EXHIBIT 10.12
AMENDMENT NUMBER ONE
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 ONE (this “Amendment”) is made and is effective
as of this 17th day of December, 2004, 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 (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 $2,000,000,000 to $3,000,000,000, for 60 days 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 December 17, 2004, 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, from December 17, 2004 to
February 15, 2005, an amount equal to $3,000,000,000, less any
reductions pursuant to Section 2.06 of the Sale and Servicing
Agreement. After February 15, 2005 such term shall mean an
amount equal to $2,000,000,000, 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 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 otherw
