Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT NO. 2


TO 4/04 AMENDED AND RESTATED


SENIOR SECURED CREDIT AGREEMENT


 


Amendment No.
2, dated as of April 10, 2006 (this “Amendment”), by and between
JPMorgan Chase Bank, N.A. (the “Lender”), Fieldstone Investment Corporation
(“FIC” and a “Borrower”) and Fieldstone Mortgage Company (“FMC”
and a “Borrower” and together with FIC, the “Borrowers”).


 


RECITALS


 


The Lender and
the Borrowers are parties to that certain 4/04 Amended and Restated Senior
Secured Credit Agreement, dated as of April 21, 2004, as amended by the 4/05 Amendment
to Credit Agreement, dated as of April 20, 2005 (the “Existing Credit
Agreement”; as amended by this Amendment, the “Credit Agreement”).
Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the Existing Credit Agreement.


 


The Lender and
the Borrowers have agreed, subject to the terms and conditions of this
Amendment, that the Existing Credit Agreement be amended to reflect certain
agreed upon revisions to the terms of the Existing Credit Agreement.


 


Accordingly,
the Lender and the Borrowers hereby agree, in consideration of the mutual
promises and mutual obligations set forth herein, that the Existing Credit
Agreement is hereby amended as follows: 


 


SECTION 1.           Definitions. Section 1.2 of
the Existing Credit Agreement is hereby amended by deleting the definition of “Maturity
Date” in its entirety and replacing it with the following:


 


“Maturity
Date” means June 16, 2006, or the earlier date (the “Acceleration Date”),
if any, when the Lender accelerates maturity of the Senior Credit Note pursuant
to this Agreement, or the maturity of the Senior Credit Note is effectively
accelerated by order of any Governmental Authority or by operation of law.


 


SECTION 2.           Conditions Precedent. This
Amendment shall become effective on the date hereof (the “Amendment
Effective Date”) subject to the satisfaction of the following conditions
precedent:


 


2.1           Delivered Documents. On the
Amendment Effective Date, the Lender shall have received the following
documents, each of which shall be satisfactory to the Lender in form and
substance: 


 


(a)           this Amendment, executed and
delivered by duly authorized officers of the Lender and the Borrowers; and 


 


(b)           such other documents as the Lender or
counsel to the Lender may reasonably request.


 

















 


SECTION 3.   Representations and Warranties. Each
Borrower hereby represents and warrants to the Lender that it is in compliance
with all the terms and provisions set forth in the Existing Credit Agreement on
its part to be observed or performed, and that no Event of Default has occurred
or is continuing, and hereby confirms and reaffirms the representations and warranties
contained in Section 9 of the Existing Credit Agreement.


 


SECTION 4.   Limited Effect. Except as expressly
amended and modified by this Amendment, the Existing Credit Agreement shall
continue to be, and shall remain, in full force and effect in accordance with
its terms.


 


SECTION 5.   Fees.
The Borrowers agree to pay as and when billed by the Lender all of the
reasonable fees, disbursements and expenses of counsel to the Lender in connection
with the development, preparation and execution of, this Amendment or any other
documents prepared in connection herewith and receipt of payment thereof shall
be a condition precedent to the Lender entering into any Transaction pursuant
hereto.


 


SECTION 6.   GOVERNING LAW. THIS AMENDMENT SHALL BE  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW  YORK, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


SECTION 7.   Counterparts.
This Amendment may be executed in one or more counterparts and by different
parties hereto on separate counterparts, each of which, when so executed, shall
constitute one and the same agreement.


 


SECTION 8.   Conflicts. The parties hereto agree
that in the event there is any conflict between the terms of this Amendment,
and the terms of the Existing Credit Agreement, the provisions of this
Amendment shall control.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the parties have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and
year first above written.


 


 


	
  Lender:

  	
  JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Wegener

  
	
   

  	
   

  	
  Name:

  	
  Mark A. Wegener

  
	
   

  	
   

  	
  Title:

  	
   Senior Vice President

  
						



 


 


	
  Borrower:

  	
  FIELDSTONE INVESTMENT CORPORATION,

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark C. Krebs

  
	
   

  	
   

  	
  Name:

  	
  Mark C. Krebs

  
	
   

  	
   

  	
  Title:

  	
   Sr. Vice President &
  Treasurer

  
					



 


 


	
  Borrower:

  	
  FIELDSTONE INVESTMENT COMPANY,

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark C. Krebs

  
	
   

  	
   

  	
  Name:

  	
  Mark C. Krebs

  
	
   

  	
   

  	
  Title:

  	
   Sr. Vice President &
  Treasurer

  
					



 


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