EXHIBIT 10.36(f)
FIFTH AMENDMENT
TO THE MASTER LOAN AND SECURITY AGREEMENT
Fifth Amendment, dated as of August 31, 2000 (this
"AMENDMENT"), to the Master Loan and Security Agreement, dated as of October 29,
1999 (as previously amended, supplemented or otherwise modified, the "EXISTING
LOAN AGREEMENT", and as amended hereby, the "LOAN AGREEMENT"), between AAMES
CAPITAL CORPORATION (the "BORROWER"), and XXXXXX XXXXXXX XXXX XXXXXX MORTGAGE
CAPITAL INC., formerly XXXXXX XXXXXXX MORTGAGE CAPITAL INC., (the "LENDER").
RECITALS
The Borrower and the Lender are parties to the Existing Loan
Agreement. Capitalized terms used but not otherwise defined herein shall have
the meanings given to them in the Existing Loan Agreement.
The Borrower and the Lender have agreed, subject to the terms
and conditions of this Amendment, that the Existing Loan Agreement be amended as
set forth herein.
Accordingly, the Borrower and the Lender hereby agree, in
consideration of the mutual premises and mutual obligations set forth herein,
that the Existing Loan Agreement is hereby amended as follows:
SECTION 1. AMENDMENTS.
(a) Section 1.01 of the Existing Loan Agreement is
hereby amended by deleting the definition of "APPLICABLE MARGIN" and
substituting in lieu thereof the following new definition:
"`APPLICABLE MARGIN' shall mean the sum of the
weighted average of the applicable rates per annum
for each product type of Eligible Mortgage Loan for
each day that Loans shall be secured by such Eligible
Mortgage Loans, determined by multiplying (a) for
each product type set forth in the table below, a
fraction equal to the Collateral Value of all
Eligible Mortgage Loans of such product type divided
by the Collateral Value of all Eligible Mortgage
Loans, TIMES (b) for each product type set forth in
the following table below, the percentage set forth
below opposite such product type:
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Product Type Applicable Margin
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First Lien Loan that is a Performing Loan and has been 0.90%
included in the Borrowing Base for 120 days or less
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First Lien Loan that is a Performing Loan and has been 1.10%
included in the Borrowing Base for longer than 120
days but less than 270 days
-------------------------------------------------------- ------------------------------------
Second Lien Loan that is a Performing Loan and has 0.90%
been included in the Borrowing Base for 120 days or
less
-------------------------------------------------------- ------------------------------------
Second Lien Loan that is a Performing Loan and has 1.10%
been included in the Borrowing Base for longer than
120 days but less than 270 days
-------------------------------------------------------- ------------------------------------
First Lien Loan or Second Lien Loan that is a Class A 1.20%
Defaulted Loan and has been included in the Borrowing
Base for 120 days or less
-------------------------------------------------------- ------------------------------------
First Lien Loan or Second Lien Loan that is a Class B 1.20%
Defaulted Loan and has been included in the Borrowing
Base for 120 days or less
-------------------------------------------------------- ------------------------------------
First Lien Loan or Second Lien Loan that is a Class C 1.50%
Defaulted Loan and has been included in the Borrowing
Base for 364 days or less
-------------------------------------------------------- ------------------------------------
Notwithstanding the foregoing, at any time when the
aggregate principal amount outstanding of all Loans
made hereunder shall be greater than or equal to
$150,000,000, the Applicable Margin shall be 1.10%
with respect to (i) each First Lien Loan that is a
Performing Loan and has been included in the
Borrowing Base for 120 days or less and (ii) each
Second Lien Loan that is a Performing Loan and has
been included in the Borrowing Base for 120 days or
less."
(b) Section 1.01 of the Existing Loan Agreement is
hereby amended by deleting the definition of "MAXIMUM CREDIT" and
substituting in lieu thereof the following new definition:
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"`MAXIMUM CREDIT' shall mean $300,000,000."
(c) Section 1.01 of the Existing Loan Agreement is
hereby amended by deleting the definition of "Termination Date" and
substituting in lieu thereof the following new definition:
"`TERMINATION DATE' shall mean October 26, 2001 or
such earlier date on which this Loan Agreement shall
terminate in accordance with the provisions hereof or
by operation of law."
SECTION 2. REFINANCING. All outstanding Loans under the
Promissory Note, dated October 29, 1999, in accordance with the Loan Agreement
shall be deemed to mature on October 26, 2000. Such Loans shall be deemed
automatically refinanced as of October 26, 2000 with Loans made pursuant to the
Promissory Note dated October 26, 2000 in accordance with the Loan Agreement.
SECTION 3. SECURITIZATION COMMITMENT.
(a) The Borrower hereby grants to the Lender the
right of first refusal to: (i) act as the lead manager in connection
with not less than two securitization transactions of the Borrower
during the period from the Amendment Effective Date to the Termination
Date (one of which shall be the next securitization transaction
commenced by the Borrower after the Amendment Effective Date), and (ii)
act as co-manager in connection with every other securitization
transaction of the Borrower during the period from the Amendment
Effective Date to the Termination Date.
SECTION 4. AMENDMENT FEE. The Borrower shall pay to the Lender
on or prior to the Amendment Effective Date (as defined below) an amendment fee
in the amount of $1,200,000 (the "AMENDMENT FEE"); such payment to be made in
Dollars, in immediately available funds, without deduction, set-off or
counterclaim, to the Lender at the account set forth in Section 3.01(a) of the
Loan Agreement.
SECTION 5. CONDITIONS PRECEDENT. This Amendment shall become
effective on the date (the "AMENDMENT EFFECTIVE DATE") on which the following
conditions precedent shall have been satisfied:
5.1 DELIVERED DOCUMENTS. 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 the Borrower and the Lender;
(b) NOTE ENDORSEMENT. A Note Endorsement, executed
by the Borrower, in form and substance satisfactory to the Lender;
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(c) PROMISSORY NOTE. A Promissory Note, dated
October 26, 2000, executed by the Borrower, in form and substance
satisfactory to the Lender;
(d) LEGAL OPINION. A legal opinion of counsel of the
Borrower, in form and substance satisfactory to the Lender; and
(e) OTHER DOCUMENTS. Such other documents as the
Lender or counsel to the Lender may reasonably request.
5.2 NO DEFAULT. On the Amendment Effective Date, (i) the
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 Borrower pursuant to
Section 5 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 shall have occurred and be continuing on such date.
5.3 AMENDMENT FEE. The Lender shall have received the
Amendment Fee.
SECTION 6. REPRESENTATIONS AND WARRANTIES. The 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 has occurred or is continuing, and hereby
confirms and reaffirms the representations and warranties contained in Section 6
of the Loan Agreement.
SECTION 7. LIMITED EFFECT. Except as expressly amended and
modified by this Amendment, the Existing Loan Agreement shall continue to be,
and shall remain, in full force and effect in accordance with its terms;
PROVIDED, HOWEVER, that reference therein and herein to the "Loan Documents"
shall be deemed to include, in any event, (i) the Existing Loan Agreement, (ii)
this Amendment, (iii) the Note and (iv) the Custodial Agreement. Each reference
to the Loan Agreement in any of the Loan Documents shall be deemed to be a
reference to the Loan Agreement as amended hereby.
SECTION 8. COUNTERPARTS. This Amendment may be executed by
each of the parties hereto on any number of separate counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same instrument.
SECTION 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the day and year first above
written.
BORROWER
AAMES CAPITAL CORPORATION
By /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Executive Vice President
LENDER
XXXXXX XXXXXXX XXXX XXXXXX MORTGAGE CAPITAL INC.
(FORMERLY XXXXXX XXXXXXX MORTGAGE CAPITAL INC.)
By
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Name:
Title:
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