EX-10.2






Exhibit 10.2




EXECUTION VERSION




AMENDMENT NO. 6

TO MASTER REPURCHASE AGREEMENT




Amendment No. 6, dated as of June 1, 2007 (this “Amendment”), among JPMORGAN CHASE
BANK, N.A. (the “Buyer”), FIELDSTONE MORTGAGE COMPANY (a “Seller”) and FIELDSTONE
INVESTMENT CORPORATION (a “Seller” and, together with Fieldstone Mortgage Company, the
“Sellers”).



RECITALS




The Buyer and the Sellers are parties to that certain Master Repurchase Agreement, dated as of
July 14, 2006, as amended by Amendment No. 1, dated as of December 20, 2006, Amendment No. 2, dated
as of January 31, 2007, Amendment No. 3, dated as of March 6, 2007, Amendment No. 4, dated as of
March 30, 2007 and Amendment No. 5, dated as of May 15, 2007 (as the same may have been amended and
supplemented from time to time, the “Existing Repurchase Agreement” and 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.



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 premises
and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended
as follows:



SECTION 1. Waiver Period. For purposes of this Amendment, this Section 1 will
be effective only for the period from and including April 1, 2007 through and including the
Termination Date (the “Waiver Period”). Section 12 of the Existing Repurchase Agreement is
hereby amended by deleting clauses (k)(i), (k)(ii) and (k)(iii) thereof in their entirety and
replacing it with the following, which amendment shall be effective solely during the Waiver
Period:



“(k) Financial Covenants.




(i) Reserved.




(ii) Reserved.




(iii) Reserved.”



SECTION 2. Events of Default. Section 13.01 of the Existing Repurchase Agreement is
hereby amended by adding the following subsection (p):



“(p) as of July 10, 2007, the merger or acquisition among Credit-Based Asset Servicing and
Securitization LLC, Rock Acquisition Corp. and Fieldstone Investment Corporation shall not have
occurred.”



SECTION 3. Conditions Precedent. This Amendment shall become effective as of: (i)
with respect to Section 1, April 1, 2007 and (ii) with respect to Section 2, the date hereof,
subject to the satisfaction of the following conditions precedent:



3.1 Delivered Documents. 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 by a duly authorized officer of the Buyer
and Sellers;




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



SECTION 4. Representations and Warranties. Each of the Sellers hereby represents and
warrants to the Buyer that they are in compliance with all the terms and provisions set forth in
the Repurchase Agreement on their part to be observed or performed, and that no Event of Default
has occurred or is continuing, and hereby confirm and reaffirm the representations and warranties
contained in Section 11 of the Existing Repurchase Agreement.



SECTION 5. Limited Effect. Except as expressly amended and modified by this
Amendment, the Repurchase Agreement shall continue to be, and shall remain, in full force and
effect in accordance with its terms. The amendments set forth in Section 1 of this Amendment shall
expire upon the expiration of the Waiver Period at which time the terms of the Existing Repurchase
Agreement shall revert to that set forth in the Existing Repurchase Agreement and be applied on a
prospective basis thereafter. Other than as expressly set forth herein, the execution of this
Amendment by the Buyer shall not operate as a waiver of any of its rights, powers or privileges
under the Repurchase Agreement or any other Repurchase Document, including without limitation, any
rights, powers or privileges relating to other existing or future breaches of, or Defaults or
Events of Default under, the Repurchase Agreement or any other Repurchase Document (whether the
same or of a similar nature as the breaches identified herein or otherwise) except as expressly set
forth herein.



SECTION 6. Counterparts. This Amendment may be executed by each of the parties hereto
on any number of separate counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument.



SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW
PROVISIONS THEREOF.



[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: JPMORGAN CHASE BANK, N.A., as Buyer




By: /s/ Mark Wegener

Name: Mark Wegener

Title: Executive Vice President





Seller: FIELDSTONE MORTGAGE COMPANY, as Seller




By: /s/ Mark C. Krebs

Name: Mark C. Krebs

Title: Sr. Vice President & Treasurer





Seller: FIELDSTONE INVESTMENT CORPORATION, as Seller




By: /s/ Mark C. Krebs

Name: Mark C. Krebs

Title: Sr. Vice President & Treasurer





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