<PAGE>
Exhibit 10.11
AMENDMENT NUMBER SIX
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 SIX (this "Amendment") is made and is
effective
as of this 30th day of September, 2005 (the
"Effective Date"), among Option One
Owner Trust 2001-2 (the "Issuer"), Option
One Loan Warehouse Corporation (the
"Depositor") and Bank of America, N.A.
("BofA", and in its capacity as
Purchaser, 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 increase the
Maximum Note Principal Balance from
$3,000,000,000 to $3,500,000,000 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. Amendment. As of the Effective Date, the definition
of
"Maximum Note Principal Balance" in Section
1.01 is hereby deleted in its
entirety and replaced with the
following:
"Maximum Note Principal Balance" means, an amount equal to
$3,500,000,000, less any reductions
pursuant to Section 2.06 of the Sale and
Servicing Agreement.
SECTION 3. Representations. To induce the Purchaser to execute
and
deliver this Amendment, each of the Issuer
and the Depositor hereby 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.
1
<PAGE>
SECTION 4. Fees and Expenses. The Issuer and the Depositor jointly
and
severally covenant to pay as and when
billed by the Purchaser all o
