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EXHIBIT 10.10




AMENDMENT NUMBER TWO

to the

AMENDED AND RESTATED SALE AND SERVICING AGREEMENT,

Dated as of November 25, 2003,

among

OPTION ONE OWNER TRUST 2001-2,

OPTION ONE LOAN WAREHOUSE CORPORATION,

OPTION ONE MORTGAGE CORPORATION

and

WELLS FARGO BANK N.A.




          This AMENDMENT NUMBER TWO (this “Amendment”) is made and is effective as of this 17th day of
December, 2004, among Option One Owner Trust 2001-2 (the “Issuer”), Option One Loan Warehouse
Corporation (the “Depositor”), Option One Mortgage Corporation (the “Loan Originator” and the
“Servicer”) and Wells Fargo Bank N.A., as Indenture Trustee (the “Indenture Trustee”), to the
Amended and Restated Sale and Servicing Agreement, dated as of November 25, 2003 (as amended, the
“Sale and Servicing Agreement”), among the Issuer, the Depositor, the Loan Originator, the Servicer
and the Indenture Trustee, as otherwise amended.



RECITALS




          WHEREAS, the parties hereto desire to amend the Sale and Servicing Agreement 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 of 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 Sale and Servicing Agreement.



          SECTION 2. Amendments. Effective as of December 17, 2004 the following amendments shall be in
full force and effect.




	 	(i)  	Section 1.01 of the Sale and Servicing Agreement is hereby amended by deleting in its
entirety clause (a) in the definition of “Financial Covenants” and replacing such definition
with the following:






     (a) Option One must maintain a minimum “Tangible Net Worth” (defined and
determined in accordance with GAAP and exclusive of (i) any loans outstanding to any
officer or director of Option One or its Affiliates (ii) any intangibles (other than
originated or purchased servicing rights) and (iii) any receivables from H&R Block) of
$425 million as of any day;




	 	(ii)  	Section 1.01 of the Sale and Servicing Agreement is hereby amended by deleting clause (b)
in its entirety and replacing it with the following:




 









 












     (b) Option One must maintain a ratio of 1.0 or greater at any time pursuant to the
Capital Adequacy Test, attached as Exhibit H hereto.




	 	(iii)  	Section 1.01 of the Sale and Servicing Agreement is hereby amended by deleting the number
“100%” in clause (c) of the definition of “Financial Covenants”, of the third line thereof and
replacing it with “91%”.






	 	(iv)  	Section 1.01 of the Sale and Servicing Agreement is hereby amended by deleting the number
“80% in clause (c) of the definition of “Financial Covenants”, of the third line thereof and
replacing it with “90%”.






	 	(v)  	Section 1.01 of the Sale and Servicing Agreement is hereby amended by adding the following
after clause (d) of the definition of “Financial Covenants”:






	 	(e)  	Option One must maintain a minimum “Net Income” (defined and determined in
accordance with GAAP) of $1 for each quarter and the 3 quarters preceding such
quarter.






	 	(vi)  	Schedule One to this Amendment shall be attached as Exhibit H of the Sale and Servicing
Agreement.





          SECTION 3. Representations. In order to induce the parties hereto to execute and deliver
this Amendment, each of the Issuer, the Depositor and the Loan Originator hereby jointly and
severally represents to the other parties hereto 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 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 Sale and Servicing
Agreement.



          SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the
Sale and Servicing Agreement shall continue in full force and effect in accordance with its terms.
Reference to this Amendment need not be made in the Sale and Servicing Agreement or any other
instrument or document executed in connection therewith or herewith, or in any certificate, letter
or communication issued or made pursuant to, or with respect to, the Sale and Servicing Agreement,
any reference in any of such items to the Sale and Servicing Agreement being sufficient to refer to
the Sale and Servicing Agreement as amended hereby.



          SECTION 5. Fees and Expenses. The Issuer and the Depositor jointly and severally covenant 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, (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 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE



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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.



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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/ Mary Kay Pupillo
	

	 	 	 	 
	 	 	Name:	Mary Kay Pupillo
	 	 	Title:	Assistant Vice President
	 
	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE CORPORATION
	 
	 	 	 	 
	

	 	By:	 	/s/ C. R. Fulton
	

	 	 	 	 
	 	 	Name:	Charles R. Fulton
	 	 	Title:	Assistant Secretary
	 
	 	 	 	 
	 	 	OPTION ONE MORTGAGE CORPORATION
	 
	 	 	 	 
	

	 	By:	 	/s/ C. R. Fulton
	

	 	 	 	 
	 	 	Name:	Charles R. Fulton
	 	 	Title:	Vice President
	 
	 	 	 	 
	 	 	WELLS FARGO BANK N.A., as Indenture Trustee
	 
	 	 	 	 
	

	 	By:	 	/s/ Reid Denny
	

	 	 	 	 
	 	 	Name:	Reid Denny
	 	 	Title:	Vice President






[Signature Page to Amendment Two to the Amended and Restated Sale and Servicing Agreement]




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SCHEDULE ONE




Capital Adequacy Test

*For each field multiply the HRB% by the Balance Sheet Amount for Required Capital




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	HRB TEST	 	 	Balance Sheet	 	 	 	Required Capital	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Unrestricted Cash and Equivalents
	 	 	0%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Restricted Cash
	 	 	0%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loans Held for Sale
	 	 	9%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Servicing Advances
	 	 	10%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Beneficial Interests in trusts
	 	 	10%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Subprime Mortgage NIM Residual Interest
	 	 	60%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Real Estate Held for Sale
	 	 	10%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Furniture and Equipment
	 	 	0%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Servicing Rights
	 	 	25%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Prepaid Expenses and Other Assets
	 	 	10%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Accrued interest receivable
	 	 	10%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Receivable from H&R Block
	 	 	0%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Intangibles and goodwill
	 	 	100%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Deferred Tax Assets
	 	 	10%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Derivative Assets
	 	 	10%	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Total Required Capital
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 





Total Owners Equity on Balance Sheet

Date Less: Receivables from H&R Block




Adjusted Net Worth




Adjusted Net Worth divided by Required Capital = Ratio for Capital Adequacy Test





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