Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT NO. 5 

TO MASTER REPURCHASE AGREEMENT


 


This FIFTH
AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”)
is dated as of December 6, 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, Amendment No. 3 to Master Repurchase Agreement dated as of July 11,
2005 and Amendment No. 4 to Master Repurchase Agreement dated as of November 9,
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:


 


1.1                                 adding
the following defined terms in the proper alphabetical order:


 


““High Purchase Price Mortgage Loan” shall mean
a Purchased Mortgage Loan designated as a High Purchase Price Mortgage Loan by
Seller in accordance with Section 3.”


 


““Low Purchase Price Mortgage Loan” shall mean
a Purchased Mortgage Loan designated as a Low Purchase Price Mortgage Loan by
Seller in accordance with Section 3.”


 


1.2                                 deleting
the definitions of “Material Adverse Effect”, “Maximum Purchase Price”, “Pricing
Spread”, “Purchase Price Percentage”, “Seller Excluded Guarantees” and “Termination
Date” in their entirety and replacing them with the following:


 


 ““Material
Adverse Effect” shall mean (a) a material adverse change in, or a
material adverse effect upon, the operations, business, Property, condition
(financial or otherwise) or prospects of the Sellers, taken as a whole, (b) a
material impairment of the ability of any of the Sellers to perform under any
of the Repurchase Documents to which it is a party, or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability of
any of the Repurchase Documents.”


 





















 


““Maximum Purchase Price”
shall mean $300,000,000.”


 


““Pricing Spread” shall mean:


 


(a)                                  with
respect to Transactions the subject of which are High Purchase Price Mortgage
Loans which are:


 


(i)                                     Mortgage
Loans other than Wet-Ink Mortgage Loans, 0.80%; or


 


(ii)                                  Wet-Ink
Mortgage Loans, 1.125%.


 


(b)                                 with
respect to Transactions the subject of which are Low Purchase Price Mortgage
Loans which are:


 


(i)                                     Mortgage
Loans other than Wet-Ink Mortgage Loans, 0.625%; or


 


(ii)                                  Wet-Ink
Mortgage Loans, 1.00%.


 


““Purchase Price Percentage” shall mean:


 


(a) in the case of
Mortgage Loans, that are High Purchase Price Mortgage Loans, the following
percentage, as applicable:


 


(i)                                     with
respect to each Mortgage Loan which is a Wet-Ink Mortgage Loan (other than a
Conforming Mortgage Loan or Jumbo Mortgage Loan, that, in either case, is a
Wet-Ink Mortgage Loan), 93%;


 


(ii)                                  with
respect to each Mortgage Loan which is a Wet-Ink Mortgage Loan that is either a
Conforming Mortgage Loan or Jumbo Mortgage Loan, 95%;


 


(iii)                               with
respect to each Mortgage Loan (other than a Conforming Mortgage Loan, Jumbo
Mortgage Loan or Wet-Ink Mortgage Loan), 97%; and


 


(iv)                              with
respect to each Mortgage Loan which is a Conforming Mortgage Loan or a Jumbo
Mortgage Loan (other than a Wet-Ink Mortgage Loan), 98%.


 


(b) in the case of
Mortgage Loans, that are Low Purchase Price Mortgage Loans, the following
percentage, as applicable:


 


(i)                                     with
respect to each Mortgage Loan which is a Wet-Ink Mortgage Loan (other than a
Conforming Mortgage Loan or Jumbo Mortgage Loan, that, in either case, is a
Wet-Ink Mortgage Loan), 91%;


 


(ii)                                  with
respect to each Mortgage Loan which is a Wet-Ink Mortgage Loan that is either a
Conforming Mortgage Loan or Jumbo Mortgage Loan, 93%;


 


(iii)                               with
respect to each Mortgage Loan (other than a Conforming Mortgage Loan, Jumbo
Mortgage Loan or Wet-Ink Mortgage Loan), 95%; and


 


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(iv)                              with
respect to each Mortgage Loan which is a Conforming Mortgage Loan or a Jumbo
Mortgage Loan (other than a Wet-Ink Mortgage Loan), 96%.”


 


““Seller Excluded Guarantees” shall mean (a) mortgage
repurchase and warehouse facilities whereby the Sellers are jointly and
severally liable thereunder; (b) mortgage repurchase and warehouse
facilities, mortgage loan sale or purchase agreements, leases and third party
vendor agreements whereby FIC guarantees the obligations of its Subsidiaries
thereunder; and (c) obligations of the Seller pursuant to surety bonds
required in connection with state licensing of branch offices.”


 


““Termination Date” shall mean November 10,
2006.”


 


1.3                                 deleting
subsection (f) of the definition of “Asset Value” in its entirety and
replacing it with the following:


 


“(f) the aggregate Asset Value of all Second Lien
Mortgage Loans that are Purchased Mortgage Loans shall not exceed $45,000,000.”


 


SECTION 2.                                Initiation;
Termination.


 


2.1                                 Section 3
of the Existing Repurchase Agreement is hereby amended by adding the following
subsections (viii) and (ix) to the end of subsection (c) thereof:


 


“(viii)                  Once per month
during any calendar month, with respect to all requested Transactions and all
related Purchased Mortgage Loans, Sellers shall designate all such Purchased
Mortgage Loans as either Low Purchase Price Mortgage Loans or High Purchase
Price Mortgage Loans.  In the event that
Sellers fail to make such designation, the Purchase Price election set forth
above will not be available and all Purchased Mortgage Loans in such calendar
month shall be treated as High Purchase Price Mortgage Loans.”


 


“(ix)                          Once per
month during any calendar month and with respect to all High Purchase Price
Mortgage Loans, Sellers may, by prior written notice to Buyer, elect to
transfer cash to the account of Buyer specified in Section 9; provided
that such cash is sufficient to cause the Purchase Price of such High Purchase
Price Mortgage Loans recalculated to include such cash, low enough to classify
such High Purchase Price Mortgage Loans as Low Purchase Price Mortgage
Loans.  Any amounts so transferred shall
be allocated to all High Purchase Price Mortgage Loans to effect such
recalculation.”


 


2.2                                 Section 3
of the Existing Repurchase Agreement is hereby amended by deleting subsection (b)(xi)
in its entirety and replacing it with the following:


 


“(xi)                          In the event that either
Seller makes any material amendment or modification to the Underwriting
Guidelines, such Seller shall have promptly delivered notice of the amended or
modified Underwriting Guidelines to Buyer with appropriate access to such
Underwriting Guidelines.  If the Buyer
does not notify the Sellers of the Buyer’s disapproval within ten (10) Business
Days of the Buyer’s receipt of such notice (any such disapproval as


 


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determined by Buyer in
its sole good faith discretion), the proposed amendments or modifications shall
be deemed approved; and”


 


2.3                                 Section 3
of the Existing Repurchase Agreement is hereby amended by adding the following
language as subsection as (b)(xiii):


 


“(xiii)                    FIC has satisfied all of the
following asset or income tests:


 


(A)                              At
the close of each taxable year, at least 75 percent of FIC’s gross income
consists of (i) “rents from real property” within the meaning of Section 856(c)(3)(A) of
the Code, (ii) interest on obligations secured by mortgages on real
property or on interests in real property, within the meaning of Section 856(c)(3)(B) of
the Code, (iii) gain from the sale or other disposition of real property
(including interests in real property and interests in mortgages on real
property) which is not property described in Section 1221(a)(1) of
the Code, within the meaning of Section 856(c)(3)(C) of the Code, (iv) dividends
or other distributions on, and gain (other than gain from “prohibited
transactions” within the meaning of Section 857(b)(6)(B)(iii) of the
Code) from the sale or other disposition of, transferable shares (or
transferable certificates of beneficial interest) in other qualifying REITs
within the meaning of Section 856(d)(3)(D) of the Code, and (v) amounts
described in Sections 856(c)(3)(E) through 856(c)(3)(I) of the Code.


 


(B)                                At
the close of each taxable year, at least 95 percent of FIC’s gross income
consists of (i) the items of income described in paragraph (i) hereof
(other than those described in Section 856(c)(3)(I) of the Code), (ii) gain
realized from the sale or other disposition of stock or securities which are
not property described in Section 1221(a)(1) of the Code, (iii) interest,
(iv) dividends, and (v) income derived from payments to FIC on
interest rate swap or cap agreements, options, futures contracts, forward rate
agreements and other similar financial instruments entered into to reduce the
interest rate risks with respect to any indebtedness incurred or to be incurred
to acquire or carry real estate assets, or gain from the sale or other
disposition of such an investment as described in section 856(c)(5)(G), in
each case within the meaning of Section 856(c)(2) of the Code.


 


(C)                                At
the close of each quarter of FIC’s taxable years, at least 75 percent of the
value of FIC’s total assets (as determined in accordance with Treasury
Regulations Section 1.856-2(d)) has consisted of and will consist of real
estate assets within the meaning of Sections 856(c)(4) and 856(c)(5)(B) of
the Code, cash and cash items (including receivables which arise in the
ordinary course of FIC’s operations, but not including receivables purchased
from another person), and Government securities.


 


(D)                               At
the close of each quarter of each of FIC’s taxable years, (a) not more
than 25 percent of FIC’s total asset value will be represented by securities
(other than those described in paragraph (iii), (b) not more than 20
percent of


 


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FIC’s total asset value will be represented by
securities of one or more taxable REIT subsidiaries, and (c) (i) not
more than 5 percent of the value of FIC’s total assets will be represented by
securities of any one issuer (other than those described in paragraph (iii) and
securities of taxable REIT subsidiaries), and (ii) FIC will not hold
securities possessing more than 10 percent of the total voting power or value
of the outstanding securities of any one issuer (other than those described in
paragraph (iii), securities of taxable REIT subsidiaries, and securities of a
qualified REIT subsidiary within the meaning of Section 856(i) of the
Code).”


 


SECTION 3.                                Margin Amount
Maintenance.  Section 4 of the
Existing Repurchase Agreement is hereby amended by adding the following subsection (e) to
the end thereof:


 


“(e)                            Notwithstanding
anything to the contrary herein, if a Margin Deficit occurs with respect to a
Low Purchase Price Mortgage Loan, which, if considered to be a High Purchase
Price Mortgage Loan, would not cause a Margin Deficit to occur, then Sellers
may transfer to Buyer cash in an amount at least equal to the Margin Deficit, provided
that such cash is sufficient to ensure such Purchased Mortgage Loan is fully
compliant as a Low Purchase Price Mortgage Loan.”


 


SECTION 4.                                Income Payments.  Section 5 of the Existing Repurchase
Agreement is hereby amended by deleting subsection (c) in its
entirety and replacing it with the following language:


 


“(c)                            Notwithstanding
the foregoing, after the occurrence of an Event of Default, the Sellers shall
deposit such Income in a deposit account (the title of which shall indicate
that the funds therein are being held in trust for the Buyer) (the “Collection Account”) with a financial institution
acceptable to the Buyer and subject to the Account Agreement.  All such Income shall be held in trust for
the Buyer, shall constitute the property of the Buyer and shall not be commingled
with other property of the Sellers or any Affiliate of the Sellers except as
expressly permitted above.  Funds
deposited in the Collection Account during any month shall be held therein, in
trust for the Buyer, until the next Payment Date.  Notwithstanding the preceding provisions, if
an Event of Default has occurred, all funds in the Collection Account shall be
withdrawn and applied as determined by the Buyer and any remaining amounts to
the Sellers.”


 


SECTION 5.                                Taxes.  Section 7 of the Existing Repurchase
Agreement is hereby amended by deleting subsection (k) in its entirety and
replacing it with the following language:


 


“(k)                            Each
party to this Repurchase Agreement acknowledges that it is its intent for
purposes of U.S. federal, state and local income and franchise taxes, to treat
the Transaction as indebtedness of the Sellers that is secured by the Purchased
Mortgage Loans and the Purchased Mortgage Loans as owned by the Sellers for
federal income tax purposes in the absence of an Event of Default by the Sellers.  All parties to this Repurchase Agreement
agree to such treatment and agree to take no action inconsistent with this
treatment, unless required by law.”


 


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SECTION 6.                                Representations.  Section 11 of the Existing Repurchase
Agreement is hereby amended by:


 


6.1                                 deleting
subsection (f) in its entirety and replacing it with the following
language:


 


“(f)                              Litigation.  There are no actions, suits, arbitrations,
investigations (including, without limitation, any of the foregoing which are
pending or threatened) or other legal or arbitrable proceedings affecting the
Seller or any of its Subsidiaries or affecting any of the Repurchase Assets or
any of the other properties of the Seller before any Governmental Authority
which (i) questions or challenges the validity or enforceability of the
Repurchase Documents or any action to be taken in connection with the
transactions contemplated hereby or (ii) makes a claim or claims that
would reasonably be expected to have a Material Adverse Effect.”


 


6.2                                 deleting
subsection (x) in its entirety and replacing it with the following
language:


 


“(x)                             Agency
Approvals.  FMC is an FHA Approved
Mortgagee and a VA Approved Lender.  FMC
is also approved by Fannie Mae as an approved lender and Freddie Mac as an
approved seller/servicer, and, to the extent necessary, approved by the
Secretary of Housing and Urban Development pursuant to Sections 203 and
211 of the National Housing Act.  In each
such case, the Seller is in good standing, with no event having occurred or the
Seller having any reason whatsoever to believe or suspect will occur prior to
the issuance of the consummation of the related Takeout Commitment, as the case
may be, including, without limitation, a change in insurance coverage which
would either make the Seller unable to comply with the eligibility requirements
for maintaining all such applicable approvals or require notification to the
relevant Agency or to the Department of Housing and Urban Development, FHA or
VA.  The Seller has adequate financial
standing, servicing facilities, procedures and experienced personnel necessary
for the sound servicing of mortgage loans of the same types as may from time to
time constitute Mortgage Loans and in accordance with Accepted Servicing
Practices.”


 


SECTION 7.                                Covenants.  Section 12 of the Existing Repurchase
Agreement is hereby amended by:


 


7.1                                 deleting
subsection (c)(iii) in its entirety and replacing it with the
following language:


 


“(iii)                         any litigation, investigation,
regulatory action or proceeding that is pending or threatened by or against the
Seller (a) in any federal or state court or before any Governmental
Authority (in each case) would reasonably be expected to have a Material
Adverse Effect and (b) of any litigation or proceeding that is pending or
threatened in connection with any material portion of the Repurchase Assets,
which, if adversely determined, would reasonably be expected to have a Material
Adverse Effect; and”


 


7.2                                 deleting
subsection (c)(iv)(C) in its entirety and replacing it with the
following language:


 


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“(C)                          upon
receipt of notice or knowledge of any Lien or security interest (other than
security interests created hereby or under any other Repurchase Document) on,
or claim asserted against, a material portion of the Repurchase Assets; and”


 


7.3                                 deleting
subsection (z) in its entirety and replacing it with the following
language:


 


“(z)                             Guarantees.  The Seller shall not create, incur, assume or
suffer to exist any Guarantees, except (i) Seller Excluded Guarantees, (ii) to
the extent reflected in the Seller’s financial statements or notes thereto or (iii) to
the extent the aggregate Guarantees of the Seller do not exceed $5,000,000.”


 


7.4                                 deleting
subsection (bb) in its entirety and replacing it with the following
language:


 


“(bb)                    Underwriting
Guidelines.  In the event that either
Seller makes any amendment or modification to the Underwriting Guidelines, such
Seller shall promptly deliver to the Buyer notice of the amended or modified
Underwriting Guidelines with appropriate access to such Underwriting
Guidelines.”


 


SECTION 8.                                Events of Default.  Section 13 of the Existing Repurchase
Agreement is hereby amended by:


 


8.1                                 deleting
the reference to $10,000,000 in subsection (e) in its entirety and
replacing it with $20,000,000.


 


8.2                                 deleting
the reference to $10,000,000 in subsection (f) in its entirety and
replacing it with $20,000,000.


 


8.3                                 deleting
subsection (h) in its entirety and replacing it with the following
language:


 


“(h)                           for
any reason, this Repurchase Agreement at any time shall not be in full force
and effect in all material respects or shall not be enforceable in all material
respects in accordance with its terms, or any party thereto (other than the Buyer
or any Affiliate of the Buyer) shall seek to disaffirm, terminate, limit or
reduce its obligations hereunder; or”


 


8.4                                 deleting
subsection (i) in its entirety and replacing it with the following
language:


 


“(i)                               this
Agreement shall for any reason cease to create a valid, first priority security
interest in any material portion of the Purchased Mortgage Loans or Repurchase
Assets purported to be covered hereby; or”


 


8.5                                 deleting
subsection (n)(i)-(iv) in its entirety.


 


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SECTION 9.                                Due Diligence.  Section 27 of the Existing Repurchase
Agreement is hereby amended by deleting such Section in its entirety and
replacing it with the following language:


 


“SECTION 27.               DUE DILIGENCE


 


The Sellers acknowledge that Buyer has the right to
perform continuing due diligence reviews with respect to the Mortgage Loans and
the Sellers, for purposes of verifying compliance with the representations,
warranties and specifications made hereunder, or otherwise, and the Sellers agree
that upon reasonable prior notice unless an Event of Default shall have
occurred, in which case no notice is required, to the Sellers, the Buyer or its
authorized representatives will be permitted during normal business hours to
examine, inspect, and make copies and extracts of, the Mortgage Files and any
and all documents, records, agreements, instruments or information relating to
such Mortgage Loans in the possession or under the control of the Sellers
and/or the Custodian.  The Sellers also
shall make available to the Buyer a knowledgeable financial or accounting
officer for the purpose of answering questions respecting the Mortgage Files
and the Mortgage Loans.  Without limiting
the generality of the foregoing, the Sellers acknowledge that the Buyer may
purchase Mortgage Loans from the Sellers based solely upon the information
provided by the Sellers to the Buyer in the Purchased Mortgage Loan Schedule and
the representations, warranties and covenants contained herein, and that the
Buyer, at its option, has the right at any time to conduct a partial or
complete due diligence review on some or all of the Mortgage Loans purchased in
a Transaction, including, without limitation, ordering broker’s price opinions,
new credit reports and new appraisals on the related Mortgaged Properties and
otherwise re-generating the information used to originate such Mortgage
Loan.  The Buyer may underwrite such
Mortgage Loans itself or engage a mutually agreed upon third party underwriter
to perform such underwriting.  The
Sellers agree to cooperate with the Buyer and any third party underwriter in
connection with such underwriting, including, but not limited to, providing the
Buyer and any third party underwriter with access to any and all documents,
records, agreements, instruments or information relating to such Mortgage Loans
in the possession, or under the control, of the Sellers.  The Sellers further agree that the Sellers
shall pay all out-of-pocket costs and expenses incurred by the Buyer in
connection with the Buyer’s activities pursuant to this Section 27 (“Due
Diligence Costs”); provided, that such Due Diligence Costs shall not exceed
$25,000 per calendar year unless an Event of Default shall have occurred, in
which event the Buyer shall have the right to perform due diligence, at the
sole expense of the Seller without regard to the dollar limitation set forth
herein.”


 


SECTION 10.                          Notices.  The Existing Repurchase Agreement is hereby
amended by deleting all references to James Cason’s facsimile number and
replacing them with the following number: (212) 738-2700.


 


SECTION 11.                          Schedules. Schedule 2
of the Existing Repurchase Agreement is hereby amended by deleting it in its
entirety and replacing it with Exhibit A attached hereto.


 


SECTION 12.                          Conditions Precedent.  This Amendment shall become effective on December 6,
2005 (the “Amendment Effective Date”) subject to the satisfaction of the
following conditions precedent:


 


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12.1                           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 13.                          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 14.                          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 15.                          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 16.                          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 17.                          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 18.                          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:

  	
  /s/ James Cason

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James B. Cason

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Seller:

  	
  FIELDSTONE
  INVESTMENT

  CORPORATION,

  
	
   

  	
  as
  Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark C. Krebs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark C. Krebs

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President
  and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Seller:

  	
  FIELDSTONE
  MORTGAGE COMPANY,

  
	
   

  	
  as
  Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark C. Krebs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark C. Krebs

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President
  and Treasurer