Amended and Restated Master Repurchase Agreement Dated as of November 14, 2006



 Exhibit 10.2 
 EXECUTION VERSION 
 AMENDMENT NO. 1 
 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT 
 Amendment No. 1,
dated as of December 20, 2006 (this “Amendment”), among CREDIT SUISSE, NEW YORK BRANCH (the “Administrative Agent”), THE BUYERS, FIELDSTONE MORTGAGE COMPANY and FIELDSTONE INVESTMENT CORPORATION (each a
“Seller” and collectively the “Sellers”). 
 RECITALS 
 The Administrative Agent, the Buyers and the Sellers are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of
November 14, 2006 (the “Existing Repurchase Agreement”; as amended by this Amendment, the “Repurchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them
in the Existing Repurchase Agreement. 
 The Administrative Agent, the Buyers and Sellers have agreed, subject to the terms and conditions of
this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. 
 Accordingly, the Administrative Agent, the Buyers and the Sellers hereby agree, in consideration of the mutual premises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended
as follows: 
 SECTION 1. First Amendment Period. For purposes of this Amendment, this Section 1 will be effective only for
the period from and including July 1, 2006 through and including December 31, 2006 (the “First Amendment Period”). Section 14(e) of the Existing Repurchase Agreement is hereby amended by deleting it in its
entirety and replacing it with the following language, which amendment shall be effective solely during the First Amendment Period: 
 “(e) Maintenance of Profitability. 
 (A) FIC shall not permit, for any two consecutive Test Periods (other than
with respect to the Test Periods set forth in (B) below), its consolidated Net Income for any Test Period, before income taxes for such Test Period, distributions made during such Test Period, and without regard to unrealized gains or losses
from mark to market valuations resulting from Seller’s Interest Rate Protection Agreements during such Test Period, to be less than $1.00. 
 (B) FIC shall not permit, for the two consecutive Test Periods from and including July 1, 2006 through and including December 31, 2006, its consolidated Net Income for any Test Period, before income taxes
for such Test Period, distributions made during such Test Period, and without regard to unrealized gains or losses from mark to market valuations resulting from Seller’s Interest Rate Protection Agreements during such Test Period, to be a loss
greater than $67,000,000.” 







 SECTION 2. Second Amendment Period. For purposes of this Amendment, this Section 2
will be effective only for the period from and including December 1, 2006 through and including January 31, 2007 (the “Second Amendment Period” and together with the First Amendment Period, the “Amendment
Periods”). Section 14(a) of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following language, which amendment shall be effective solely during the Second Amendment
Period: 
 “(a) Minimum Consolidated Adjusted Tangible Net Worth. The Sellers shall maintain a Consolidated Adjusted Tangible Net
Worth of at least $365 million.” 
 SECTION 3. Conditions Precedent. This Amendment shall become effective on, with
respect to Section 1, July 1, 2006 and, with respect to Section 2, December 1, 2006 (the “Amendment Effective Dates”), subject to the satisfaction of the following conditions precedent: 
 3.1 Delivered Documents. On the Amendment Effective Date, the Administrative Agent shall have received the following documents, each of which
shall be satisfactory to the Administrative Agent in form and substance: 
 (a) this Amendment, executed and delivered by the duly authorized
officers of the Administrative Agent and the Sellers; and 
 (b) such other documents as the Administrative Agent or counsel to the
Administrative Agent may reasonably request. 
 SECTION 4. Representations and Warranties. Each Seller hereby represents and
warrants to the Administrative Agent that it is in compliance with all the terms and provisions set forth in the Repurchase 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 13 of the Repurchase Agreement. 
 SECTION 5. Limited
Effect. Except as expressly amended and modified by this Amendment, the Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. The amendments set forth in Section 1 and
Section 2 of this Amendment shall expire upon the expiration of the applicable Amendment Period at which time the terms of the Existing Repurchase Agreement shall revert to that set forth in the Existing Repurchase Agreement and be applied on a
prospective basis thereafter. Other than as expressly set forth herein, the execution of this Amendment by the Buyer shall not operate as a waiver of any of its rights, powers or privileges under the Repurchase Agreement or any other Program
Agreement, including without limitation, any rights, powers or privileges relating to other existing or future breaches of, or Defaults or Events of Default under, the Repurchase Agreement or any other Program Agreement (whether the same or of a
similar nature as the breaches identified herein or otherwise) except as expressly set forth herein. 
 SECTION 6.
Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

  

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 SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. 
 [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. 
  

					
	Administrative Agent:	 	CREDIT SUISSE, NEW YORK BRANCH,
		 	as Administrative Agent
			
		 	By:	 	 /s/ Joseph Soave

		 	Name:	 	Joseph Soave
		 	Title:	 	Director
			
		 	By:	 	 /s/ Mark Golombeck

		 	Name:	 	Mark Golombeck
		 	Title:	 	Director
		
	Seller:	 	FIELDSTONE MORTGAGE COMPANY,
		 	as a Seller
			
		 	By:	 	 /s/ Mark C. Krebs

		 	Name:	 	Mark C. Krebs
		 	Title:	 	Senior Vice President and Treasurer
		
	Seller:	 	FIELDSTONE INVESTMENT CORPORATION,
		 	as a Seller
			
		 	By:	 	 /s/ Mark C. Krebs

		 	Name:	 	Mark C. Krebs
		 	Title:	 	Senior Vice President and Treasurer








 The JPMorgan Buying Group: 
  

			
	FALCON ASSET SECURITIZATION COMPANY LLC
	By: JPMorgan Chase Bank, N.A., its attorney-in-fact
		
	By:	 	 /s/ Julie C. Kraft

	Name:	 	Julie C. Kraft
	Title:	 	Vice President
	
	JPMORGAN CHASE BANK, N.A.,
	        as a Group Agent and as a Committed Buyer
		
	By:	 	 /s/ Julie C Kraft

	Name:	 	Julie C. Kraft
	Title:	 	Vice President


 The Alpine Buying Group: 
  

			
	ALPINE SECURITIZATION CORP.,
	        as a Conduit Buyer
		
	By:	 	 /s/ Mark Lengel

	Name:	 	Mark Lengel
	Title:	 	Director
		
	By:	 	 /s/ Scott Spiegel

	Name:	 	 Scott Spiegel 

	Title:	 	Director
	
	CREDIT SUISSE, NEW YORK BRANCH, individually and as a Committed Buyer
		
	By:	 	 /s/ Joseph Soave

	Name:	 	Joseph Soave
	Title:	 	Director
		
	By:	 	 /s/ Mark Golombeck

	Name:	 	Mark Golombeck
	Title:	 	Director