Exhibit
10.10(f)


 


AMENDMENT NUMBER
SIX


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 SIX
is made this 18h day of January, 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 permit the amount of
Second Lien Mortgage Loans that are pledged to the Borrower pursuant to the
Agreement during the period from January 18, 2006 to February 17, 2006 to be
$25,000,000 instead of the current limit of $15,000,000, as more fully set
forth herein; and


 


WHEREAS, as of the date
of this Amendment, the Borrowers represent to the Lender that they are in
compliance with all of the representations and warranties and all of the
affirmative and negative covenants set forth in the Agreement and are not in
default under the Agreement.


 


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 January 18,
2006, clause (16) to the definition of “Collateral Value” in Section 1 of the
Agreement is hereby amended to read in its entirety as follows:


 


(16)         if such Mortgage Loan is a Second Lien Mortgage Loan
and the Collateral Value of such Second Lien Mortgage Loan when added to the
aggregate Collateral Value of all other Second Lien Mortgage Loans exceeds (a)
$25,000,000 during the period from January 18, 2006 to February 18, 2006, or
(b) $15,000,000 at any other time;


 


SECTION 2.           Defined Terms. Any terms
capitalized but not otherwise defined herein shall have the respective meanings
set forth in the Agreement.


 


SECTION 3.           Fees and Expenses. The
Borrowers agree to pay to the Lender all fees and out of pocket expenses
incurred by the Lender in connection with this Amendment Number Six (including
all reasonable fees and out of pocket costs and expenses of the Lender’s legal 


 

















 


counsel incurred in connection with this Amendment Number Six), in
accordance with Section 11.03 of 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.
The Borrowers hereby represent to the Lender that as of the date hereof, the
Borrowers are 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 Six 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 Sections
5-1401 and 5-1402 of the New York General Obligations Law).


 


SECTION 7. Counterparts. This Amendment Number
Six 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 Borrowers and the Lender have caused this Amendment Number
Six 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:

  	
  /s/ James T. Raezer

  	
   

  
	
   

  	
  Name: James T. Raezer

  
	
   

  	
  Title: Managing
  Director