EXHIBIT 10.13
AMENDMENT NUMBER TWO
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 TWO (this “Amendment”) is made and is effective
as of this 15th day of February, 2005, 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 extend the time period with respect to the
increase of the Maximum Note Principal Balance from $2,000,000,000
to $3,000,000,000, for 90 days after the date hereof 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. Effective as of February 15, 2005, 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 February 15, 2005 to
and including May 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 May 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
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
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