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EXHIBIT 10.13
FIRST AMENDMENT TO
MASTER LOAN PURCHASE AGREEMENT
This First Amendment to Master Loan Purchase Agreement (the
"Amendment"), dated as of December __, 1996, between PacificAmerica Money
Center, Inc., a Delaware corporation, as seller ("Seller"), and Aames Capital
Corporation, a California corporation, as purchaser ("Purchaser"), with
reference to the following facts:
A. Seller and Purchaser are parties to a Master Loan Purchase
Agreement (the "Agreement") dated as of October 31, 1996.
B. Seller and Purchaser desire to amend the provisions of
Section 2.01(a) of the Agreement in the manner set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. The last sentence of Section 2.01(a) of the Agreement is
hereby deleted in its entirety and replaced with the following:
"In the event that any Mortgage Loans are not included in
an Aames Mortgage Trust within 120 days after the date that
such Mortgage Loans were sold to Purchaser hereunder,
Purchaser shall be obligated to consider any offers to
purchase the Mortgage Loans presented to it by any
unrelated third party. Purchaser shall be required to
provide written notice to Seller within one Business Day
after the receipt of any offer to purchase the Mortgage
Loans, and Seller shall have a right of first refusal,
exercisable for a period of thirty days from the date of
Seller's receipt of Purchaser's written notice of a third
party offer, to repurchase the Mortgage Loans so offered,
at a price equal to the applicable Repurchase Price, less
any amounts owed by Purchaser to Seller for Interim Net
Spread."
2. Except as modified herein, all terms and conditions of the
Agreement shall remain in full force and effect without modification, and all of
the general terms and conditions of the Agreement, including without limitation
the provisions of Article Nine of the Agreement, shall apply to this Amendment.
In witness whereof, Seller and Purchaser have each caused this
Amendment to be executed on its behalf by its duly authorized officer.
PACIFICAMERICA MONEY CENTER, INC.
By:_________________________
Xxxxxxx X. Xxxxxx
Chief Financial Officer
AAMES CAPITAL CORPORATION
By:____________________________
____________________________
____________________________
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SECOND AMENDMENT TO
MASTER LOAN PURCHASE AGREEMENT
This Second Amendment to Master Loan Purchase Agreement (the
"Amendment"), is made as of January 1, 1997, between PacificAmerica Money
Center, Inc., a Delaware corporation, as seller ("Seller"), and Aames Capital
Corporation, a California corporation, as purchaser ("Purchaser"), with
reference to the following facts:
A. Seller and Purchaser are parties to a Master Loan Purchase
Agreement (the "Agreement") dated as of October 31, 1996. All capitalized terms
referred to in this Amendment and not defined herein have the meanings ascribed
to them in the Agreement.
B. Seller and Purchaser have agreed that Seller shall have no
obligation to deliver the Quarterly Commitment Amount of Mortgage Loans for
purchase by Purchaser, as currently provided for in the Agreement, until the
date (the "Recommencement Date") which is 30 days after the date that Purchaser
notifies Seller that it has implemented a Home Equity Line of Credit ("HELOC")
Program in which Seller can originate and sell loans to Purchaser (pre-approved
by Purchaser for purchase if required by Seller) with loan-to-value ratios at
least five percentage points higher than the loan-to-value ratios currently
required under Purchaser's lending Guidelines. Seller and Purchaser therefore
desire to amend the Agreement as provided for herein.
C. Seller and Purchaser have further agreed that, because only
$14,936,821.84 principal amount of loans which have previously been sold to
Purchaser are available for securitization in the next Aames Mortgage Trust, the
purchase price for such loans will be modified to an amount which is 108% of the
total principal balance of such loans on the date of sale thereof (of which 100%
of the principal balance of such loans has previously been paid) plus accrued
interest and interest payments actually received on such loans from the date of
sale until the date of payment of the premium provided for herein, less the
Servicing Fee payable to Purchaser and a monthly financing fee determined in
accordance with the formula provided in the definition of Interim Net Spread in
the Agreement, with no continuing interest of Seller in the Excess Spread or
otherwise with respect to such loans.
NOW, THEREFORE, the parties hereby agree as follows:
1. The definition of "Quarterly Commitment Amount" contained
in Section 1.01 of the Agreement is hereby deleted in its entirety and replaced
with the following:
"The lesser of (i) the total aggregate principal balance of
all HELOC loans made by Seller which are Qualified Mortgage
Loans, plus any other Qualified Mortgage Loans which
Seller, in its sole discretion, determines to offer to
Purchaser, during such Quarterly Commitment Period and (ii)
$50 million plus the Aggregate Quarterly Commitment
Deficiency."
2. The definition of "Quarterly Commitment Deficiency"
contained in Section 1.01 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"With respect to any Quarterly Commitment Period beginning
with the first full quarter which begins after the
Recommencement Date, for any Quarterly Commitment Period in
which Seller offers for sale to Purchaser pursuant to
Section 2.01 Qualified Mortgage Loans with an aggregate
Principal Balance less than $50 million, the difference
between $50 million and the aggregate Principal Balance of
Qualified Mortgage Loans so offered."
3. The first sentence of Section 2.01(a) of the Agreement is
hereby deleted in its entirety and replaced with the following:
"During the Term of the Agreement, Seller shall offer for
sale to Purchaser during each Quarterly Commitment Period,
Qualified Mortgage Loans in such
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amount as Seller shall determine; provided that, after the
Recommencement Date, Seller shall offer for sale to
Purchaser during each Quarterly Commitment Period all HELOC
loans made by Seller which are Qualified Mortgage Loans
(pre-approved for purchase by Purchaser if required by
Seller), plus any other Qualified Mortgage Loans which
Seller, in its sole discretion, determines to offer to
Purchaser, during such Quarterly Commitment Period, in an
aggregate principal amount of not less than the quarterly
Commitment Amount." Seller shall have the right to require
that Purchaser pre-approve for purchase by Purchaser all
HELOC and companion loans secured by the same property as
any HELOC originated by Seller, in which case Purchaser
hereby unconditionally agrees to purchase all such loans
which are so pre-approved, provided that such loans are
Qualified Mortgage Loans.
4. The last sentence of Section 2.01(c) of the Agreement is
hereby deleted in its entirety and replaced with the following:
"Seller shall have the right to offer and sell any Mortgage
Loans offered to Purchaser and not accepted for purchase by
Purchaser to other Persons for purchase, securitization or
other disposition."
5. Section 2.01(e) is hereby deleted in its entirety and shall
hereafter be referred to as [intentionally omitted].
6. With respect to the $14,936,821.84 principal amount (as
determined on the date of sale of such loans, referred to herein as the "Sale
Date Principal Balance") of loans previously sold by Seller to Purchaser which
have not been included in an Aames Mortgage Trust as of the date hereof (the
"1996 Fourth Quarter Loans") Seller and Purchaser agree that the purchase price
for such loans shall be modified to equal 108% of the total principal balance of
such loans on the date of sale thereof (of which 100% of the principal balance
of such loans has previously been paid) plus accrued interest and interest
payments actually received on such loans from the date of sale until the date of
payment of the premium provided for herein, less the Servicing Fee payable to
Purchaser and a monthly financing fee determined in accordance with the formula
provided in the definition of Interim Net Spread in the Agreement. Seller and
Purchaser further agree that Seller shall have no further interest in the 0000
Xxxxxx Xxxxxxx Loans or in the Aames Mortgage Trust in which such loans may be
included at any time in the future. However, within 10 days after the date, if
any, on which total Loans sold by Seller to Purchaser under the Agreement equal
an aggregate Principal Balance of at least $250 million, Purchaser will pay to
Seller an additional 3% of the Sale Date Principal Balance of the 0000 Xxxxxx
Xxxxxxx Loans. All other provisions of the Agreement with respect to the 0000
Xxxxxx Xxxxxxx Loans, and the terms of sale of such loans by Seller to
Purchaser, shall continue to apply with respect to such loans.
7. Except as modified herein and as necessary to carry out the
intentions of the parties as reflected in this Amendment, all terms and
conditions of the Agreement shall remain in full force and effect without
modification, and all of the general terms and conditions of the Agreement,
including without limitation the provisions of Article Nine of the Agreement,
shall apply to this Amendment.
IN WITNESS WHEREOF, Seller and Purchaser have each caused this
Amendment to be executed on its behalf by its duly authorized officer.
AAMES CAPITAL CORPORATION PACIFICAMERICA MONEY CENTER, INC.
By:___________________________ By:_________________________
Xxxx Xxxxxx Xxxxxxx X. Xxxxxx
Senior Vice President - Finance Chief Financial Officer
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PACIFICAMERICA MONEY CENTER, INC.
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
January 1, 1997
Aames Capital Corporation
0000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxx
Aames Financial Corporation
0000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxx
Dear Xxxx:
You are hereby notified that PacificAmerica Money Center, Inc.
("PAMM"), a Delaware corporation, has assigned to Pacific Thrift and Loan
Company ("Pacific Thrift"), a California corporation, all of its right, title
and interest in and to all of the following payment obligations of Aames Capital
Corporation ("Aames") under that certain First Amendment (the "Amendment") dated
as of January 1, 1997, to Master Loan Purchase Agreement (the "Aames
Agreement"), dated as of October 31, 1996, by and between PAMM and Aames: all
obligations of Aames for payment of the adjusted purchase price with respect to
the $14,936,821.84 principal amount (as determined on the date of sale of such
loans, referred to herein as the "Sale Date Principal Balance") of loans
previously sold by PAMM to Aames which have not been included in an Aames
Mortgage Trust as of the date hereof (the "1996 Fourth Quarter Loans"). Pursuant
to the Amendment, PAMM and Aames have agreed that the purchase price for such
loans shall be modified to equal 108% of the total principal balance of such
loans on the date of sale thereof (of which 100% of the principal balance of
such loans has previously been paid) plus accrued interest and interest payments
actually received on such loans from the date of sale until the date of payment
of the premium provided for herein, less the Servicing Fee payable to Aames and
a monthly financing fee determined in accordance with the formula provided in
the definition of Interim Net Spread in the Agreement. PAMM and Aames have
further agreed that PAMM shall have no further interest in the 0000 Xxxxxx
Xxxxxxx Loans or in the Aames Mortgage Trust in which such loans may be included
at any time in the future.
PAMM has further assigned to Pacific Thrift all of PAMM's
right to receive an additional 3% of the Sale Date Principal Balance of the 0000
Xxxxxx Xxxxxxx Loans, payable by Aames within 10 days after the date, if any, on
which total Loans sold by PAMM to Aames under the Agreement equal an aggregate
Principal Balance of at least $250 million. You are hereby instructed to make
all such payments, as they become due and payable, to Pacific Thrift. PAMM
hereby releases and discharges Aames and AFC from any claim to any payment made
by Aames or AFC to Pacific Thrift pursuant to the terms of this letter of
instruction.
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Aames Capital Corporation
Aames Financial Corporation
January 1, 1997
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You are further notified that PAMM has assigned to Pacific
Thrift all of its rights against AFC pursuant to the Guaranty of AFC dated as of
October 31, 1996 with respect to all payments assigned to Pacific Thrift which
may become due and payable by AFC for the adjusted purchase price of the 0000
Xxxxxx Xxxxxxx Loans pursuant to the Guaranty. You are hereby instructed to make
all such payments, as they become due and payable, to Pacific Thrift. PAMM
hereby releases and discharges AFC from any claim to any payment made by AFC to
Pacific Thrift under the Guaranty pursuant to the terms of this letter of
instruction.
Very truly yours,
XXXX X. XXXXXXX, President
