Exhibit 10.3
AMENDMENT NUMBER NINE
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 NINE (this “Amendment”) is made and is
effective as of this 29th day of June, 2007 (the “Effective
Date”), among Option One Owner Trust 2001-2 (the
“Issuer”), Option One Loan Warehouse LLC, as
successor-by-conversion to Option One Loan Warehouse Corporation
(the “Depositor”) and Bank of America, N.A. (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 temporarily increase the Maximum Note
Principal Balance from $2,002,000,000 to $2,252,000,000, subject to
certain terms and conditions 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. Amendments. As of the Effective Date, the Note Purchase
Agreement shall be amended as follows:
(a)Section 1.01 (Certain Defined Terms) shall be amended by
adding the definition of “Cerberus Closing” in the
proper alphabetical order.
““Cerberus Closing”
means, the closing of the Stock Purchase Agreement, dated as of
April 19, 2007, between OOMC Acquisition Corp., Block
Financial Corporation and H&R Block, Inc.”
(b)Section 1.01 (Certain Defined Terms) shall be amended by
adding the definition of “Threshold Amount” in the
proper alphabetical order.
1
“Threshold Amount” means
up to $250,000,000 of the Maximum Note Principal Balance in excess
of 2,002,000,000.
(c)Section 1.01 (Certain Defined Terms) shall be amended by
adding the definition of “Threshold Trigger” in the
proper alphabetical order.
““Threshold
Trigger” means that on any date of determination, Depositor
has utilized and entered into transactions under residential
mortgage loan warehouse, repurchase or other similar facilities in
an aggregate amount equal to or in excess of
$7,750,000,000.”
(d) Section 1.01 (Certain Defined Terms) shall be amended
by deleting the definition of “Maximum Note Principal
Balance” in its entirety and replacing it with the
following:
