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Exhibit 10.14(2)  


 
 

FIRST AMENDMENT TO
  MORTGAGE LOAN PURCHASE AND SALE AGREEMENT    
    



        THIS FIRST AMENDMENT TO MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (herein called this "Amendment") made as of June 30, 2004 by and between FIELDSTONE
MORTGAGE COMPANY, a Maryland corporation ("Seller"), and GUARANTY BANK, a federal savings bank ("Buyer"). 


W
I T N E S S E T H: 


        WHEREAS,
Seller and Buyer have entered into that certain Mortgage Loan Purchase and Sale Agreement dated as of July 23, 2003 (the "Original Purchase Agreement"), pursuant to which
Buyer may purchase Mortgage Loans from Seller form time to time as therein provided; and 


        WHEREAS,
Seller and Buyer desire to amend the Original Purchase Agreement as provided herein; 



        NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Purchase Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: 


 
 

ARTICLE I.    
    


 
  Definitions and References



        §
1.1.    Terms Defined in the Original Purchase Agreement.    Unless the context otherwise requires or
unless otherwise expressly defined herein, the terms defined in the Original Purchase Agreement shall have the same meanings whenever used in this Amendment. 


        §
1.2.    Other Defined Terms.    Unless the context otherwise requires, the following terms when used in
this Amendment shall have the meanings assigned to them in this 1.2. 


        "Amendment" means this First Amendment to Mortgage Loan Purchase and Sale Agreement. 


        "Original Omnibus Certificate" means the Omnibus Certificate dated July 23, 2003 executed and delivered by officers of Seller
pursuant to the Original Purchase Agreement. 


        "Purchase Agreement" means the Original Purchase Agreement as amended hereby. 


 
 

ARTICLE II    
    


 
  Amendments to Original Purchase Agreement


        §
2.1.    Definitions.    The following definition in Article I of the Original Agreement is hereby
amended in its entirety to read as follows: 



        "'Pass-Through Rate' means the Eurodollar Rate plus 0.80% per annum." 



 
 

ARTICLE III.    
    


 
  Conditions, Representations and Warranties



        §
3.1.    Effective Date.    This Amendment shall become effective as of the date first above written when
and only when: 



        (a)
Buyer shall have received, at Buyer's office, a duly executed counterpart of this Amendment, and (ii) a duly executed certificate of the chief executive officer and vice
president of 








 

Seller
certifying that (i) resolutions of its board of directors attached to the Original Omnibus Certificate authorize the execution, delivery, and performance of this Amendment and identify
the officers authorized to sign this Amendment are in full force and effect, (ii) the specimen signatures of the officers so authorized which were attached to the Original Omnibus Certificate
are true and correct, (iii) the organizational documents of Seller attached to the Original Omnibus Certificate have not been amended since the date of the Original Omnibus Certificate. 


        (b)
The representations and warranties contained in Section 3.01 of the Original Purchase Agreement are true and correct at and as of the time of the effectiveness hereof. 


        (c)
Seller is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Purchase Agreement. Seller has
duly taken all
corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the obligations of Seller hereunder. 


        (d)
The execution and delivery by Seller of this Amendment, the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby do not and
will not conflict with any provision of law, statute, rule or regulation or of the certificate of formation or limited liability company agreement of Seller, or of any material agreement, judgment,
license, order or permit applicable to or binding upon Seller, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Seller. Except for those which have been
duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Seller of this Amendment
or to consummate the transactions contemplated hereby. 


        (e)
When duly executed and delivered, this Amendment will be a legal and binding instrument and agreement of Seller, enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally. 



 
 

ARTICLE IV.    
    


 
  Miscellaneous


        §
4.1.    Ratification of Agreement.    The Original Purchase Agreement as hereby amended is hereby
ratified and confirmed in all respects. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of
Buyer under the Purchase Agreement nor constitute a waiver of any provision of the Purchase Agreement. 


        §
4.2.    Survival of Agreements.    All representations, warranties, covenants and agreements of Seller
herein shall survive the execution and delivery of this Amendment and the performance hereof. All statements and agreements contained in any certificate or instrument delivered by Seller hereunder or
under the Purchase Agreement to Buyer shall be deemed to constitute representations and warranties by, or agreements and covenants of, Seller under this Amendment and under the Purchase Agreement. 


        §
4.3.    Governing Law.    This Amendment shall be governed by and construed in accordance with the laws
of the State of Texas and any applicable laws of the United States of America in all respects, including construction, validity and performance. 


        §
4.4.    Counterparts; Fax.    This Amendment may be separately executed in counterparts and by the
different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment may be duly executed by facsimile or other
electronic transmission. 


        THIS
AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. 


        THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 


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remainder of this page is intentionally left blank.] 


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        IN
WITNESS WHEREOF, this Amendment is executed as of the date first above written. 



	 	FIELDSTONE MORTGAGE COMPANY
	

 	

By:	

/s/  MARK C. KREBS      

	 	 	Name:  Mark C. Krebs
	 	 	Title:  Sr. Vice President & Treasurer
	

 	

GUARANTY BANK
	

 	

By:	

/s/  CAROLYN ESKRIDGE      
 Carolyn Eskridge

Senior Vice President




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FIRST AMENDMENT TO MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

ARTICLE I.

Definitions and References

ARTICLE II

Amendments to Original Purchase Agreement

ARTICLE III.

Conditions, Representations and Warranties

ARTICLE IV.

Miscellaneous