Exhibit 10.4


 


EXECUTION VERSION


 


AMENDMENT NO. 2

TO SECOND MASTER REPURCHASE AGREEMENT


 


Amendment
No. 2, dated as of February 22, 2006 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC (the “Buyer”),
FIELDSTONE MORTGAGE COMPANY (a “Seller”)
and FIELDSTONE INVESTMENT CORPORATION (a “Seller” and, together with Fieldstone Mortgage
Company, the “Sellers”).


 


RECITALS


 


The Buyer and the
Sellers are parties to that certain Second Amended and Restated Master
Repurchase Agreement, dated as of March 31, 2005, as amended by that certain
Amendment No. 1 to Second Master Repurchase Agreement, dated as of October 21,
2005 (as the same may have been amended and supplemented from time to time, 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 Repurchase
Agreement.


 


The Buyer and the
Sellers have agreed, subject to the terms and conditions of this Amendment,
that the Repurchase Agreement be amended to reflect certain agreed upon
revisions to the terms of the Repurchase Agreement.


 


Accordingly, the
Buyer and the Sellers hereby agree, in consideration of the mutual premises and
mutual obligations set forth herein, that the Repurchase Agreement is hereby
amended as follows:


 


SECTION 1.       Definitions.  Section 2 of the Repurchase Agreement is
hereby amended by deleting the definition of “Termination Date” in its entirety
and replacing the same with the following:


 


““Termination Date”
means the earlier of (a) April 30, 2006 or (b) the date of the occurrence of an
Event of Default.”


 


SECTION 2.       Conditions Precedent.  This Amendment shall become effective on
February 22, 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 by a duly authorized officer of the Buyer and Sellers;


 


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


 


SECTION 3.       Representations and Warranties.  Each of the Sellers hereby represents and
warrants to the Buyer that they are in compliance with all the terms and


 


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provisions set forth in the Repurchase
Agreement on their part to be observed or performed, and that no Event of
Default has occurred or is continuing, and hereby confirm and reaffirm the
representations and warranties contained in Section 13 of the Repurchase
Agreement.


 


SECTION 4.       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.


 


SECTION 5.       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.


 


SECTION 6.        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.


 


	
  Buyer:

  	
  CREDIT SUISSE FIRST BOSTON

  MORTGAGE CAPITAL LLC,

  as Buyer 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce S. Kaiserman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce S. Kaiserman

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Seller:

  	
  FIELDSTONE MORTGAGE COMPANY,

  as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark C. Krebs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark C. Krebs

  
	
   

  	
   

  	
  Title:

  	
  Sr. Vice President & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Seller:

  	
  FIELDSTONE INVESTMENT

  CORPORATION,

  as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark C. Krebs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark C. Krebs

  
	
   

  	
   

  	
  Title:

  	
  Sr. Vice President & Treasurer