AMEND #1 TO WAREHOUSE LOAN PURCHASE AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1

Dated as of September 29, 2005

to

WAREHOUSE LOAN PURCHASE AGREEMENT

Dated as of March 23, 2005

This AMENDMENT NO. 1 (this “ Amendment ”) dated as of September 29, 2005 is entered into among MWL FUNDING, INC., a Delaware corporation (the “ Seller ”), CAFCO, LLC, a Delaware limited liability company, CHARTA, LLC, a Delaware limited liability company, and CRC FUNDING, LLC, a Delaware limited liability company, as “Conduit Purchasers”, CITIBANK, N.A., as a “Committed Purchaser”, CITICORP NORTH AMERICA, INC., a Delaware corporation (“ CNAI ”), as program agent (the “ Program Agent ”) for the Conduit Purchasers and the Committed Purchaser and as a Group Agent, and COLONIAL BANK, N.A., a national banking association (“ Colonial Bank ”), as “Originator”, as “Servicer” and as “Facility Custodian.”

WHEREAS, the Seller, the Conduit Purchasers, the Committed Purchasers, the Program Agent, the Servicer and the Facility Custodian have entered into a Warehouse Loan Purchase Agreement dated as of March 23, 2005 (the “ Purchase Agreement ”, the terms defined in the Purchase Agreement being used herein as defined in the Purchase Agreement unless otherwise defined herein); and

WHEREAS, the parties hereto have agreed to amend the Purchase Agreement on the terms and conditions hereafter set forth.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Amendments to the Purchase Agreement . Effective upon the “Effective Date” as defined in Section 2 below, the Purchase Agreement is hereby amended as follows:

(a) Section 1.01 of the Purchase Agreement is amended to delete in their entirety the defined terms “CNB Customer Concentration Excess Amount” and “CNB Customer Concentration Limit”.

(b) Section 1.01 of the Purchase Agreement is amended to insert each of the following defined terms in proper alphabetical order therein:

“ COLB Concentration Excess Amount ” means, at any time, the aggregate, for all interests in COLB Mortgage Loans, of the amount by which (i) the Outstanding Balance of all Pool Assets constituting interests in COLB Mortgage Loans purchased from any CNB Customer exceeds (ii) the COLB Concentration Limit for such CNB Customer. For the purpose of calculating the Net Conforming Pool Balance and the Net Non-Conforming Pool Balance, the COLB Concentration Excess Amount shall be allocated first , to Pool Assets which are included in clause (i) of the preceding sentence

and relate to Non-Conforming Mortgage Loans, and second , to Pool Assets which are included in clause (i) of the preceding sentence and relate to Conforming Mortgage Loans.

“ COLB Concentration Limit ” has the meaning set forth on Annex I .

“ Direct CNB Customer Concentration Excess Amount ” means, at any time, the aggregate, for all Designated CNB Customers, of the amount by which (i) the Outstanding Balance of Advances made to a Designated CNB Customer exceeds (ii) the Direct CNB Customer Concentration Limit for such Designated CNB Customer. For the purpose of calculating the Net Conforming Pool Balance and the Net Non-Conforming Pool Balance, the Direct CNB Customer Concentration Excess Amount shall be allocated first , to Advances which are included in clause (i) of the preceding sentence and relate to Non-Conforming Mortgage Loans, and second , to Advances which are included in clause (i) of the preceding sentence and relate to Conforming Mortgage Loans.

“ Direct CNB Customer Concentration Limit ” has the meaning set forth on Annex I .

(c) Section 1.01 of the Purchase Agreement is amended to delete clause (ii) of the definition of “Eligible AOT Mortgage Pool” in its entirety, and to substitute therefor:

“ (ii) comprised solely of AOT Mortgage Loans (A) which are Eligible Mortgage Loans and (B) none of which are Wet Funding Loans;”

(d) Section 1.01 of the Purchase Agreement is amended to delete the figure “$1,000,000,000” in the definition of “Facility Amount” therein and to substitute therefor “$1,500,000,000”.

(e) Section 1.01 of the Purchase Agreement is amended to delete the definition of “Net Conforming Pool Balance” therein, and to substitute therefor the following:

“ “ Net Conforming Pool Balance ” means at any time an amount equal to the aggregate Outstanding Balance of all Eligible Assets related to Conforming Loans which are Pool Assets at such time (including, without limitation, all Agency AOT Mortgage Pools and all AOT Securities related thereto) minus , without duplication, the sum of (i) the principal amount of all Assets related to Conforming Loans included in the Bailee Concentration Excess Amount at such time, (ii) the principal amount of all Assets related to Conforming Loans included in the Direct CNB Customer Concentration Excess Amount at such time, (iii) the principal amount of all Assets related to Conforming Loans included in the AOT Concentration Excess Amount at such time, (iv) the principal amount of all Assets relating to Conforming Loans included in the COLB Concentration Excess Amount at such time, and (v) the principal amount of all Assets related to Conforming Loans included in the Wet Funding Concentration Excess Amount at such time; provided , however , that for purposes of the foregoing calculation, the aggregate Outstanding Balance of all Eligible Assets related to Conforming Loans which are Pool Assets made pursuant to Indirect Syndicated Loan Agreements at any time shall be

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deemed to be the aggregate amount, for each such Indirect Syndicated Loan Agreement of the positive result, if any, of:

OB – [CO x MIML] – [CO x MNCML]

where:

(f) Section 1.01 of the Purchase Agreement is amended to delete the definition of “Net Non-Conforming Pool Balance” therein, and to substitute therefor the following:

“ “ Net Non-Conforming Pool Balance ” means at any time an amount equal to the aggregate Outstanding Balance of all Eligible Assets related to Non-Conforming Loans which are Pool Assets at such time (including, without limitation, all Private Issuer AOT Mortgage Pools and all AOT Securities related thereto), minus , without duplication, the sum of (i) the principal amount of all Assets related to Non-Conforming Loans included in the Bailee Concentration Excess Amount at such time, (ii) the principal amount of all Assets related to Non-Conforming Loans included in the Direct CNB Customer Concentration Excess Amount at such time, (iii) the principal amount of all Assets related to Non-Conforming Loans included in the AOT Concentration Excess Amount at such time, (iv) the principal amount of all Assets relating to Conforming Loans included in the COLB Concentration Excess Amount at such time, (v) the principal amount of all Assets related to Non-Conforming Loans included in the Wet Funding Concentration Excess Amount at such time, and (vi) the Non-Conforming Concentration Excess Amount at such time; provided , however , that for purposes of the foregoing calculation, the aggregate Outstanding Balance of all Eligible Assets related to Non-Conforming Loans which are Pool Assets made pursuant to Indirect Syndicated Loan Agreements at any time shall be deemed to be the aggregate

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amount, for each such Indirect Syndicated Loan Agreement of the positive result, if any, of: