EX-10.1






Exhibit 10.1




EXECUTION VERSION




AMENDMENT NO. 1

TO AMENDED AND RESTATED MASTER

REPURCHASE AGREEMENT




Amendment No. 1, dated as of December 29, 2006 (this “Amendment”) is entered into by
and among FIELDSTONE MORTGAGE COMPANY, a Maryland corporation (“FMC” and a
“Seller”), FIELDSTONE INVESTMENT CORPORATION, a Maryland corporation (“FIC” and a
“Seller” and, together with FMC, the “Sellers”), and MERRILL LYNCH BANK USA, a Utah
industrial loan corporation (the “Buyer”).



RECITALS




The Buyer and the Sellers are parties to that certain Amended and Restated Master Repurchase
Agreement, dated as of October 31, 2006, (as the same may have been amended and supplemented from
time to time, the “Existing Repurchase Agreement” and 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 Buyer and the 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 Buyer 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. Waiver. For purposes of this Amendment, this Section 1 will be effective
only for the period from and including October 1, 2006 through and including December 31, 2006 (the
“Waiver Period”).



1.1 Covenants. Section 12(k) of the Existing Repurchase Agreement is hereby
temporarily amended by deleting clause (i) thereto in its entirety and replacing it with the
following language:



“(i) Maintenance of Consolidated Tangible Net Worth. FIC shall maintain a
Consolidated Tangible Net Worth of not less than $375,000,000.”



SECTION 2. Conditions Precedent. This Amendment shall become effective on October 1,
2006 (the “Amendment Effective Date”) subject to the satisfaction of the following
conditions precedent:



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




(a) this Amendment, executed and delivered and duly authorized officers of the Buyer
and the Sellers; and




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



SECTION 3. Limited Effect. Except as expressly amended and modified by this
Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force
and effect in accordance with its terms. Section 1 of this Amendment shall expire upon the
expiration of the Waiver 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 Repurchase Document, 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 Repurchase Document (whether the same or of a similar
nature as the breaches identified herein or otherwise) except as expressly set forth herein.



SECTION 4. Fees. The Sellers agree to pay as and when billed by the Buyer all of the
reasonable fees, disbursements and expenses of counsel to the Buyer 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 Buyer
entering into any Transaction pursuant hereto.



SECTION 5. Confidentiality. The parties hereto acknowledge that this Amendment, the
Existing Repurchase Agreement, and all drafts thereof, documents relating thereto and transactions
contemplated thereby are confidential in nature and the Seller agree that, unless otherwise
directed by a court of competent jurisdiction or as is necessary to do so in working with
governmental agencies or regulatory bodies in order to comply with any applicable federal or state
laws, they shall limit the distribution of such documents and the discussion of such transactions
to such of its officers, employees, attorneys, accountants and agents as is required in order to
fulfill its obligations under such documents and with respect to such transactions.



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 Repurchase 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.




Buyer: MERRILL LYNCH BANK USA, as Buyer




By: /s/ James Cason

Name: James Cason

Title: Vice President





Seller: FIELDSTONE INVESTMENT CORPORATION, as Seller




By: /s/ Mark C. Krebs

Name: Mark C. Krebs

Title: Sr. Vice President & Treasurer





Seller: FIELDSTONE MORTGAGE COMPANY, as Seller




By: /s/ Mark C. Krebs

Name: Mark C. Krebs

Title: Sr. Vice President & Treasurer





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