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EXHIBIT 10.33(c)    
  


 
 

AMENDMENT NUMBER TWO
  to the
  Warehouse Loan and Security Agreement
  dated as of February 10, 2000,
  as Amended and Restated to and including January 24, 2001
  Among
  AAMES CAPITAL CORPORATION,

  AAMES FUNDING CORPORATION
  and
  GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.    




    This
AMENDMENT NUMBER TWO (this "Amendment") is made this 30th day of March, 2001, among AAMES CAPITAL CORPORATION, AAMES FUNDING
CORPORATION (each, a "Borrower" and collectively, the "Borrowers") and GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC. ("Lender") to the WAREHOUSE LOAN AND SECURITY AGREEMENT, dated as of February 10, 2000, as Amended and Restated to and
including January 24, 2001 between Lender and Borrowers (the "Loan Agreement"). 


 
 

RECITALS    
  


    WHEREAS, Borrowers have requested that Lender agree to the amendments to the Loan Agreement as set forth herein; and 


    WHEREAS,
Lender has consented to such amendments to the Loan Agreement as set forth herein. 


    NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows: 


    SECTION
1. Effective as of March 30, 2001, the definition of "Tangible Net Worth" in Section 1.01 of the Loan Agreement is hereby deleted in its entirety and replaced
with the following: 



"Tangible Net Worth" shall mean, with respect to any Person, as of any date of determination, the consolidated Net Worth of such Person and its
Subsidiaries, less the consolidated net book value of all assets of such Person and its Subsidiaries (to the extent reflected as an asset in the balance sheet of such Person or any Subsidiary at such
date) which will be treated as intangibles under GAAP; provided, that residual securities issued by such Person or its Subsidiaries shall not be treated as intangibles for purposes of this definition. 




    SECTION
2. Fees and Expenses. Borrowers agree to pay to Lender all fees and out of pocket expenses incurred by Lender in connection
with this Amendment (including all reasonable fees and out of pocket costs and expenses of the Lender's legal counsel incurred in connection with this Amendment Number Two), in accordance with
Section 10.03 of the Loan Agreement 


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


    SECTION
4. Representations. In order to induce the Lender to execute and deliver this Amendment Number Two, the Borrowers hereby
represent to the Lender that as of the date hereof, after giving effect to this Amendment Number Two, the Borrowers are in full compliance with all of the terms and conditions of the Loan Agreement. 


    SECTION
5. Limited Effect. Except as expressly amended and modified by this Amendment, the Loan Agreement shall continue in full force
and effect in accordance with its terms. Reference to this Amendment Number Two need not be made in the Loan 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 Loan Agreement, any reference in any of such items to the
Loan Agreement being sufficient to refer to the Loan Agreement as amended hereby. 


    SECTION
6. Governing Law. THIS AMENDMENT NUMBER TWO 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. 


    SECTION
7. Counterparts. This Amendment Number Two 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. 


[SIGNATURE
PAGE FOLLOWS] 


2





 


    IN WITNESS WHEREOF, Borrowers and Lender have caused this Amendment Number Two to be executed and delivered by their duly authorized officers as of the day and year first above
written. 



	 	 	AAMES CAPITAL CORPORATION
	 	 	    Borrower
	

 	
 	

By:	

 Name: John Kohler

Title: Executive Vice President
	

 	
 	
AAMES FUNDING CORPORATION
	 	 	    Borrower
	

 	
 	

By:	

 Name: John Kohler

Title: Executive Vice President
	

 	
 	
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
	 	 	    Lender
	

 	
 	

By:	

 
	 	 	 	
Name:  
Title:  






Acknowledged and Agreed:  


AAMES FINANCIAL CORPORATION  


By:






Name:  John
Kohler

Title:  Executive Vice President 


3









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EXHIBIT 10.33(c)

AMENDMENT NUMBER TWO to the Warehouse Loan and Security Agreement dated as of February 10, 2000, as Amended and Restated to and including January 24, 2001 Among AAMES CAPITAL CORPORATION, AAMES FUNDING CORPORATION
and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

RECITALS