EX-10.2






Exhibit 10.2




EXECUTION VERSION




AMENDMENT NO. 3

TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT




Amendment No. 3, dated as of March 30, 2007 (this “Amendment”), among CREDIT SUISSE,
NEW YORK BRANCH (the “Administrative Agent”), THE BUYERS, FIELDSTONE MORTGAGE COMPANY and
FIELDSTONE INVESTMENT CORPORATION (each a “Seller” and collectively the “Sellers”).



RECITALS




The Administrative Agent, the Buyers and the Sellers are parties to that certain Amended and
Restated Master Repurchase Agreement, dated as of November 14, 2006, as amended by Amendment No. 1,
dated as of December 20, 2006 and Amendment No. 2, dated as of January 31, 2007 (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.



The Administrative Agent, the Buyers and 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 Administrative Agent, the Buyers 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. Profitability Amendment Period. For purposes of this Amendment, this
Section 1 will be effective only for the period from and including the date hereof through
and including June 30, 2007 (the “Profitability Amendment Period”). Section 14(e)
of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing
it with the following language, which amendment shall be effective solely during the Profitability
Amendment Period:



“(e) Maintenance of Profitability.




(A) FIC shall not permit, for any two consecutive Test Periods (other than with respect
to the Test Periods set forth in (B) below), its consolidated Net Income for any Test
Period, before income taxes for such Test Period, distributions made during such Test
Period, and without regard to unrealized gains or losses from mark to market valuations
resulting from Seller’s Interest Rate Protection Agreements during such Test Period, to be
less than $1.00.




(B) FIC may permit, for the two consecutive Test Periods from and including January 1,
2007 through and including June 30, 2007, its consolidated Net Income for any Test Period,
before income taxes for such Test Period, distributions made during such Test Period, and
without regard to unrealized gains or losses from mark to market valuations resulting from
Seller’s Interest Rate Protection Agreements during such Test Period, to be less than
$1.00.”



SECTION 2. Covenants. Section 14 of the Existing Repurchase Agreement is hereby
amended by deleting clauses a, b, ee and gg thereof in their entirety and replacing them with the
following language:



“a. Minimum Consolidated Adjusted Tangible Net Worth. The Sellers shall maintain a
Consolidated Adjusted Tangible Net Worth of at least $275 million.”



“b. Indebtedness to Consolidated Adjusted Tangible Net Worth Ratio. The Sellers’ (i)
combined ratio of consolidated Indebtedness to Consolidated Adjusted Tangible Net Worth shall not
exceed 18:1 and (ii) combined ratio of consolidated Indebtedness (net of non-recourse Indebtedness)
to Consolidated Adjusted Tangible Net Worth shall not exceed 7:1.”



“ee. Non-Structured Securities Indebtedness to Consolidated Adjusted Tangible Net Worth
Ratio. The Sellers’ ratio of consolidated Indebtedness less Structured Securities Debt to
Consolidated Adjusted Tangible Net Worth shall not exceed 7:1.”



“gg. Maintenance of Liquidity. The Sellers shall maintain cash, Cash Equivalents as
well as unencumbered Mortgage Loans held for sale or securitization of at least $20 million.”



SECTION 3. Officer’s Compliance Certificate. Exhibit D to the Existing Repurchase
Agreement is hereby amended by deleting it in its entirety and replacing it with Exhibit A hereto.



SECTION 4. Conditions Precedent.  This Amendment shall become effective on, with
respect to Sections 2, 3 and 4, on the date hereof and, with respect to Section 1, January 1, 2007
(the “Amendment Effective Dates”), subject to the satisfaction of the following conditions
precedent:



4.1 Delivered Documents.  The Administrative Agent shall have received the following
documents, each of which shall be satisfactory to the Administrative Agent in form and substance:



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



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



SECTION 5. Representations and Warranties.  Each Seller hereby represents and warrants
to the Administrative Agent that it is in compliance with all the terms and provisions set forth in
the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has
occurred or is continuing, and hereby confirms and reaffirms the representations and warranties
contained in Section 13 of the Repurchase Agreement.



SECTION 6. 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 2 of this Amendment shall
expire upon the expiration of the Amendment 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 Administrative Agent or the Buyers shall not operate as a waiver of any of
its rights, powers or privileges under the Repurchase Agreement or any other Program Agreement,
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 Program
Agreement (whether the same or of a similar nature as the breaches identified herein or otherwise)
except as expressly set forth herein.



SECTION 7. 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 8. 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.




Administrative Agent: CREDIT SUISSE, NEW YORK BRANCH, as
Administrative Agent




By: /s/ Anthony Giordano

Name: Anthony Giordano

Title: Director





By: /s/ Joseph Soave

Name: Joseph Soave

Title: Director





Seller: FIELDSTONE MORTGAGE COMPANY, as a Seller




By: /s/ Mark C. Krebs

Name: Mark C. Krebs

Title: Sr. Vice President & Treasurer





Seller: FIELDSTONE INVESTMENT CORPORATION, as a Seller




By: /s/ Mark C. Krebs

Name: Mark C. Krebs

Title: Sr. Vice President & Treasurer




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The JPMorgan Buying Group:




FALCON ASSET SECURITIZATION COMPANY LLC




By: JPMorgan Chase Bank, N.A., its attorney-in-fact




By: /s/ George S. Wilkins

Name: George S. Wilkins

Title: Vice President





JPMORGAN CHASE BANK, N.A.,




as a Group Agent and as a Committed Buyer




By: /s/ George S. Wilkins

Name: George S. Wilkins

Title: Vice President




The Alpine Buying Group:




ALPINE SECURITIZATION CORP., as a Conduit Buyer




By: /s/ Mark Lengel

Name: Mark Lengel

Title: Director





By: /s/ Alex Smith

Name: Alex Smith

Title: Vice President





CREDIT SUISSE, NEW YORK BRANCH, individually and as a Committed
Buyer




By: /s/ Anthony Giordano

Name: Anthony Giordano

Title: Director





By: /s/ Joseph Soave

Name: Joseph Soave

Title: Director





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