**Exhibit 10.10E**

 

AMENDMENT NUMBER FOUR 

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 INVESTMENTCORPORATION 

AAMES CAPITAL CORPORATION 

AAMES FUNDING CORPORATION 

and 

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. 

 

ThisAMENDMENT NUMBER FOUR is made this __th day of August, 2005, among AAMES INVESTMENT CORPORATION, AAMES CAPITALCORPORATION, 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 FINANCIALPRODUCTS, 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 February4, 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 delete a business term that was mistakenlyagreed to by the Borrowers and the Lender, and instead reflect the correct business deal agreed to among the Borrowers and the Lender, all 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 therepresentations 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 hereincontained, the parties hereto hereby agree as follows: 

 

SECTION1. Effective as of August __, 2005, the definition of “Applicable Collateral Percentage” in Section 1 of the Agreement is hereby amended to delete the clause “59 days past due, 100%” and replace such clause with “59days past due, 97%”. 

 

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

 

SECTION 3. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Referenceto 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 inany of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. 

SECTION 4. Representations. The Borrowers hereby represent to the Lender that as of the datehereof, 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 5. Governing Law. This Amendment Number Four shall be construed in accordance with the laws of the State ofNew 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 YorkGeneral Obligations Law). 

 

SECTION 6. Counterparts. ThisAmendment Number Four 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. 

 

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 

 

2 

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

 

**AAMES CAPITAL CORPORATION**

(Borrower)
By:  
Name:
 Jon D. Van Deuren
Title:
 Executive Vice President - Finance and Chief Financial Officer
**AAMES FUNDING CORPORATION**

(Borrower)
By:  
Name:
 Jon D. Van Deuren
Title:
 Executive Vice President - Finance and Chief Financial Officer
**AAMES INVESTMENT CORPORATION**

(Borrower)
By:  
Name:
 Jon D. Van Deuren
Title:
 Executive Vice President - Finance and Chief Financial Officer
**GREENWICH CAPITAL FINANCIAL PRODUCTS. INC.**

(Lender)
By:  
Name:
  
Title: