EX-10.1(a)






Exhibit 10.1(a)




Execution




SECOND AMENDMENT TO




SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT




GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS




This Second Amendment, dated as of October 31, 2006 (this “Amendment”), to the Second
Amended and Restated Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans,
dated as of December 29, 2004 and amended as of December 28, 2005 (as amended, the “Repurchase
Agreement”), is made by and among LEHMAN BROTHERS BANK, FSB (“Buyer”), FIELDSTONE
INVESTMENT CORPORATION (“FIC”) and FIELDSTONE MORTGAGE COMPANY (“FMC”) (FIC and FMC
shall be individually and collectively referred to as “Seller”). Buyer, FMC and FIC may be
collectively referred to herein as the “Parties”.



RECITALS




WHEREAS, pursuant to the Repurchase Agreement, Buyer has agreed, subject to the terms and
conditions set forth in the Repurchase Agreement, to purchase certain Mortgage Loans owned by
Seller, including, without limitation, all rights of Seller to service and administer such Mortgage
Loans; and



WHEREAS, the Parties desire to amend the Repurchase Agreement as set forth herein.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:



Section 1. Definitions. Capitalized terms used but not otherwise defined herein have
the meanings given them in the Repurchase Agreement.



Section 2. Amendments to Repurchase Agreement. Subject to Section 4 hereof, the
Repurchase Agreement shall be amended as follows:



(a) References in the Repurchase Agreement to “this Agreement” or words of similar import
(including indirect references to the Repurchase Agreement) shall, without limitation, be deemed to
be references to the Repurchase Agreement as amended by this Amendment.



(b) Section 3(g) is hereby deleted in its entirety and replaced with the following:



(g) Maximum Facility Amount. Except as set forth herein, with
respect to all Transactions hereunder, the aggregate Purchase Price for all
Purchased Mortgage Loans at any one time subject to then outstanding
Transactions shall not exceed THREE HUNDRED MILLION DOLLARS ($300,000,000);
provided, however, that with respect to all Transactions hereunder from and
including October 31, 2006 through and including December 27, 2006, the
aggregate Purchase Price for all Purchased Mortgage Loans at any one time
subject to then outstanding Transactions shall not exceed FIVE HUNDRED
MILLION DOLLARS ($500,000,000) (the “Total Facility Amount”);



(c) Solely for the period beginning on October 31, 2006 and ending on December 27, 2006,
references to “Pricing and Fee Letter” are hereby deemed to be reference to that certain Amended
and Restated Pricing and Fee Letter between Sellers and Buyer dated as of the date of this
Amendment.



Section 3. Representations and Warranties. Seller hereby represents and warrants to
Buyer that (a) both immediately before and after giving effect to the amendments set forth in
Section 2 of this Amendment, no Event of Default shall have occurred and be continuing, (b) the
representations and warranties of Seller set forth in Section 10 of the Repurchase Agreement are
true and complete as if made on and as of such date and as if each reference in said Section 10 to
“this Agreement” included reference to the Repurchase Agreement as amended hereby, (c) this
Amendment constitutes the legal, valid and binding obligation of Seller, enforceable against Seller
in accordance with its terms and (d) the execution and delivery by Seller of this Amendment has
been duly authorized by all requisite corporate action on the part of Seller and will not violate
any provision of Seller’s organizational documents.



Section 4. Conditions Precedent. The amendments set forth in Section 2 above shall
not become effective unless, on or before October 31, 2006, Buyer shall have received all of the
following documents, each of which shall be satisfactory in form and substance to Buyer and its
counsel:



(a) Amendment. This Amendment, duly completed, executed and delivered by Seller;



(b) Pricing and Fee Letter. The Amended and Restated Pricing and Fee Letter, duly
completed, executed and delivered by Seller; and



(c) Other Documents. Such other documents as Buyer may reasonably request.



Section 5. Miscellaneous.



(a) Except as expressly amended by Section 2 hereof, the Repurchase Agreement remains
unaltered and in full force and effect. Each of the Parties hereby reaffirms all terms and
covenants made in the Repurchase Agreement as amended hereby.



(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of any Party under the Repurchase Agreement, or any other document,
instrument or agreement executed and/or delivered in connection therewith.



(c) THIS AMENDMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.



(d) This Amendment may be executed in any number of counterparts, and all such counterparts
shall together constitute the same agreement. Any signature delivered by a party via facsimile
shall be deemed to be an original signature hereto.



[SIGNATURE PAGE TO FOLLOW]




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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of
the day and year first above written.




SELLER:




FIELDSTONE MORTGAGE COMPANY




By: /s/ Mark C. Krebs

Name: Mark C. Krebs

Title: Sr. Vice President & Treasurer





FIELDSTONE INVESTMENT CORPORATION




By: /s/ Mark C. Krebs

Name: Mark C. Krebs

Title: Sr. Vice President & Treasurer





BUYER:




LEHMAN BROTHERS BANK, FSB




By: /s/ Fred C. Madonna

Name: Fred C. Madonna

Title: Authorized Signature





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