Aames Investment Corp Sample Contracts

Aames Investment Corp – AMENDMENT NO. 3 (August 9th, 2006)

AMENDMENT NO. 3, dated as of May 9, 2006 (this “Amendment”) to that certain Master Repurchase Agreement dated as of December 2, 2005, (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Repurchase Agreement”; as modified hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”) among AAMES CAPITAL CORPORATION, a California corporation (“Aames Capital”), AAMES FUNDING CORPORATION, a California corporation (“Aames Funding”), AAMES INVESTMENT CORPORATION, a Maryland corporation (“Aames Investment”, together with Aames Capital and Aames Funding, collectively, the “Sellers”, each a “Seller”) and MORGAN STANLEY BANK (the “Buyer”).  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement.  Unless otherwise stated, all article and section references used herein refer to the corresponding parts of

Aames Investment Corp – FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENT GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS (August 9th, 2006)

This Fifth Amendment, dated as of May 10, 2006 (this “Amendment”), to the Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated as of January 18, 2005 as amended by the First Amendment dated June 20, 2005, Second Amendment dated October 28, 2005, Third Amendment dated as of January 17, 2006 and the Fourth Amendment dated as of March 3, 2006 (the “Agreement”), is made by and between LEHMAN BROTHERS BANK, FSB (“Buyer”) and AAMES CAPITAL CORPORATION (“ACC”) and AAMES INVESTMENT CORPORATION (“AIC”, collectively with ACC, “Seller” and, together with the Buyer, the “Parties”).  Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning set forth in the Agreement.

Aames Investment Corp – AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT (August 9th, 2006)

THIS AMENDMENT NO. 5, made as of May 10, 2006 (“Amendment No. 5”), by and among BEAR STEARNS MORTGAGE CAPITAL CORPORATION (the “Buyer”) and AAMES CAPITAL CORPORATION (“ACC”), AAMES INVESTMENT CORPORATION (“AIC”) and AAMES FUNDING CORPORATION (“AFC”, and together with ACC and AIC, the “Sellers”).

Aames Investment Corp – ASSET PURCHASE AGREEMENT (June 28th, 2006)

ASSET PURCHASE AGREEMENT (hereinafter called this “Agreement”), dated as of June 23, 2006, among Aames Investment Corporation, a Maryland corporation (“Aames”), Aames Funding Corporation, a California corporation (“Aames Funding” and, together with Aames, “Seller”), Accredited Home Lenders Holding Co., a Delaware corporation (“Accredited”), Accredited Home Lenders, Inc., a California corporation and a wholly owned subsidiary of Accredited (“Accredited Home” and, together with Accredited, “Buyer”) and AHL Acquisition, LLC, a Maryland limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub”).

Aames Investment Corp – AGREEMENT AND PLAN OF MERGER Among Aames Investment Corp., Accredited Home Lenders Holding Co. and AHL Acquisition, LLC Dated as of May 24, 2006 (June 28th, 2006)

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of May 24, 2006, among Aames Investment Corp., a Maryland corporation (the “Company”), Accredited Home Lenders Holding Co., a Delaware corporation (“Acquiror”), and AHL Acquisition, LLC, a Maryland limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub”, the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Entities.”)

Aames Investment Corp – AMENDMENT NO. 3 TO COMMITMENT LETTER (May 10th, 2006)

This AMENDMENT NO. 3 TO COMMITMENT LETTER (the “Amendment”) is made and entered into as of March 9, 2006 by and between Countrywide Warehouse Lending (“Lender”) and Aames Capital Corporation, Aames Funding Corporation, Aames Investment Corporation, and Aames Financial Corporation (jointly, the “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 July 1, 2003 (as may be amended from time to time, the “Credit Agreement”).

Aames Investment Corp – MASTER REPURCHASE AGREEMENT Dated as of April 10, 2006 Among: AAMES INVESTMENT CORPORATION, as a Seller, AAMES CAPITAL CORPORATION, as a Seller, (May 10th, 2006)

MASTER REPURCHASE AGREEMENT, dated as of April 10, 2006, among Aames Investment Corporation, a Maryland corporation, Aames Capital Corporation, a California corporation and Aames Funding Corporation, a California Corporation jointly and severally as sellers (each, a “Seller” and collectively, the “Seller” or the “Sellers”) and Greenwich Capital Financial Products, Inc., a Delaware corporation (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (“Agent”),

Aames Investment Corp – AMENDMENT NUMBER EIGHT 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. (March 27th, 2006)

This AMENDMENT NUMBER EIGHT is made this 1st day of March 2006, 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.

Aames Investment Corp – AMENDMENT NUMBER SIX 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. (March 27th, 2006)

This AMENDMENT NUMBER SIX is made this 18h day of January, 2006, 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.

Aames Investment Corp – AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT (March 27th, 2006)

THIS AMENDMENT NO. 4, made as of March 1, 2006 (“Amendment No. 4”), by and among BEAR STEARNS MORTGAGE CAPITAL CORPORATION (the “Buyer”) and AAMES CAPITAL CORPORATION (“ACC”), AAMES INVESTMENT CORPORATION (“AIC”) and AAMES FUNDING CORPORATION (“AFC”, and together with ACC and AIC, the “Sellers”).

Aames Investment Corp – AMENDMENT NUMBER THREE to the Amended and Restated Master Loan and Security Agreement Dated as of April 28, 2005 by and between AAMES CAPITAL CORPORATION, AAMES INVESTMENT CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP. (March 27th, 2006)

This AMENDMENT NUMBER THREE is made as of March 1, 2006 by and between AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (a “Borrower”), AAMES INVESTMENT CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (a “Borrower”, and together with Aames Capital Corporation, the “Borrowers”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 390 Greenwich Street, 6th Floor, New York, New York 10013 (the “Lender”), to the Amended and Restated Master Loan and Security Agreement, dated as of April 28, 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.

Aames Investment Corp – AMENDMENT NO. 1 (March 27th, 2006)

AMENDMENT NO. 1, dated as of January 5, 2006 (this “Amendment”), to that certain Master Repurchase Agreement, dated as of December 2, 2005 (the “Existing Repurchase Agreement”; as modified hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”), among AAMES CAPITAL CORPORATION (“Aames Capital”), AAMES FUNDING CORPORATION (“Aames Funding”), AAMES INVESTMENT CORPORATION (“Aames Investment”, together with Aames Capital and Aames Funding, collectively, the “Sellers”, each a “Seller”) and MORGAN STANLEY BANK (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement.

Aames Investment Corp – MASTER REPURCHASE AGREEMENT Dated as of December 2, 2005 by and among (March 27th, 2006)

MASTER REPURCHASE AGREEMENT, dated as of December 2, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Repurchase Agreement”), by and among AAMES CAPITAL CORPORATION, a California corporation (“Aames Capital”), AAMES FUNDING CORPORATION, a California corporation (“Aames Funding”), AAMES INVESTMENT CORPORATION, a Maryland corporation (“Aames Investment”, together with Aames Capital and Aames Funding, collectively, the “Sellers”, each a “Seller”) and MORGAN STANLEY BANK (the “Buyer”).

Aames Investment Corp – AMENDMENT NO. 2 (March 27th, 2006)

AMENDMENT NO. 2, dated as of March 3, 2006 (this “Amendment”) to that certain Master Repurchase Agreement dated as of December 2, 2005, (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Repurchase Agreement”; as modified hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”) among AAMES CAPITAL CORPORATION, a California corporation (“Aames Capital”), AAMES FUNDING CORPORATION, a California corporation (“Aames Funding”), AAMES INVESTMENT CORPORATION, a Maryland corporation (“Aames Investment”, together with Aames Capital and Aames Funding, collectively, the “Sellers”, each a “Seller”) and MORGAN STANLEY BANK (the “Buyer”).

Aames Investment Corp – Contract (March 27th, 2006)

THIS AMENDMENT, made and entered into as of July 1, 2005, by and among A. Jay Meyerson (the “Executive”), Aames Investment Corporation (the “Parent Company”), and Aames Financial Corporation (the “Employer”), hereby amends the employment agreement, dated November 3, 2004, by and among the Executive, the Parent Company and the Employer (the “Employment Agreement”).

Aames Investment Corp – AMENDMENT NO. 3 TO COMMITMENT LETTER (March 27th, 2006)

This AMENDMENT NO. 3 TO COMMITMENT LETTER (the “Amendment”) is made and entered into as of March 9, 2006 by and between Countrywide Warehouse Lending (“Lender”) and Aames Capital Corporation, Aames Funding Corporation, Aames Investment Corporation, and Aames Financial Corporation (jointly, the “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 July 1, 2003 (as may be amended from time to time, the “Credit Agreement”).

Aames Investment Corp – FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS (March 27th, 2006)

This Fourth Amendment, dated as of March 3, 2006 (this “Amendment”), to the Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated as of January 18, 2005 as amended by the First Amendment dated June 20, 2005, Second Amendment dated October 28, 2005 and Third Amendment dated as of January 17, 2006 (the “Agreement”), is made by and between LEHMAN BROTHERS BANK, FSB (“Buyer”) and AAMES CAPITAL CORPORATION (“ACC”) and AAMES INVESTMENT CORPORATION (“AIC”, collectively with ACC, “Seller” and, together with the Buyer, the “Parties”). Capitalized terms used in this Amendment and not otherwised defined herein shall have the meaning set forth in the Agreement.

Aames Investment Corp – Aames Investment Corporation Declares Fourth Quarter Dividend of $0.34 per Share Introduces Dividend Reinvestment Plan and Direct Stock Purchase Plan (December 21st, 2005)

Los Angeles, California, December 20, 2005 – Aames Investment Corporation (NYSE: AIC), a mortgage real estate investment trust, today announced that its Board of Directors declared a cash dividend of $0.34 per common share for the fourth quarter of 2005. The dividend is payable on January 9, 2006, to shareholders of record as of December 30, 2005. The ex-dividend date is December 28, 2005.

Aames Investment Corp – AMENDMENT NO. 2 TO COMMITMENT LETTER (November 15th, 2005)

This AMENDMENT NO. 2 TO COMMITMENT LETTER (the “Amendment”) is made and entered into as of November __, 2005 by and between Countrywide Warehouse Lending (“Lender”) and Aames Capital Corporation, Aames Funding Corporation, Aames Investment Corporation, and Aames Financial Corporation (jointly, the “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 July 1, 2003 (as may be amended from time to time, the “Credit Agreement”).

Aames Investment Corp – AMENDMENT NUMBER ONE to the Amended and Restated Master Loan and Security Agreement Dated as of April 28, 2005 by and between AAMES CAPITAL CORPORATION, AAMES INVESTMENT CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP. (November 15th, 2005)

This AMENDMENT NUMBER ONE is made as of September 30, 2005, by and between AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (a “Borrower”), AAMES INVESTMENT CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (a “Borrower”, and together with Aames Capital Corporation, the “Borrowers”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 350 Greenwich Street, 4th Floor, New York, New York 10013 (the “Lender”), to the Amended and Restated Master Loan and Security Agreement, dated as of April 28, 2005, by and between the Borrowers and the Lender (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

Aames Investment Corp – AAMES FINANCIAL CORPORATION EXECUTIVE SEVERANCE PLAN Amended and Restated as of August 4, 2005 (November 15th, 2005)

Aames Financial Corporation (the “Company”) has adopted the Aames Financial Corporation Executive Severance Plan (the “Plan”) which describes the severance compensation and benefits, if any, which the Company will pay upon the termination of employment of certain highly-compensated, key employees.

Aames Investment Corp – AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT (November 15th, 2005)

THIS AMENDMENT NO. 3, made as of October 31, 2005 (“Amendment No. 3”), by and among BEAR STEARNS MORTGAGE CAPITAL CORPORATION (the “Buyer”) and AAMES CAPITAL CORPORATION (“ACC”), AAMES INVESTMENT CORPORATION (“AIC”) and AAMES FUNDING CORPORATION (“AFC”, and together with ACC and AIC, the “Sellers”).

Aames Investment Corp – AMENDMENT NUMBER FIVE 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. (November 15th, 2005)

This AMENDMENT NUMBER FIVE is made this 31st day of October, 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.

Aames Investment Corp – 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. (November 15th, 2005)

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.

Aames Investment Corp – AMENDMENT NO. 6 (November 15th, 2005)

AMENDMENT NO. 6, dated as of October 10, 2005 (this “Amendment”), to the Master Loan and Security Agreement, dated as of October 21, 2004 (as previously amended, supplemented or otherwise modified prior to the date hereof, the “Existing Loan Agreement”; as amended, hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among AAMES CAPITAL CORPORATION (“Aames Capital”), AAMES FUNDING CORPORATION (“Aames Funding”), AAMES INVESTMENT CORPORATION (“Aames Investment” and together with Aames Capital and Aames Funding, collectively, the “Borrowers”, each, a “Borrower”) and MORGAN STANLEY BANK (the “Lender”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Loan Agreement.

Aames Investment Corp – AMENDMENT NUMBER TWO to the Amended and Restated Master Loan and Security Agreement Dated as of April 28, 2005 by and between AAMES CAPITAL CORPORATION, AAMES INVESTMENT CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP. (November 15th, 2005)

This AMENDMENT NUMBER TWO is made as of November 3, 2005, by and between AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (a “Borrower”), AAMES INVESTMENT CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (a “Borrower”, and together with Aames Capital Corporation, the “Borrowers”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 390 Greenwich Street, 6th Floor, New York, New York 10013 (the “Lender”), to the Amended and Restated Master Loan and Security Agreement, dated as of April 28, 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.

Aames Investment Corp – SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS (November 15th, 2005)

This Second Amendment, dated as of October 28, 2005 (the “Amendment”), to the Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated as of January 18, 2005 as amended by the First Amendment dated June 20, 2005 (the “Agreement”), is made by and between LEHMAN BROTHERS BANK, FSB (“Buyer”) and AAMES CAPITAL CORPORATION (“ACC”) and AAMES INVESTMENT CORPORATION (“AIC”, collectively with ACC, “Seller” and, together with the Buyer, the “Parties”). Capitalized terms used in this Amendment and not otherwised defined herein shall have the meaning set forth in the Agreement.

Aames Investment Corp – 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 INVESTMENT CORPORATION AAMES CAPITAL CORPORATION AAMES FUNDING CORPORATION and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. (November 15th, 2005)

This AMENDMENT NUMBER FOUR is made this __th day of August, 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.

Aames Investment Corp – AMENDMENT NO. 7 (November 15th, 2005)

AMENDMENT NO. 7, dated as of November 2, 2005 (this “Amendment”), to the Master Loan and Security Agreement, dated as of October 21, 2004 (as previously amended, supplemented or otherwise modified prior to the date hereof, the “Existing Loan Agreement”; as amended, hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among AAMES CAPITAL CORPORATION (“Aames Capital”), AAMES FUNDING CORPORATION (“Aames Funding”), AAMES INVESTMENT CORPORATION (“Aames Investment” and together with Aames Capital and Aames Funding, collectively, the “Borrowers”, each, a “Borrower”) and MORGAN STANLEY BANK (the “Lender”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Loan Agreement.

Aames Investment Corp – Slide 2 Slide 2 Forward-looking Statements This presentation may contain forward-looking statements under federal securities laws. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The risks and uncertainties that may cause our performance and results to vary include: (i) limited cash flow to fund operations and dependence on short-term financing facilities; (ii) changes in overall economic conditions and (November 3rd, 2005)
Aames Investment Corp – AAMES INVESTMENT CORPORATION Issuer AND Trustee (September 27th, 2005)

INDENTURE, dated as of                    , 2005, among AAMES INVESTMENT CORPORATION, a Maryland corporation (the “Company”), and                                , as trustee (the “Trustee”).

Aames Investment Corp – AAMES INVESTMENT CORPORATION Issuer AND Trustee (September 27th, 2005)

INDENTURE, dated as of                    , 2005, among AAMES INVESTMENT CORPORATION, a Maryland corporation (the “Company”), and                    , as trustee (the “Trustee”).

Aames Investment Corp – OWNERSHIP LIMIT WAIVER AGREEMENT (September 15th, 2005)

This OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”) is made and entered into as of September 8, 2005 by and between Aames Investment Corporation, a Maryland corporation (the “Company”), and Hotchkis and Wiley Capital Management, LLC, a Delaware limited liability company (“Hotchkis”).

Aames Investment Corp – AMENDMENT NO. 1 TO COMMITMENT LETTER (August 15th, 2005)

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”).

Aames Investment Corp – AMENDMENT NUMBER TWO to the Warehouse Loan and Security Agreement Dated as of February 10, 2000 As Amended and Restated to and included February 4, 2005 among AAMES INVESTMENT CORPORATION AAMES CAPITAL CORPORATION AAMES FUNDING CORPORATION and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. (August 15th, 2005)

This AMENDMENT NUMBER TWO is made this 20th day of June, 2005, among AAMES INVESTMENT CORPORATION, AAMES CAPITAL CORPORATION and 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 included 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.