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EXHIBIT 10.27(e)
AMENDMENT NO. 1
TO
GUARANTY
This Amendment No. 1 (the "Amendment") dated June 30, 1999 amends the Guaranty
dated as of February 10, 1999 (the "Guaranty"), made by Aames Financial
Corporation (the "Guarantor") in favor of Greenwich Capital Financial Products,
Inc. (the "Lender"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings set forth in the Guaranty or, if not so defined
therein, the Loan Agreement (as defined in the Guaranty). The Guarantor and the
Lender, for good and valuable consideration, the receipt of and sufficiency of
which are hereby acknowledged, enter into this Amendment and agree as follows:
1. AMENDMENT
Effective as of June 30, 1999 Section 3(b)(i), (iii), (iv), (v) and (vi) of the
Guaranty are hereby amended and restated in their entirety as follows:
(i) Maintenance of Tangible Net Worth. The Tangible Net Worth of the
Guarantor, on a consolidated basis and on any given day, shall
be (a) prior to October 1, 1999, $110,000,000; and (b) on and
after October 1, 1999, not less than the greater of (x)
$140,000,000 and (y) 80% of the Tangible Net Worth of the
Guarantor, on a consolidated basis, as at the end of each fiscal
quarter;
(iii) Liquidity. The aggregate amount of the Guarantor's cash, Cash
Equivalents and available borrowing capacity on unencumbered
assets that could be drawn against (taking into account required
haircuts) under committed warehouse or working capital
facilities, on a consolidated basis and on any given day, shall
be (a) prior to October 1, 1999, $5,000,000, and (b) on and
after October 1, 1999, $15,000,000.
(iv) Maintenance of Ratio of Earnings to Total Interest Expense.
Effective as of December 31, 1999, the Guarantor shall not
permit the ratio of earnings before interest and taxes to total
expense, on a consolidated basis, to be less than 1.05:1
measured on a rolling basis from the immediately preceding two
calendar quarters commencing with the two quarters ending
September 30, 1999 and December 31, 1999. Thereafter, such ratio
measured on a rolling basis shall not be less than 1.10:1.
(v) Profitability. The Guarantor shall have a GAAP after tax net
income of at least $1.00 as measured at the end of September 30,
1999 and December 31, 1999;
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(vi) Capitalization of Guarantor. The Guarantor has been capitalized
by a contribution of each to the equity of the Guarantor in an
aggregate amount equal to not less than $67,000,000 (after
taking into account related expenses, if any, payable on the
date of contribution) and, as of September 30, 1999, the
Guarantor shall have received an additional contribution to
capital in an amount not less than $23,000,000 (after taking
into account related expenses, if any, payable on the date of
such contribution).
2. REPRESENTATIONS
In order to induce the Lender to execute and deliver this Amendment, the
Guarantor hereby represents to the Lender that as of the date hereof, after
giving effect to this Amendment, (a) the representations and warranties set
forth in Section 3 of the Guaranty are and shall be and remain true and correct
and (b) the Guarantor is in full compliance with all of the terms and conditions
of the Guaranty.
3. MISCELLANEOUS
Except as specifically amended herein, the Guaranty shall continue in full force
and effect in accordance with its original terms. Reference to this specific
Amendment need not be made in the Guaranty 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 Guaranty, any reference in any
of such items to the Guaranty being sufficient to refer to the Guaranty as
amended thereby.
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IN WITNESS WHEREOF, the Guarantor and the Lender have cause this Amendment to be
duly executed and delivered as of the date first above written.
AAMES FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: EVP & General Counsel
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GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title: SVP
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