|
Exhibit 10.12
AMENDMENT NUMBER TWO
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 TWO (this "Amendment") is made and is effective as
of this 10 th day
of November, 2006, 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 10, 2006, 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 $1,500,000,000.
SECTION
3. Representations . To induce the Purchaser to execute and
deliver this Amendment, (i) 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, and
(ii) Option One Mortgage Corporation agrees to negotiate in
good faith the terms and conditions of joint venture and/or profit
sharing opportuniti
|
