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.

Exhibit 10.9(f)

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.

This AMENDMENT NUMBER SEVEN is made as of October 31, 2004, by and between AAMES CAPITAL CORPORATION, having an address at 000 Xxxxx Xxxxx Xxxxxx, 00^xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (the “Borrower”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 000 Xxxxxxxxx Xxxxxx, 0^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (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.

RECITALS

WHEREAS, the Borrower has requested that the Lender agree to amend the Agreement to increase the Borrower’s Total Indebtedness to Tangible Net Worth, and in consideration thereof the Lender has determined to modify certain financial covenants thereunder;

WHEREAS, as of the date of this Amendment, the Borrower represents to the Lender that it is in compliance with all of the representations and warranties and all of the affirmative and negative covenants set forth in the Agreement and is not in default under the Agreement; and

WHEREAS, the Borrower and the Lender have agreed to amend the 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. Section 6.16 of the Agreement is hereby amended by deleting “5.5:1” in the last line of the first paragraph thereof and replacing it with “6.0:1”.

SECTION 2. Section 7.18 of the Agreement is hereby amended by deleting the reference to “5.5:1” and replacing it with “6.0:1”.

SECTION 3. Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Agreement.

SECTION 4. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

SECTION 5. Representations. In order to induce the Lender to execute and deliver this Amendment Number Seven, the Borrower hereby represents to the Lender that as of the date hereof, the Borrower is in full compliance with all of the terms and conditions of the Agreement and no Default or Event of Default has occurred and is continuing under the Agreement.

SECTION 6. Governing Law. This Amendment Number Seven shall be construed in accordance with the laws of the State of New York and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws without regard to conflict of laws doctrine applied in such state (other than Section 5-1401 of the New York General Obligations Law).

SECTION 7. Counterparts. This Amendment Number Seven 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.

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IN WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment Number Seven to be executed and delivered by their duly authorized officers as of the day and year first above written.

AAMES CAPITAL CORPORATION
(Borrower)
By:		/s/ Xxx X. Van Deuren
Name:		Xxx X. Van Deuren
Title:		Senior Vice President, Finance
CITIGROUP GLOBAL MARKETS REALTY CORP.
(Lender)
By:		/s/ A. Xxxxxxx Xxxxxxxxx
Name:		A. Xxxxxxx Xxxxxxxxx
Title:		Authorized Agent