exv10w3



 








Exhibit 10.3




AMENDMENT NUMBER SEVEN

to the

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT,

dated as of November 25, 2003

among

OPTION ONE OWNER TRUST 2001-2,

OPTION ONE LOAN WAREHOUSE CORPORATION

and

BANK OF AMERICA, N.A.




          This AMENDMENT NUMBER SEVEN (this “Amendment”) is made and is effective as of this 16th day of
December, 2005 (the “Effective Date”), among Option One Owner Trust 2001-2 (the “Issuer”), Option
One Loan Warehouse Corporation (the “Depositor”) and Bank of America, N.A. (“BofA”, and in its
capacity as Purchaser, the “Purchaser”) to the Amended and Restated Note Purchase Agreement, dated
as of November 25, 2003, as amended (the “Note Purchase Agreement”), among the Issuer, the
Depositor and the Purchaser.




RECITALS




          WHEREAS, the Issuer has requested that the Purchaser agree to amend the Note Purchase
Agreement to increase the Maximum Note Principal Balance from $3,500,000,000 to $4,000,000,000 and
the Purchaser has agreed to make such amendments, 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 capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Note Purchase Agreement.




          SECTION 2. Amendment. As of the Effective Date, the definition of “Maximum Note Principal
Balance” in Section 1.01 is hereby deleted in its entirety and replaced with the following:




          “Maximum Note Principal Balance” means, an amount equal to $4,000,000,000, less any reductions
pursuant to Section 2.06 of the Sale and Servicing Agreement.




          SECTION 3. Representations. To induce the Purchaser to execute and deliver this Amendment,
each of the Issuer and the Depositor hereby represents to the Purchaser that as of the date hereof,
after giving effect to this Amendment, (a) all of its respective representations and warranties in
the Note Purchase Agreement 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 Note Purchase Agreement.




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          SECTION 4. Fees and Expenses. The Issuer and the Depositor jointly and severally covenant to
pay as and when billed by the Purchaser 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 Purchaser, (ii) all reasonable fees and expenses of the Indenture Trustee and Owner Trustee and
their counsel and (iii) all reasonable fees and expenses of the Custodian and its counsel.




          SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment, the
Note Purchase Agreement shall continue in full force and effect in accordance with its terms.
Reference to this Amendment need not be made in the Note Purchase 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 Note Purchase Agreement, any reference in any of such
items to the Note Purchase Agreement being sufficient to refer to the Note Purchase Agreement as
amended hereby.




          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 in any
number of separate counterparts, each of which when so executed 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 document.




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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
	 
	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ CR Fulton
	 

	 	 	 	 
	 	 	                    Name: Charles R. Fulton
	 	 	                    Title: Assistant Secretary
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	      /s/ Garret Dolt
	 

	 	 	 	 
	 	 	Name: Garret Dolt
	 	 	Title: Principal






[Signature Page to Amendment Seven to the Amended and Restated Note Purchase Agreement]




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