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EXHIBIT 10.22(b)
FIRST AMENDMENT TO
RESIDUALS FINANCING AGREEMENT
THIS FIRST AMENDMENT TO RESIDUALS FINANCING AGREEMENT (this
"Amendment") is made and dated as of the 6th day of October, 1998, by and among
AAMES CAPITAL CORPORATION, a California corporation (the "Company"), AAMES
FINANCIAL CORPORATION, a Delaware corporation and the sole shareholder of the
Company (the "Parent"); and NATIONSBANK, N.A., a national banking association
(the "Lender").
RECITALS
A. Pursuant to that certain Residuals Financing Agreement dated as of
September 4, 1998 among the Company, the Parent and the Lender (as amended,
extended and replaced from time to time, the "Agreement" and with capitalized
terms used herein and not otherwise defined herein used with the meanings given
such terms in the Agreement), the Lender agreed to extend credit to the Company
on the terms and subject to the conditions set forth therein.
B. The parties hereto have agreed to amend the Agreement in certain
respects, as set forth more particularly below.
NOW, THEREFORE, in consideration of the above Recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1. OTHER NATIONSBANK OBLIGATIONS. To reflect the agreement of the
parties to use the Collateral to secure certain other obligations from time to
time owed by the Company to the Lender, effective as of the Effective Date (as
such term is defined in Paragraph 3 below):
(a) A new definition of the term "Other NationsBank
Obligations" is hereby added to Paragraph 11 of the Agreement, in correct
alphabetical order, to read in its entirety as follows:
"'OTHER NATIONSBANK OBLIGATIONS' shall mean any and
all debts, obligations and liabilities of the Company to the Lender
(whether now existing or hereafter arising, voluntary or involuntary,
whether or not jointly owed with others, direct or indirect, absolute
or contingent, liquidated or unliquidated, and whether or not from time
to time decreased or extinguished and later increased,
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created or incurred), other than the Obligations and any and all debts,
obligations and liabilities of the Company to the Lender pursuant to
the Warehousing Agreement."
(b) Paragraph 1(a) of the Agreement is hereby amended to read
in its entirety as follows:
"1(a) REVOLVING CREDIT LIMIT. On the terms and
subject to the conditions set forth herein, the Lender agrees that it
shall from time to time to but not including the earlier to occur of
the Conversion Date and the Maturity Date (as such terms and
capitalized terms not otherwise defined herein are defined in Paragraph
11 below) make loans (the "Revolving Loans" or a "Revolving Loan") to
the Company in an amount not to exceed, in the aggregate at any one
time outstanding, the lesser of:
(1) The Revolving Credit Limit; and
(2) The Collateral Value of the Residuals
Borrowing Base;
minus, in each case, the aggregate amount of all outstanding Other
NationsBank Obligations."
(c) Paragraph 3(d)(1) of the Agreement is hereby amended to
read in its entirety as follows:
"(1) In the event the Lender shall determine on any
date that the Collateral Value of the Residuals Borrowing Base is less
than the sum of (i) the aggregate principal amount of Revolving Loans
outstanding on such date, plus (ii) the aggregate amount of all Other
NationsBank Obligations outstanding on such date, the Lender may, in
its sole discretion, elect to deliver to the Company (which delivery
may be by facsimile transmission) a Collateral Valuation Report so
demonstrating. Upon receipt of such a Collateral Valuation Report, the
Company shall, no later than thirty (30) days thereafter and subject to
the right of the Company to exercise the Term-Out Option as provided in
Paragraph 1(c) above, pay to the Lender an amount to prepay the
Revolving Loans (a "Required Principal Prepayment") equal to the amount
by which the sum of (i) the aggregate principal amount of Revolving
Loans outstanding ON THE DATE OF PAYMENT by the Company, plus (ii) the
aggregate amount of all Other NationsBank Obligations outstanding ON
THE DATE OF PAYMENT by the Company exceeds the Collateral Value of the
Residuals Borrowing Base ON THE DATE OF PAYMENT by the Company."
(d) Paragraph 3(d)(2) of the Agreement is hereby amended to
read in its entirety as follows:
"(2) If, but only if, at such time as the Company
shall be required to prepay Revolving Loans under subparagraph (1) of
this Paragraph 3(d)
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there shall not have occurred and be continuing an Event of Default or
Potential Default, in lieu of making a Required Principal Prepayment
thereunder or exercising the Term-Out Option, the Company may deliver
to the Lender additional Eligible Residual Securities with an
Established Collateral Value such that the sum of (i) the aggregate
principal balance of Revolving Loans outstanding, and (ii) the
aggregate amount of all Other NationsBank Obligations outstanding, does
not exceed the Collateral Value of the Residuals Borrowing Base, it
being expressly acknowledged and agreed by the Company that such
additional Eligible Residual Securities must be delivered to the Lender
no later than ten Business Days prior to the date on which the Required
principal Prepayment is due to permit a timely determination as to
eligibility to be made by the Lender."
(e) Paragraph 1 of the Security Agreement is hereby amended to
read in its entirety as follows:
"1. GRANT OF SECURITY INTEREST. The Company hereby
pledges and grants to the Lender a first priority, perfected security
interest in the collateral described more particularly in Paragraph 2
below (collectively and severally, the "Collateral") to secure payment
and performance of the Obligations and the Other NationsBank
Obligations."
2. REAFFIRMATION OF LOAN DOCUMENTS. Each of the Company and the Parent
hereby affirms and agrees that (a) except as expressly amended hereby, the
execution and delivery by the Company and the Parent of and the performance of
their obligations under this Amendment shall not in any way amend, impair,
invalidate or otherwise affect any of the obligations of the Company or the
Parent or the rights of the Lender under the Agreement, the Security Agreement,
the Guaranty or any other Loan Document, (b) the term "Obligations" as used in
the Loan Documents includes, without limitation, the Obligations of the Company
under the Agreement as amended hereby.
3. EFFECTIVE DATE. This Amendment shall be effective as of the date
(the "Effective Date") on which the Company has duly executed and delivered to
the Lender this Amendment, as well as such corporate resolutions, incumbency
certificates and other authorizing documentation as the Lender may reasonably
request.
4. REPRESENTATIONS AND WARRANTIES. Each of the Company and the Parent
hereby represents and warrants to the Lender as follows:
(a) Each of the Company and the Parent has the corporate power
and authority and the legal right to execute, deliver and perform this Amendment
and has taken all necessary corporate action to authorize the execution,
delivery and performance of this Amendment. This Amendment has been duly
executed and delivered on behalf of the Company and the Parent and constitutes
the legal, valid and binding obligations of each, enforceable against each in
accordance with its terms.
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(b) At and as of the date of execution hereof and at and as of
the effective date of this Amendment and both prior to and after giving effect
hereto: (i) the representations and warranties of the Company and the Parent
contained in the Agreement and the other Loan Documents are accurate and
complete in all respects, and (ii) there has not occurred an Event of Default or
Potential Default.
5. NO OTHER AMENDMENT. Except as expressly amended hereby, the Loan
Documents shall remain in full force and effect as written and amended to date.
6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
AAMES CAPITAL CORPORATION, a
California corporation
By: /S/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
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Title: EVP & CFO
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AAMES FINANCIAL CORPORATION, a
Delaware corporation
By: /S/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
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Title: EVP & General Counsel
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NATIONSBANK, N.A., a national banking
association
By: /S/ XXXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
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Title: Senior Vice President
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