**Exhibit 10.3(1)**

**AMENDMENTNO. 1 TO MASTER REPURCHASE AGREEMENT**

                This **FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT** (this “Amendment”)is dated as of May 10, 2005 and is entered into by and among FIELDSTONEINVESTMENT CORPORATION (“FIC” and a “Seller”), FIELDSTONEMORTGAGE COMPANY (“FMC” and a “Seller”, and together with FIC,the “Sellers””) and MERRILL LYNCH BANK USA (the “Buyer”) to thatcertain Master Repurchase Agreement dated as of November 12, 2004 (the “ExistingRepurchase Agreement”, as amended by this Amendment, the “RepurchaseAgreement”).  Capitalized terms usedbut not otherwise defined herein shall have the meanings given to them in theExisting Repurchase Agreement.

RECITALS

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

Accordingly, the Buyerand the Sellers hereby agree, in consideration of the mutual promises andmutual obligations set forth herein, that the Existing Repurchase Agreement ishereby amended as follows:

# SECTION 1.           ExistingIndebtedness.  Schedule 2 of theExisting Repurchase Agreement is hereby deleted in its entirety and replacedwith Exhibit A hereto.

# SECTION 2.           TakeoutInvestors.  Schedule 3 of theExisting Repurchase Agreement is hereby deleted in its entirety and replacedwith Exhibit B hereto.

# SECTION 3.           FutureAmendments.  As of the AmendmentEffective Date, Buyer and Sellers agree that further amendments to Schedule 2and Schedule 3 of the Existing Repurchase Agreement may be consented to byBuyer in writing (which may include electronic transmissions).

# SECTION 4.           ConditionsPrecedent.  This Amendment shallbecome effective on May 10, 2005 (the “Amendment Effective Date”)subject to the satisfaction of the following conditions precedent:

## 4.1           DeliveredDocuments.  On the AmendmentEffective Date, the Buyer shall have received the following documents, each ofwhich shall be satisfactory to the Buyer in form and substance:

### (a)           thisAmendment, executed and delivered and duly authorized officers of the Buyer,the Sellers and the Guarantor; and

### (b)           suchother documents as the Buyer or counsel to the Buyer may reasonably request.

###  

### 

###  

# SECTION 5.           LimitedEffect.  Except as expressly amendedand modified by this Amendment, the Existing Repurchase Agreement shallcontinue to be, and shall remain, in full force and effect in accordance withits terms.

# SECTION 6.           Fees.  The Seller agrees to pay as and when billedby the Buyer all of the reasonable fees, disbursements and expenses of counselto the Buyer in connection with the development, preparation and execution of,this Amendment or any other documents prepared in connection herewith andreceipt of payment thereof shall be a condition precedent to the Buyer enteringinto any Transaction pursuant hereto.

# SECTION 7.           Confidentiality.  The parties hereto acknowledge that thisAmendment, the Existing Repurchase Agreement, and all drafts thereof, documentsrelating thereto and transactions contemplated thereby are confidential innature and the Seller agree that, unless otherwise directed by a court ofcompetent jurisdiction or as is necessary to do so in working with governmentalagencies or regulatory bodies in order to comply with any applicable federal orstate laws, they shall limit the distribution of such documents and thediscussion of such transactions to such of its officers, employees, attorneys,accountants and agents as is required in order to fulfill its obligations undersuch documents and with respect to such transactions.

# SECTION 8.           **GOVERNING LAW.**  **THIS AMENDMENT SHALL BECONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THEOBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINEDIN ACCORDANCE WITH SUCH LAWS.**

# SECTION 9.           Counterparts. This Amendment may be executed in one ormore counterparts and by different parties hereto on separate counterparts,each of which, when so executed, shall constitute one and the same agreement.

# SECTION 10.         Conflicts. The parties hereto agree that in theevent there is any conflict between the terms of this Amendment, and the termsof the Existing Repurchase Agreement, the provisions of this Amendment shallcontrol.

[SIGNATURE PAGE FOLLOWS]

 

2

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IN WITNESSWHEREOF, the parties have caused their names to be signed hereto by theirrespective officers thereunto duly authorized as of the day and year firstabove written.

 
| Buyer:  | **MERRILL LYNCH BANK USA,**             | ** ** |
|---------|-----------------------------------------|------------|
|    | **as Buyer**                            |       |
|    | ** **                              |       |
|    | ** **                              |       |
|    | By:                                |       |   |
|    |                                    | Name:      |   |
|    |                                    | Title:     |   |
|    |                                    |       |
|    |                                    |       |
| Seller: | **FIELDSTONE INVESTMENT  CORPORATION,** | ** ** |
|    | **as Seller**                           |       |
|    | ** **                              |       |
|    | ** **                              |       |
|    | By:                                |       |   |
|    |                                    | Name:      |   |
|    |                                    | Title:     |   |
|    |                                    |       |
|    |                                    |       |
| Seller: | **FIELDSTONE MORTGAGE COMPANY,**        | ** ** |
|    | **as Seller**                           |       |
|    | ** **                              |       |
|    | ** **                              |       |
|    | By:                                |       |   |
|    |                                    | Name:      |   |
|    |                                    | Title:     |   |

 

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**EXHIBIT ATO AMENDMENT NO. 1**

 

 

SCHEDULE 2

 

 

EXISTINGINDEBTEDNESS

 

Indebtedness pursuant tothe Revolving Credit and Security Agreement, dated March 13, 2001, by andbetween Countrywide Warehouse Lending and Fieldstone Mortgage Company asamended from time to time

 

Indebtedness pursuant tothe 4/04 Amended and Restated Senior Secured Credit Agreement, dated April 21,2004, among Fieldstone Investment Corporation, Fieldstone Mortgage Company andJPMorgan Chase Bank

 

Indebtedness pursuant tothe Credit Agreement, dated July 23, 2003, between Fieldstone Mortgage Companyand Guaranty Bank as amended from time to time

 

Indebtedness pursuant tothe Mortgage Loan Purchase and Sale Agreement, dated July 23, 2003, by andbetween Fieldstone Mortgage Company and Guaranty Bank as amended from time totime

 

Indebtedness pursuant tothe Amended and Restated Master Repurchase Agreement, dated March 31, 2005,among Credit Suisse First Boston Mortgage Capital LLC, Fieldstone MortgageCompany and Fieldstone Investment Corporation as amended from time to time

 

Indebtedness pursuant tothe Amended and Restated Master Repurchase Agreement Governing Purchases andSales of Mortgage Loans, dated December 31, 2003, among Lehman Brothers Bank,FSB, Fieldstone Investment Corporation and Fieldstone Mortgage Company asamended from time to time

 

Indebtedness pursuant to(i) the Subordinated Amended and Restated Revolving Promissory Note made by FICto the order of FMC dated as of March 31, 2005 in the original principal amountof Fifty Million Dollars ($50,000,000) and (ii) the Subordinated Amended andRestated Revolving Promissory Note made by FMC to the order of FIC dated as ofMarch 31, 2005 in the original principal amount of Two Hundred Million Dollars($200,000,000).

 

Indebtedness inconnection with Acceptable SPVs relating to Structured Securities Debt:

•              Fieldstone Mortgage InvestmentCorporation — Series 2003-1

•              Fieldstone Mortgage InvestmentTrust — Series 2004-1

•              Fieldstone Mortgage InvestmentTrust — Series 2004-2

•              Fieldstone Mortgage InvestmentTrust — Series 2004-3

•              Fieldstone Mortgage InvestmentTrust — Series 2004-4

 

Ex. A-1

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**EXHIBIT BTO AMENDMENT NO. 1**

 

SCHEDULE 3

 

 

TAKEOUT INVESTORS

 

 

Auroa Loan Services

Countrywide Home Loans

CSFB

Household

Leader Mortgage

Lehman Bros.

Morgan Stanley

National City Mortgage

Regions Mortgage

WAMU

Wells Fargo

GMAC RFC

Suntrust

Chase

RBMG

Bear Stearns

EMC Mortgage

Irwin Mortgage

Citi MortgageFieldstone Investment CorporationJ.P. Morgan Mortgage Acquisition Corp.

 

Ex. B-1

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