exv10w6



 





EXHIBIT 10.6




AMENDMENT NUMBER ONE

to the

NOTE PURCHASE AGREEMENT,

dated as of November 14, 2004,

among

OPTION ONE OWNER TRUST 2003-5,




OPTION ONE LOAN WAREHOUSE CORPORATION

and

CITIGROUP GLOBAL MARKETS REALTY CORP.




          This AMENDMENT NUMBER ONE (this “Amendment”) is made and is effective as
of this 12th day of November, 2004, among Option One Owner Trust 2003-5 (the
“Issuer”), Option One Loan Warehouse Corporation (the “Depositor”) and
Citigroup Global Markets Realty Corp. (“Citigroup”, and in its capacity as
Purchaser, the “Purchaser”) to the Note Purchase Agreement, dated as of
November 14, 2003 (as amended, supplemented or otherwise modified from time to
time, 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 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 of 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. Effective as of November 12, 2004, the definition of
“Indenture” in Section 1.01 is hereby deleted in its entirety and replaced with
the following:



     “Indenture” means the Indenture dated as of November 1, 2003 between the
Issuer as Issuer and Wells Fargo Bank Minnesota, National Association as
Indenture Trustee.


Effective as of November 12, 2004, the definition of “Loan Originator” in
Section 1.01 is hereby deleted in its entirety and replaced with the following:




     “Loan Originator” means Option One Mortgage Corporation, a California
corporation.



 









 





          SECTION 3. Representations. To induce the Purchaser to execute and deliver
this Amendment, each of the Issuer and the Depositor hereby jointly and
severally 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.



          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.



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          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 2003-5 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 2003-5
	 
	 	 	 	 	 	 
	

	 	By:
	 	Wilmington Trust Company, not in its

individual capacity but solely as owner

 trustee	 	 







	 	 	 	 	 
	 	By:	/s/ Joann A. Rozell	 
	 	 	Name:	    Joann A. Rozell	 
	 	 	Title:	    Financial Services Officer	 



	 	 	 	 	 
	 	OPTION ONE LOAN WAREHOUSE

CORPORATION

 	 
	 	By:	/s/ David S. Wells	 
	 	 	Name:	  David S. Wells	 
	 	 	Title:	  Assistant Secretary	 



	 	 	 	 	 
	 	CITIGROUP GLOBAL MARKETS REALTY 

CORP.

 	 
	 	By:	/s/ A. Randall Appleyard	 
	 	 	Name:	  A. Randall Appleyard	 
	 	 	Title: