Exhibit 10.3(1)


AMENDMENT
NO. 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 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 (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.           Existing
Indebtedness.  Schedule 2 of the
Existing Repurchase Agreement is hereby deleted in its entirety and replaced
with Exhibit A hereto.


SECTION 2.           Takeout
Investors.  Schedule 3 of the
Existing Repurchase Agreement is hereby deleted in its entirety and replaced
with Exhibit B hereto.


SECTION 3.           Future
Amendments.  As of the Amendment
Effective Date, Buyer and Sellers agree that further amendments to Schedule 2
and Schedule 3 of the Existing Repurchase Agreement may be consented to by
Buyer in writing (which may include electronic transmissions).


SECTION 4.           Conditions
Precedent.  This Amendment shall
become effective on May 10, 2005 (the “Amendment Effective Date”)
subject to the satisfaction of the following conditions precedent:


4.1           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,
the Sellers and the Guarantor; and


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


 





















 


SECTION 5.           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 6.           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 7.           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 8.           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 9.           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 10.         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:

  	
   

  



 





















 


EXHIBIT A
TO AMENDMENT NO. 1


 


 


SCHEDULE 2


 


 


EXISTING
INDEBTEDNESS


 


Indebtedness pursuant to
the Revolving Credit and Security Agreement, dated March 13, 2001, by and
between Countrywide Warehouse Lending and Fieldstone Mortgage Company as
amended from time to time


 


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


 


Indebtedness pursuant to
the Credit Agreement, dated July 23, 2003, between Fieldstone Mortgage Company
and Guaranty Bank as amended from time to time


 


Indebtedness pursuant to
the Mortgage Loan Purchase and Sale Agreement, dated July 23, 2003, by and
between Fieldstone Mortgage Company and Guaranty Bank as amended from time to
time


 


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


 


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


 


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


 


Indebtedness in
connection with Acceptable SPVs relating to Structured Securities Debt:


•              Fieldstone Mortgage Investment
Corporation — Series 2003-1


•              Fieldstone Mortgage Investment
Trust — Series 2004-1


•              Fieldstone Mortgage Investment
Trust — Series 2004-2


•              Fieldstone Mortgage Investment
Trust — Series 2004-3


•              Fieldstone Mortgage Investment
Trust — Series 2004-4


 


Ex. A-1





















 


EXHIBIT B
TO 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 Mortgage

Fieldstone Investment Corporation

J.P. Morgan Mortgage Acquisition Corp.


 


Ex. B-1