0001143996-04-000065 Sample Contracts

December 1, 2003 Aames Capital Corporation and Aames Funding Corporation
Revolving Credit and Security Agreement • February 17th, 2004 • Aames Financial Corp/De • Mortgage bankers & loan correspondents
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FIRST AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS
Master Repurchase Agreement • February 17th, 2004 • Aames Financial Corp/De • Mortgage bankers & loan correspondents • New York

This Amendment, dated as of November 19, 2003 (the “Amendment”), to the Amended and Restated Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated as of July 30, 2003 (the “Agreement”), is made by and between LEHMAN BROTHERS BANK, FSB (“Buyer”) and AAMES CAPITAL CORPORATION (“Seller” and, together with the Buyer, the “Parties”).

AMENDMENT NUMBER ONE to the Guaranty dated as of July 22, 2003 made by AAMES FINANCIAL CORPORATION in favor of CITIGROUP GLOBAL MARKETS REALTY CORP.
Guaranty • February 17th, 2004 • Aames Financial Corp/De • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER ONE (this “Amendment”) is made as of this 16th day of December, by and between AAMES FINANCIAL CORPORATION (“Guarantor”) and CITIGROUP GLOBAL MARKETS REALTY CORP. (the “Lender”), to the GUARANTY, dated as of July 22, 2003, made by the Guarantor in favor of Lender (the “Guaranty”).

AMENDMENT NUMBER THREE to the Master Loan and Security Agreement Dated as of July 22, 2003 by and between AAMES CAPITAL CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
Master Loan and Security Agreement • February 17th, 2004 • Aames Financial Corp/De • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER THREE is made this 16th day of December, 2003, by and between AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (the “Borrower”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 350 Greenwich Street, 4th Floor, New York, New York 10013 (the “Lender”), to the Master Loan and Security Agreement, dated as of July 22, 2003, by and between the Borrower 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.

AMENDMENT NO. 1 TO CORPORATE GUARANTY
Corporate Guaranty • February 17th, 2004 • Aames Financial Corp/De • Mortgage bankers & loan correspondents

This Amendment No. 1 to Corporate Guaranty (the “Amendment”) is made and entered into as of December 1, 2003 by Aames Financial Corporation (the “Guarantor”). This Amendment amends that certain Corporate Guaranty dated as of July 1, 2003 (the “Guaranty”) by Guarantor for the benefit of Countrywide Warehouse Lending (“Lender”).

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