exv10w1



 





Exhibit 10.1




AMENDMENT NUMBER ONE




to the




NOTE PURCHASE AGREEMENT

dated as of October 1, 2007,




between




OPTION ONE ADVANCE TRUST 2007-ADV2,

as Issuer




and




GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

as Initial Purchaser and Agent




          This AMENDMENT NUMBER ONE (this “Amendment”) is made and is effective as of this
16th day of November, 2007, among Option One Advance Trust 2007-ADV2 (the “Issuer”),
and Greenwich Capital Financial Products, Inc. (the “Initial Purchaser” and “Agent”, as
applicable), to that certain Note Purchase Agreement, dated as of October 1, 2007, between the
Issuer and the Initial Purchaser (the “Agreement”).




RECITALS




          WHEREAS, on the terms and conditions set forth herein, the Issuer has requested that the
Initial Purchaser and Agent agree to amend the Agreement as provided herein;




          NOW THEREFORE, the parties hereto hereby agree as follows:




          SECTION 1. Defined Terms. As used in this Amendment, capitalized terms have the
same meanings assigned thereto in the Agreement.




          SECTION 2. Amendments.




          (a) Section 1.01 shall be amended by replacing the definition of “Maximum Note
Balance” with the following definition;




               “Maximum Note Balance” shall have the meaning set forth in the Indenture.”



          (b) Schedule A of the Agreement is hereby amended and restated in its entirety as
set forth in Exhibit I.




 









 








          SECTION 3. Limited Effect. Except as expressly amended and modified by this Amendment,
the Agreement shall continue in full force and effect in accordance with its terms. Reference to
this Amendment need not be made in the 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 Agreement, any reference in any of such items to the Agreement being
sufficient to refer to the Agreement as amended hereby.




          SECTION 4. 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 5. 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 6. 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 the Issuer 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.




2









 







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 ADVANCE TRUST 2007-ADV2

 	 
	 	By:  	Wilmington Trust Company, not in its 	 
	 	individual capacity but solely as Owner 	 	 
	 	Trustee 	 
	 
	 	 	 
	 	By:  	/s/ Roseline K. Maney 	 
	 	 	Name:  	Roseline K. Maney 	 
	 	 	Title:  	Vice President 	 
	 
	 	GREENWICH CAPITAL FINANCIAL

PRODUCTS, INC.,

as Initial Purchaser and Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Consented to by:




GREENWICH CAPITAL FINANCIAL 

PRODUCTS, INC.,

as 66 2/3% Noteholder

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 


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 ADVANCE TRUST 2007-ADV2

 	 
	 	By:  	Wilmington Trust Company, not in its
 	 
	 	individual capacity but solely as Owner 	 	 
	 	Trustee 	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GREENWICH CAPITAL FINANCIAL 

PRODUCTS, INC.,

as Initial Purchaser and Agent

 	 
	 	By:  	/s/ Dominic Obaditch  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Consented to by:



GREENWICH CAPITAL FINANCIAL

PRODUCTS, INC.,

as 66 2/3% Noteholder

 	 
	 	By:  	/s/ Dominic Obaditch  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Exhibit I




Schedule A




Maximum Note Principal Balance



Greenwich Capital Financial Products, Inc.: $750,000,000