the “Seller” or the “Sellers”) and Greenwich Capital Financial Products, Inc., a Delaware corporation (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (“Agent”),

MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 27th, 2004 • Aames Investment Corp • Real estate investment trusts • New York
AMENDMENT NO. 3
Aames Investment Corp • August 9th, 2006 • Real estate investment trusts • New York

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 th

SECOND AMENDMENT
Second Amendment • August 15th, 2005 • Aames Investment Corp • Real estate investment trusts

THIS SECOND AMENDMENT (the “Amendment”) is made and entered into as of July 29, 2005, by and between EOP-TWO CALIFORNIA PLAZA, L.L.C., a Delaware limited liability company (“Landlord”) and AAMES FINANCIAL CORPORATION, a California corporation (“Tenant”).

AMENDMENT NO. 7
Aames Investment Corp • November 15th, 2005 • Real estate investment trusts • New York

AMENDMENT NO. 7, dated as of November 2, 2005 (this “Amendment”), to the Master Loan and Security Agreement, dated as of October 21, 2004 (as previously amended, supplemented or otherwise modified prior to the date hereof, 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”), by and among AAMES CAPITAL CORPORATION (“Aames Capital”), AAMES FUNDING CORPORATION (“Aames Funding”), AAMES INVESTMENT CORPORATION (“Aames Investment” and together with Aames Capital and Aames Funding, collectively, the “Borrowers”, each, a “Borrower”) and MORGAN STANLEY BANK (the “Lender”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Loan Agreement.

FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS
Master Repurchase Agreement • March 27th, 2006 • Aames Investment Corp • Real estate investment trusts • New York

This Fourth Amendment, dated as of March 3, 2006 (this “Amendment”), to the Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated as of January 18, 2005 as amended by the First Amendment dated June 20, 2005, Second Amendment dated October 28, 2005 and Third Amendment dated as of January 17, 2006 (the “Agreement”), is made by and between LEHMAN BROTHERS BANK, FSB (“Buyer”) and AAMES CAPITAL CORPORATION (“ACC”) and AAMES INVESTMENT CORPORATION (“AIC”, collectively with ACC, “Seller” and, together with the Buyer, the “Parties”). Capitalized terms used in this Amendment and not otherwised defined herein shall have the meaning set forth in the Agreement.

AMENDMENT NO. 1
Aames Investment Corp • March 27th, 2006 • Real estate investment trusts • New York

AMENDMENT NO. 1, dated as of January 5, 2006 (this “Amendment”), to that certain Master Repurchase Agreement, dated as of December 2, 2005 (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 (“Aames Capital”), AAMES FUNDING CORPORATION (“Aames Funding”), AAMES INVESTMENT 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.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 27th, 2004 • Aames Investment Corp • Real estate investment trusts • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May , 2004, by and among Aames Financial Corporation (“Aames Financial”), a Delaware corporation, Aames Investment Corporation (“Aames Investment”), a Maryland corporation, Aames Newco, Inc. (“Aames Newco”), a Delaware corporation, and Aames TRS, Inc. (“Aames TRS”), a Delaware corporation.

AMENDMENT NUMBER ONE to the Amended and Restated Master Loan and Security Agreement Dated as of April 28, 2005 by and between AAMES CAPITAL CORPORATION, AAMES INVESTMENT CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
Security Agreement • November 15th, 2005 • Aames Investment Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER ONE is made as of September 30, 2005, by and between AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (a “Borrower”), AAMES INVESTMENT CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (a “Borrower”, and together with Aames Capital Corporation, the “Borrowers”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 350 Greenwich Street, 4th Floor, New York, New York 10013 (the “Lender”), to the Amended and Restated Master Loan and Security Agreement, dated as of April 28, 2005, by and between the Borrowers and the Lender (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

AMENDMENT NO. 5
Aames Investment Corp • August 15th, 2005 • Real estate investment trusts • New York

AMENDMENT NO. 5, dated as of June 30, 2005 (this “Amendment”), to the Master Loan and Security Agreement, dated as of October 21, 2004 (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”), by and among AAMES CAPITAL CORPORATION (“Aames Capital”), AAMES FUNDING CORPORATION (“Aames Funding”), AAMES INVESTMENT CORPORATION (“Aames Investment”, together with Aames Capital and Aames Funding, the “Borrowers”, each a “Borrower”) and MORGAN STANLEY BANK (the “Lender”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Loan Agreement.

WAREHOUSE LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 31st, 2005 • Aames Investment Corp • Real estate investment trusts • New York

WAREHOUSE LOAN AND SECURITY AGREEMENT, dated as of February 10, 2000, as amended and restated to and including February 4, 2005, among AAMES INVESTMENT CORPORATION, a Maryland corporation, AAMES CAPITAL CORPORATION, a California corporation, as a Borrower, AAMES FUNDING CORPORATION, a California corporation, as a Borrower (each a “Borrower”, collectively, the “Borrowers”) and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation (the “Lender”).

AMENDMENT NO. 1 TO THE MASTER LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 15th, 2004 • Aames Investment Corp • Real estate investment trusts • New York

AMENDMENT NO. 1, dated as of October 28, 2004 (this “Amendment”), to the Master Loan and Security Agreement, dated as of October 21, 2004 (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 BANK (the “Lender”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Loan Agreement.

AMENDMENT NUMBER FOURTEEN to the Warehouse Loan and Security Agreement Dated as of February 10, 2000 as Amended and Restated to and including March 21, 2002 among AAMES CAPITAL CORPORATION AAMES INVESTMENT CORPORATION and GREENWICH CAPITAL FINANCIAL...
And Security Agreement • November 15th, 2004 • Aames Investment Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER FOURTEEN is made this 26th day of October, 2004, among AAMES CAPITAL CORPORATION, AAMES FUNDING CORPORATION and AAMES INVESTMENT CORPORATION, each having an address at 350 South Grand Avenue, Los Angeles, California 90071 (each, a “Borrower” and collectively, “the Borrowers”) and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the “Lender”), to the Warehouse Loan and Security Agreement, dated as of February 10, 2000 as amended and restated to and including March 21, 2002, by and between the Borrowers and the Lender, as amended (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • March 31st, 2005 • Aames Investment Corp • Real estate investment trusts • New York

THIS AMENDMENT NO. 1, made as of March 18, 2005 (“Amendment No. 1”), by and among BEAR STEARNS MORTGAGE CAPITAL CORPORATION (the “Buyer”) and AAMES CAPITAL CORPORATION (“ACC”), AAMES INVESTMENT CORPORATION (“AIC”) and AAMES FUNDING CORPORATION (“AFC”, and together with ACC and AIC, the “Sellers”).

AMENDMENT NUMBER TWO to the Warehouse Loan and Security Agreement Dated as of February 10, 2000 As Amended and Restated to and included February 4, 2005 among AAMES INVESTMENT CORPORATION AAMES CAPITAL CORPORATION AAMES FUNDING CORPORATION and...
And Security Agreement • August 15th, 2005 • Aames Investment Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER TWO is made this 20th day of June, 2005, among AAMES INVESTMENT CORPORATION, AAMES CAPITAL CORPORATION and AAMES FUNDING CORPORATION, each having an address at 350 South Grand Avenue, Los Angeles, California 90071 (each, a “Borrower” and collectively, “the Borrowers”) and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the “Lender”), to the Warehouse Loan and Security Agreement, dated as of February 10, 2000 as amended and restated to and included February 4, 2005, by and between the Borrowers and the Lender, as amended (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

AGREEMENT AND PLAN OF MERGER Among Aames Investment Corp., Accredited Home Lenders Holding Co. and AHL Acquisition, LLC Dated as of May 24, 2006
Agreement and Plan of Merger • June 28th, 2006 • Aames Investment Corp • Real estate investment trusts • Maryland

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of May 24, 2006, among Aames Investment Corp., a Maryland corporation (the “Company”), Accredited Home Lenders Holding Co., a Delaware corporation (“Acquiror”), and AHL Acquisition, LLC, a Maryland limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub”, the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Entities.”)

MASTER REPURCHASE AGREEMENT Dated as of December 2, 2005 by and among
Master Repurchase Agreement • March 27th, 2006 • Aames Investment Corp • Real estate investment trusts • New York

MASTER REPURCHASE AGREEMENT, dated as of December 2, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Repurchase Agreement”), by and 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”).

AAMES FINANCIAL CORPORATION ELECTION FORM/LETTER OF TRANSMITTAL
Aames Investment Corp • October 6th, 2004 • Real estate investment trusts
AMENDMENT NO. 4 TO REVOLVING CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • May 16th, 2005 • Aames Investment Corp • Real estate investment trusts

THIS AMENDMENT NO. 4 (the “Amendment”) is made and entered into as of March 25, 2005 by and among Countrywide Warehouse Lending (“Lender”), Aames Capital Corporation, Aames Funding Corporation, Aames Financial Corporation, and Aames Investment Corporation (collectively, “Borrower”). This Amendment amends that certain Revolving Credit and Security Agreement by and between Lender and Borrower dated as of June 26, 2003 (as amended from time to time, the “Credit Agreement”).

AMENDMENT NUMBER THREE to the Amended and Restated Master Loan and Security Agreement Dated as of April 28, 2005 by and between AAMES CAPITAL CORPORATION, AAMES INVESTMENT CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
Security Agreement • March 27th, 2006 • Aames Investment Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER THREE is made as of March 1, 2006 by and between AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (a “Borrower”), AAMES INVESTMENT CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (a “Borrower”, and together with Aames Capital Corporation, the “Borrowers”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 390 Greenwich Street, 6th Floor, New York, New York 10013 (the “Lender”), to the Amended and Restated Master Loan and Security Agreement, dated as of April 28, 2005, by and between the Borrowers and the Lender, as amended (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

AMENDMENT NO. 3 TO COMMITMENT LETTER
Commitment Letter • May 10th, 2006 • Aames Investment Corp • Real estate investment trusts

This AMENDMENT NO. 3 TO COMMITMENT LETTER (the “Amendment”) is made and entered into as of March 9, 2006 by and between Countrywide Warehouse Lending (“Lender”) and Aames Capital Corporation, Aames Funding Corporation, Aames Investment Corporation, and Aames Financial Corporation (jointly, the “Borrower”). This Amendment amends that certain Commitment Letter by and between Lender and Borrower dated as of March 25, 2005 (the “Commitment Letter”), which supplements that certain Revolving Credit and Security Agreement by and between Lender and Borrower dated as of July 1, 2003 (as may be amended from time to time, the “Credit Agreement”).

AMENDMENT NUMBER SEVEN to the Master Loan and Security Agreement Dated as of July 22, 2003 by and between AAMES CAPITAL CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
And Security Agreement • March 31st, 2005 • Aames Investment Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER SEVEN is made as of October 31, 2004, by and between AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (the “Borrower”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 350 Greenwich Street, 4th Floor, New York, New York 10013 (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 “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

AMENDMENT NUMBER EIGHT to the Warehouse Loan and Security Agreement Dated as of February 10, 2000 as Amended and Restated to and including February 4, 2005 among AAMES INVESTMENT CORPORATION AAMES CAPITAL CORPORATION AAMES FUNDING CORPORATION and...
And Security Agreement • March 27th, 2006 • Aames Investment Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER EIGHT is made this 1st day of March 2006, among AAMES INVESTMENT CORPORATION, AAMES CAPITAL CORPORATION, AAMES FUNDING CORPORATION, each having an address at 350 South Grand Avenue, Los Angeles, California 90071 (each, a “Borrower” and collectively, “the Borrowers”) and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the “Lender”), to the Warehouse Loan and Security Agreement, dated as of February 10, 2000 as amended and restated to and including February 4, 2005, by and between the Borrowers and the Lender, as amended (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

BEAR STEARNS MORTGAGE CAPITAL CORPORATION
Aames Investment Corp • August 15th, 2005 • Real estate investment trusts

This letter will confirm the mutual agreement between Buyer and Sellers, to extend the term of the Agreement as described in paragraph 22, “Non-assignability; Termination” to August 4, 2006. The extension shall be subject to the same terms and conditions as set forth in the Agreement and the receipt by Buyer of the commitment fee agreed to by Buyer and Sellers.

AMENDMENT NUMBER TWO to the Amended and Restated Master Loan and Security Agreement Dated as of April 28, 2005 by and between AAMES CAPITAL CORPORATION, AAMES INVESTMENT CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
Security Agreement • November 15th, 2005 • Aames Investment Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER TWO is made as of November 3, 2005, by and between AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (a “Borrower”), AAMES INVESTMENT CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (a “Borrower”, and together with Aames Capital Corporation, the “Borrowers”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 390 Greenwich Street, 6th Floor, New York, New York 10013 (the “Lender”), to the Amended and Restated Master Loan and Security Agreement, dated as of April 28, 2005, by and between the Borrowers and the Lender, as amended (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

AMENDMENT NO. 1 TO COMMITMENT LETTER
Commitment Letter • August 15th, 2005 • Aames Investment Corp • Real estate investment trusts

This AMENDMENT NO. #1 TO COMMITMENT LETTER (the “Amendment”) is made and entered into as of June 28, 2005 by and between Countrywide Warehouse Lending (“Lender”) and Aames Capital Corporation, Aames Funding Corporation, Aames Investment Corporation, Aames Financial Corporation (collectively “Borrower”). This Amendment amends that certain Commitment Letter by and between Lender and Borrower dated as of March 25, 2005 (the “Commitment Letter”), which supplements that certain Revolving Credit and Security Agreement by and between Lender and Borrower dated as of June 26, 2003 (as may be amended from time to time, the “Credit Agreement”).

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