**Exhibit 10.4.3**

SECOND AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 

THIS SECOND AMENDMENT, dated as of December 14, 2005, amends and modifies a certain Amended and Restated Credit Agreement, dated as ofNovember 16, 2005, as amended by an Amendment dated as of December 5, 2005 (as so amended, the “Credit Agreement”), between MMA MORTGAGE INVESTMENT CORPORATION (the “Borrower”) and U.S. BANK NATIONAL ASSOCIATION (the“Bank”). Terms not otherwise expressly defined herein shall have the meanings set forth in the Credit Agreement. 

FOR VALUERECEIVED, the Borrower and the Bank agree that the Credit Agreement is amended as follows. 

ARTICLE I - AMENDMENTS TO THE CREDIT AGREEMENT

1.1 Commitments. The Definition of “Commitments” in Section 1.1 is amended to read as follows: 

“‘Commitments’ means the maximum unpaid principal amount of Advances which may from time to time be outstanding asprovided in Section 2.1 hereof and, as the context may require, the agreement of the Bank to make Advances to the Borrower subject to the terms and conditions of this Agreement. The Commitment shall initially be in the following amounts,each as reduced from time to time as provided in Section 2.9(a) hereof: 

(a) the ‘Revolving Commitment’, in theamount of (i) $110,000,000 as of the date of this Agreement through and including December 4, 2005, (ii) $160,000,000 from December 5, 2005 through and including March 15, 2006, and (iii) $75,000,000 from March 16,2006, through and including the Termination Date, which Revolving Commitments shall be further limited to the following: 

(i) the fullRevolving Commitment for Warehousing Advances; 

(ii) the lesser of (A) (x) $55,000,000 as of the date of this Agreement throughand including December 1, 2005, (y) $105,000,000 from December 2, 2005 through and including December 31, 2005, and (z) $55,000,000 from January 1, 2006, through and including the Termination Date, or (B) the fullRevolving Commitment, for Investment Advances (the ‘Investment Sublimit’); 

(iii) the lesser of(A) (x) $10,000,000 as of the date of this Agreement through and including December 13, 2005, (y) $62,000,000 from December 14, 2005 through and including March 15, 2006, and (z)

$10,000,000 from March 16, 2006, through and including the Termination Date, or (B) the fullRevolving Commitment, for Bridge Advances (the ‘Bridge Sublimit’); and 

(b) the ‘Fannie Mae Commitment’ inthe amount of the lesser of (i) $10,000,000, or (ii) the full Revolving Commitment, for Fannie Mae Advances.” 

1.2Maturity of Certain Bridge Advances. Section 2.5(ii) is amended by adding the following sentence at the end of such Section: 

“Notwithstanding the foregoing repayment requirements, the Bridge Advances that cause the aggregate amounts of the Bridge Advances to exceed $10,000,000 shall be paid upon reduction of the Bridge Sublimit to $10,000,000, as provided inthe definition thereof.” 

1.3 Construction. All references in the Credit Agreement to “this Agreement”,“herein” and similar references shall be deemed to refer to the Credit Agreement as amended by this Amendment. 

ARTICLE II -REPRESENTATIONS AND WARRANTIES 

To induce the Bank to enter into this Amendment and to make and maintain the Loans under the CreditAgreement as amended hereby, the Borrower hereby warrants and represents to the Bank that it is duly authorized to execute and deliver this Amendment, and to perform its obligations under the Credit Agreement as amended hereby, and that thisAmendment constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms. 

ARTICLE III -CONDITIONS PRECEDENT 

This Amendment shall become effective on the date first set forth above, provided, however, that the effectiveness ofthis Amendment is subject to the satisfaction of each of the following conditions precedent: 

3.1 Warranties. Before and after givingeffect to this Amendment, the representations and warranties in Article III of the Credit Agreement shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. Theexecution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition. 

3.2 Defaults. Before and after giving effect to this Amendment, no Default and no Event of Default shall have occurred and be continuing under the Credit Agreement. The execution by the Borrower of this Amendment shall be deemed arepresentation that the Borrower has complied with the foregoing condition. 

3.3 Documents. The Borrower shall have executed anddelivered this Amendment. 

 

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ARTICLE IV - GENERAL 

4.1 Expenses. The Borrower agrees to reimburse the Bank upon demand for all reasonable expenses (including reasonable attorneys’ fees and legal expenses) incurred by this Bank in the preparation,negotiation and execution of this Amendment and any other document required to be furnished herewith, and in enforcing the obligations of the Borrower hereunder, and to pay and save the Bank harmless from all liability for, any stamp or other taxeswhich may be payable with respect to the execution or delivery of this Amendment, which obligations of the Borrower shall survive any termination of the Credit Agreement. 

4.2 Counterparts. This Amendment may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts, each of which, when so executed,shall be deemed an original but all such counterparts shall constitute but one and the same instrument. 

4.3 Severability. Anyprovision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affectingthe validity or enforceability of such provisions in any other jurisdiction. 

4.4 Law; Consent to Jurisdiction; Waiver of JuryTrial. This Amendment shall be a contract made under the laws of the State of Minnesota, which laws shall govern all the rights and duties hereunder. This Amendment shall be subject to the Consent to Jurisdiction and Waiver of Jury Trialprovisions of the Credit Agreement. 

4.5 Successors; Enforceability. This Amendment shall be binding upon the Borrower and the Bankand their respective successors and assigns, and shall inure to the benefit of the Borrower and the Bank and the successors and assigns of the Bank. Except as hereby amended, the Credit Agreement shall remain in full force and effect and is herebyratified and confirmed in all respects. 

(signature page follows) 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed at Minneapolis,Minnesota by their respective officers thereunto duly authorized as of the date first written above. 

 
U.S. BANK NATIONAL ASSOCIATIONBy 
/s/ Randy S. Baker
Title: Vice PresidentMMA MORTGAGE INVESTMENT CORPORATIONBy: 
/s/ Anthony Mifsud
Title: Senior Vice President and Treasurer
 

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