EXHIBIT 10.6
AMENDMENT NUMBER ONE
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 ONE (this “Amendment”) is made and is
effective as of this 12 th day of November, 2004, 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 12, 2004, the
definition of “Indenture” in Section 1.01 is
hereby deleted in its entirety and replaced with the
following:
“Indenture”
means the Indenture dated as of November 1, 2003 between the
Issuer as Issuer and Wells Fargo Bank Minnesota, National
Association as Indenture Trustee.
Effective as of November 12,
2004, the definition of “Loan Originator” in
Section 1.01 is hereby deleted in its entirety and replaced
with the following:
“Loan
Originator” means Option One Mortgage Corporation, a
California corporation.
