Amendment No. 3 to the Warehouse and Loan Security Agreement



 Exhibit 10.10D 
  
 AMENDMENT NUMBER THREE 
 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 THREE is made this 29th day of July, 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
average aggregate amount of Tranche A Advances plus Tranche C 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 July 29, 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
average aggregate outstanding amount of Tranche A Advances plus Tranche C Advances is less than $100,000,000, (which shall be calculated by adding the daily aggregate outstanding amounts of all Tranche A Advances and Tranche C Advances as of 5:00
p.m. (eastern time) on each Business Day for the related quarter, and dividing such amount by the total number of Business Days in such quarter), determined on a quarterly basis, calculated 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. Defined Terms. Any terms 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. 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 4. 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 5. Governing Law. This Amendment Number Three 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 6. Counterparts. This Amendment Number Three 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 Three 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:
	 	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: