exv10w4



 








Exhibit 10.4




AMENDMENT NUMBER EIGHT

to the

AMENDED AND RESTATED INDENTURE,

dated as of November 25, 2003,

between

OPTION ONE OWNER TRUST 2001-2

and

WELLS FARGO BANK, N.A.




          This AMENDMENT NUMBER EIGHT (this “Amendment”) is made and is effective as of this
16th day of December, 2005, between Option One Owner Trust 2001-2 (the “Issuer”) and
Wells Fargo Bank, N.A., as Indenture Trustee (the “Indenture Trustee”), to the Amended and Restated
Indenture, dated as of November 25, 2003 (the “Indenture”), between the Issuer and the Indenture
Trustee.




RECITALS




          WHEREAS, the parties hereto desire to amend the Indenture subject to the terms and conditions
of this Amendment.




          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and the mutual covenants herein contained, the parties hereto hereby agree as
follows:




          SECTION 1. Defined Terms. Any terms capitalized but not otherwise defined herein
shall have the respective meanings set forth in the Indenture.




          SECTION 2. Amendment. Effective as of December 16, 2005 and notwithstanding anything
to the contrary in Amendment Number Seven, dated December 17, 2004, to the Indenture, Section 1.01
of the Indenture is hereby amended by deleting in its entirety the definition of “Maturity Date”
and replacing it with the following:




          “Maturity Date” means, with respect to the Notes, December 15, 2006.




          SECTION 3. Representations. In order to induce the parties hereto to execute and
deliver this Amendment, the Issuer hereby represents to the Indenture Trustee and the Noteholders
that as of the date hereof, after giving effect to this Amendment, (a) all of its respective
representations and warranties in the Indenture and the other Basic Documents are true and correct,
and (b) it is otherwise in full compliance with all of the terms and conditions of the Indenture
and the other Basic Documents.




          SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment,
the Indenture shall continue in full force and effect in accordance with its terms. Reference to
this Amendment need not be made in the Indenture or any other instrument or document executed in
connection therewith or herewith, or in any certificate, letter or





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communication issued or made pursuant to, or with respect to, the Indenture, any reference in any
of such items to the Indenture being sufficient to refer to the Indenture as amended hereby.




          SECTION 5. Fees and Expenses. The Issuer covenants to pay as and when billed by the
Initial Noteholder all of the reasonable out-of-pocket costs and expenses incurred in connection
with the transactions contemplated hereby and in the other Basic Documents including, without
limitation, (i) all reasonable fees, disbursements and expenses of counsel to the Initial
Noteholder and (ii) all reasonable fees and expenses of the Indenture Trustee and its counsel.




          SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE
APPLIED IN SUCH STATE.




          SECTION 7. Counterparts. This Amendment 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.




          SECTION 8. Limitation on Liability. It is expressly understood and agreed by the
parties hereto that (a) this Amendment is executed and delivered by Wilmington Trust Company, not
individually or personally, but solely as Owner Trustee of Option One Owner Trust 2001-2 in the
exercise of the powers and authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Issuer is made and intended not as
personal representations, undertakings and agreements by Wilmington Trust Company but is made and
intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be
construed as creating any liability on Wilmington Trust Company, individually or personally, to
perform any covenant either expressed or implied contained herein, all such liability, if any,
being expressly waived by the parties hereto and by any Person claiming by, through or under the
parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable
for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer
under this Amendment or any other related documents.




[signature page follows]




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2001-2
	 
	 	 	 	 
	 	 	By: Wilmington Trust Company, not in its individual capacity but solely as owner trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joann A. Rozell
	 

	 	 	 	 
	 	 	Name: Joann A. Rozell
	 	 	Title: Assistant Vice President
	 
	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Indenture Trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Darron C. Woodus
	 

	 	 	 	 
	 	 	Name: Darron C. Woodus
	 	 	Title: Assistant Vice President






[Signature Page to Amendment Eight to Amended and Restated Indenture]





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