Exhibit 10.11C
SECOND AMENDMENT TO MASTER
REPURCHASE AGREEMENT
GOVERNING PURCHASES AND SALES OF
MORTGAGE LOANS
This Second Amendment, dated as of
October 28, 2005 (the “ 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 (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.
RECITALS
WHEREAS, the Seller and the Buyer
are parties to the Agreement, pursuant to which the Buyer has
agreed, subject to the terms and conditions set forth in the
Agreement, to purchase certain Mortgage Loans owned by the Seller,
including, without limitation, all rights of Seller to service and
administer such Mortgage Loans. Terms used but not defined herein
shall have the respective meanings ascribed to such terms in the
Agreement, as amended hereby.
WHEREAS, the Parties wish to amend
the Agreement to modify certain of the terms and conditions
governing the purchase and sale of the Mortgage Loans.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as
follows:
Section 1. Amendment
.
1.1 Effective as of
September 30, 2005, Section 13(a)(xviii) of the Agreement
is hereby deleted in its entirety and replaced with the
following:
“