Exhibit 10.12(d)



AMENDMENT NO. 1 TO COMMITMENT LETTER



This AMENDMENT NO. #1 TO COMMITMENT LETTER (the Amendment) is made and entered into as of June 28, 2005 by and between
Countrywide Warehouse Lending (Lender) and Aames Capital Corporation, Aames Funding Corporation, Aames Investment Corporation, Aames Financial Corporation (collectively Borrower). This Amendment amends that certain Commitment
Letter by and between Lender and Borrower dated as of March 25, 2005 (the Commitment Letter), which supplements that certain Revolving Credit and Security Agreement by and between Lender and Borrower dated as of June 26, 2003 (as may be
amended from time to time, the Credit Agreement).



RECITALS



Lender and Borrower have previously
entered into the Commitment Letter and Credit Agreement pursuant to which Lender may, from time to time, provide Borrower credit in the form of a warehouse line secured by residential mortgage loans. Lender and Borrower hereby agree that the
Commitment Letter shall be amended as provided herein.



In consideration of the
mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower hereby agree as follows:



|1. | Financial Ratios. Lender and Borrower agree that the Financial Ratios of the Commitment Letter listed below shall amended as follows, all other existing Financial
Ratios of the Commitment Letter shall remain unchanged:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                 |  |                                
|-------------------------------- |  | -------------------------------
|                                |  |                                
|Net Income (as defined by GAAP): |  | Positive when combining any two
|                                 |  | consecutive quarters with      
|                                 |  | measurement commencing on      
|                                 |  | September 30, 2005             
|                                 |  |                               



|2. | No Other Amendments; Conflicts with Previous Amendments. Other than as expressly modified and amended herein, the Commitment Letter shall remain in full force and
effect and nothing herein shall affect the rights and remedies of Lender as provided under the Commitment Letter and Credit Agreement. To the extent any amendments to the Commitment Letter contained herein conflict with any previous amendments to
the Commitment Letter, the amendments contained herein shall control.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Capitalized Terms. Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | Facsimiles: Facsimile signatures shall be deemed valid and binding to the same extent as the original.
|-- | ------------------------------------------------------------------------------------------------------



IN WITNESS WHEREOF, Lender and Borrower have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the date first written above.



|                              |  |           |  |                           |  |                           |  |          
|----------------------------- |  | --------- |  | ------------------------- |  | ------------------------- |  | ---------
|COUNTRYWIDE WAREHOUSE LENDING |  |           |  | AAMES CAPITAL CORPORATION
|                              |  |           |  |                          
|By:                           |  |           |  |                           |  | By:                       |  |          
|                              |  | Signature |  |                           |  |                           |  | Signature
|                              |  |           |  |                          
|Name:                         |  |           |  |                           |  | Name:                     |  |          
|                              |  |           |  |                          
|Title:                        |  |           |  |                           |  | Title:                    |  |          
|                              |  |           | 
|                              |  |           |  |                           |  | AAMES FUNDING CORPORATION
|                              |  |           |  |                          
|                              |  |           |  |                           |  | By:                       |  |          
|                              |  |           |  |                           |  |                           |  | Signature
|                              |  |           |  |                          
|                              |  |           |  |                           |  | Name:                     |  |          
|                              |  |           |  |                          
|                              |  |           |  |                           |  | Title:                    |  |          



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AAMES INVESTMENT CORPORATIONBy:SignatureName:Title:AAMES FINANCIAL CORPORATIONBy:SignatureName:Title: