**Exhibit 10.3(4)**

 

**AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT**

 

This **FOURTH AMENDMENT TO MASTERREPURCHASE AGREEMENT** (this “Amendment”) is dated as of November 9,2005 and is entered into by and among FIELDSTONE INVESTMENT CORPORATION (“FIC”and a “Seller”), FIELDSTONE MORTGAGE COMPANY (“FMC” and a “Seller”,and together with FIC, the “Sellers”) and MERRILL LYNCH BANK USA (the “Buyer”)to that certain Master Repurchase Agreement dated as of November 12, 2004as amended by Amendment No. 1 to Master Repurchase Agreement dated as of May 10,2005, Amendment No. 2 to Master Repurchase Agreement dated as of June 1,2005 and Amendment No. 3 to Master Repurchase Agreement dated as of July 11,2005 (the “Existing Repurchase Agreement”, as amended by this Amendment,the “Repurchase Agreement”). Capitalized terms used but not otherwise defined herein shall have themeanings given to them in the Existing Repurchase Agreement.

 

RECITALS

 

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

 

Accordingly, the Buyer and the Sellers hereby agree,in consideration of the mutual promises and mutual obligations set forthherein, that the Existing Repurchase Agreement is hereby amended as follows:

 

# SECTION 1.           Definitions.  Section 2 of the Existing RepurchaseAgreement is hereby amended by deleting the definition of “Termination Date” inits entirety and replacing it with the following:

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““Termination Date” shall mean December 9,2005.”

 

# SECTION 2.           Conditions Precedent.  This Amendment shall become effective on November 9,2005 (the “Amendment Effective Date”) subject to the satisfaction of thefollowing conditions precedent:

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

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

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

 

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# SECTION 3.           Limited Effect.  Except as expressly amended and modified bythis Amendment, the Existing Repurchase Agreement shall continue to be, andshall remain, in full force and effect in accordance with its terms.

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# SECTION 4.           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.

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# SECTION 5.           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.

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# SECTION 6.           **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.**

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# SECTION 7.           Counterparts.  This Amendment may be executed in one or morecounterparts and by different parties hereto on separate counterparts, each ofwhich, when so executed, shall constitute one and the same agreement.

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# SECTION 8.           Conflicts.  The parties hereto agree that in the eventthere is any conflict between the terms of this Amendment, and the terms of theExisting Repurchase Agreement, the provisions of this Amendment shall control.

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the parties have caused theirnames to be signed hereto by their respective officers thereunto dulyauthorized as of the day and year first above 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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