Amendment No. 1 to the Warehouse & Loan Security Agreement



 Exhibit 10.10(b) 
  
 AMENDMENT NUMBER ONE 
 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 ONE is
made this 25th day of May, 2005, 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 have requested that the Lender agree to amend the Agreement to provide for the determination of the maximum aggregate amount of
Tranche A Advances on a quarterly basis; 
  
 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; and 
  
 WHEREAS, the Borrowers 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. Effective as of May 25, 2005, the definition of “Applicable
Margin” in Section 1 of the Agreement is hereby amended to read in its entirety as follows: 
  
 “Applicable Margin” shall mean, with respect to Advances that are Tranche A Advances, Tranche B Advances, Tranche C Advances, Tranche D
Advances and Tranche E Advances the applicable rate per annum set forth below: 
  
 Tranche A Advances: 0.95%; provided, that if the aggregate outstanding amount of Tranche A Advances plus Tranche C Advances is less than $100,000,000 on the last Business Day of any of the months of March,
June, September or December, then the Applicable Margin for the previous three month period shall be 1.50% 







 Tranche B Advances: 1.50% 
  
 Tranche C Advances: 1.75% 
  
 Tranche D Advances: 2.00% 
  
 Tranche E Advances: 2.00% 
  
 SECTION 2. Effective as of May 25, 2005, Section 2.05(c) is hereby amended to read in its entirety as follows: 
  
 (c) The Borrowers shall pay to the Lender interest on the
unpaid principal amount of each Advance for the period from and including the date of such Advance to but excluding the date such Tranche A Advance, Tranche B Advance and Tranche C Advance shall be paid in full, at a rate per annum equal to the LIBO
Rate plus the Applicable Margin related to the Tranche A Advance, the Tranche B Advance and the Tranche C Advance, as applicable. Notwithstanding the foregoing, the Borrowers shall pay to the Lender interest at the applicable Post-Default Rate on
any principal of any Advance and on any other amount payable by the Borrowers hereunder or under the Note, that shall not be paid in full when due (whether at stated maturity, by acceleration or by mandatory prepayment or otherwise), for the period
from and including the due date thereof to but excluding the date the same is paid in full. Accrued interest on each Advance as calculated in Section 2.05(b) above shall be payable monthly on each Payment Date and on the Termination Date, except
that (i) interest payable at the Post-Default Rate shall accrue daily and shall be payable promptly upon receipt of invoice, and (ii) additional interest payable on any Tranche A Advance due to the application of a higher Applicable Margin pursuant
to the definition of “Applicable Margin,” shall be payable not later than one (1) Business Day after the date on which such higher Applicable Margin is determined for the preceding quarter. Promptly after the determination of any interest
rate provided for herein or any change therein, the Lender shall give written notice thereof to the Borrowers, except that no such notice shall be required with respect to the quarterly determination of the Applicable Margin for any Tranche A
Advances. 
  
 SECTION 3. Defined Terms. Any terms
capitalized but not otherwise defined herein shall 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. 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 One
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 One 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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LEFT INTENTIONALLY BLANK] 







 IN WITNESS WHEREOF, the Borrowers and the Lender have caused this Amendment Number One 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



  

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