Exhibit 10.10(g)


 


AMENDMENT NUMBER
EIGHT


to the


Warehouse Loan and
Security Agreement


Dated as of
February 10, 2000


as Amended and
Restated to and including February 4, 2005


among


AAMES INVESTMENT
CORPORATION


AAMES CAPITAL
CORPORATION


AAMES FUNDING
CORPORATION


and


GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC.


 


This AMENDMENT NUMBER
EIGHT is made this 1st day of March 2006, among AAMES INVESTMENT CORPORATION,
AAMES CAPITAL CORPORATION, AAMES FUNDING CORPORATION, each having an address at
350 South Grand Avenue, Los Angeles, California 90071 (each, a “Borrower”
and collectively, “the Borrowers”) and GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich, Connecticut
06830 (the “Lender”), to the Warehouse Loan and Security Agreement,
dated as of February 10, 2000 as amended and restated to and including February
4, 2005, by and between the Borrowers 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 Borrowers
and the Lender have agreed to amend the Agreement to modify certain certain
financial covenants 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.           Effective
as of the date hereof, Section 1 of the Agreement is hereby amended by deleting
the definition of “Termination Date” in its entirely and replacing it with the
following:


 


“Termination
Date” shall mean April 3, 2006, or such earlier date on which this Warehouse
Agreement shall terminate in accordance with the provisions hereof or by
operation of law.


 


SECTION
2.           Effective as of the date
hereof, Section 6.16 of the Agreement is hereby amended by deleting the
existing “Tangible Net Worth; Liquidity” representation and replacing it with
the following:


 


:


 


“6.16       Tangible
Net Worth; Liquidity. (a)  Aames Investment’s
Tangible Net Worth, on a consolidated basis and on any given day, shall be
equal to or greater than $250,000,000 plus 50% of any subsequent additional
capital raised in a public or private offering by Aames Investment, and (b) the
aggregate amount of Aames Investment’s cash and Cash Equivalents of (1) cash
and loans held for sale and investment (excluding securitized mortgage loan)
reduced by (2) the sum of amounts outstanding on revolving warehouse and
repurchase facilities, margin on loans held for sale and investment (excluding
securitized mortgage loans) and loans held for sale and investment which are 


 

















 


ineligible to be pledged by Aames Investment under any
of its revolving warehouse and repurchase facilities shall be in an amount
equal to not less than $38,000,000.”


 


SECTION
3.           Effective as of the date
hereof, Section 7.14(b) of the Agreement is hereby amended by deleting the
existing “Maintenance of Ratio of Total Indebtedness to Tangible Net Worth”
covenant and replacing it with the following:


 


:


 


“(b)         Maintenance
of Ratio of Total Indebtedness to Tangible Net Worth. Aames Investment
shall not permit the ratio of Total Indebtedness to Tangible Net Worth at any
time, from and after December 31, 2005, to be greater than 20.00 to 1.00.”


 


SECTION
4.           Effective as of the date
hereof, Section 7.14(c) of the Agreement is hereby amended by deleting the
existing “Maintenance of Ratio of Adjusted Indebtedness to Tangible Net Worth”
covenant and replacing it with the following:


 


“(c)         Maintenance
of Ratio of Adjusted Indebtedness to Tangible Net Worth. Aames Investment
shall not permit the ratio of Adjusted Indebtedness to Tangible Net Worth at
any time, from and after December 31, 2005, to be greater than 7.0 to 1.00.”


 


SECTION 5.           Effective
as of the date hereof, Section 7.15 of the Agreement is hereby amended by
deleting the existing “Maintenance of Liquidity” covenant and replacing it with
the following:


 


“Section 7.15. Maintenance of Liquidity. The aggregate
amount of Aames Investment’s cash and Cash Equivalents of (1) cash and loans
held for sale and investment (excluding securitized mortgage loans) reduced by
(2) the sum of amounts outstanding on revolving warehouse and repurchase
facilities, margin on loans held for sale and investment (excluding securitized
mortgage loans) and loans held for sale and investment which are ineligible to
be pledged by Aames Investment under any of its revolving warehouse and
repurchase facilities shall be in an amount equal to not less than $38,000,000.”


 


SECTION 6.           Defined Terms. Any terms
capitalized but not otherwise defined herein shall have the respective meanings
set forth in the Agreement.


 


SECTION 7. 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 8. Waiver.
For the avoidance of doubt, upon execution of this Amendment Number Eight, the
Borrowers and Lender agree that any non compliance or violation of Sections
6.16, 7.14(b) or 7.14(c) on or after December 31, 2005 up to the date of this
Amendment Number Eight are hereby waived.


 


SECTION 9. Governing
Law. This Amendment Number Eight 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 


 


2

















 


of laws doctrine applied in such state (other than Sections 5-1401 and
5-1402 of the New York General Obligations Law).


 


SECTION 10. Counterparts. This Amendment Number
Five 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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3

















 


IN
WITNESS WHEREOF, the Borrowers and the Lender have caused this Amendment Number
Eight 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/ Jon D. Van Deuren

  	
   

  
	
   

  	
  Name: Jon D. Van Deuren

  
	
   

  	
  Title:

  	
  Executive Vice President
  - Finance and Chief 

  
	
   

  	
   

  	
   Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AAMES FUNDING CORPORATION

  
	
   

  	
  (Borrower)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon D. Van Deuren

  	
   

  
	
   

  	
  Name: Jon D. Van Deuren

  
	
   

  	
  Title:

  	
  Executive Vice
  President - Finance and Chief 

  
	
   

  	
   

  	
   Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  AAMES INVESTMENT CORPORATION

  
	
   

  	
  (Borrower)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon D. Van Deuren

  	
   

  
	
   

  	
  Name: Jon D. Van Deuren

  
	
   

  	
  Title:

  	
  Executive Vice
  President - Finance and Chief 

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GREENWICH CAPITAL FINANCIAL 

  
	
   

  	
  PRODUCTS. INC.

  
	
   

  	
  (Lender)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: James T. Raezer

  
	
   

  	
  Name: James T. Raezer

  
	
   

  	
  Title: Managing
  Director