Exhibit 10.3(4)


 


AMENDMENT NO. 4 

TO MASTER REPURCHASE AGREEMENT


 


This FOURTH AMENDMENT TO MASTER
REPURCHASE 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, 2004
as 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 the
meanings given to them in the Existing Repurchase Agreement.


 


RECITALS


 


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


 


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


 


SECTION 1.           Definitions.  Section 2 of the Existing Repurchase
Agreement is hereby amended by deleting the definition of “Termination Date” in
its entirety and replacing it with the following:


 


““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 the
following conditions precedent:


 


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


 


(a)           this
Amendment, executed and delivered and duly authorized officers of the Buyer and
the Sellers; and


 


(b)           such
other documents as the Buyer or counsel to the Buyer may reasonably request.


 





















 


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


 


SECTION 4.           Fees.  The Seller agrees to pay as and when billed
by the Buyer all of the reasonable fees, disbursements and expenses of counsel
to the Buyer in connection with the development, preparation and execution of,
this Amendment or any other documents prepared in connection herewith and
receipt of payment thereof shall be a condition precedent to the Buyer entering
into any Transaction pursuant hereto.


 


SECTION 5.           Confidentiality.  The parties hereto acknowledge that this
Amendment, the Existing Repurchase Agreement, and all drafts thereof, documents
relating thereto and transactions contemplated thereby are confidential in
nature and the Seller agree that, unless otherwise directed by a court of
competent jurisdiction or as is necessary to do so in working with governmental
agencies or regulatory bodies in order to comply with any applicable federal or
state laws, they shall limit the distribution of such documents and the
discussion of such transactions to such of its officers, employees, attorneys,
accountants and agents as is required in order to fulfill its obligations under
such documents and with respect to such transactions.


 


SECTION 6.           GOVERNING LAW.  THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


 


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


 


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


 


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the parties have caused their
names to be signed hereto by their respective officers thereunto duly
authorized 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: