EX-10.1






Exhibit 10.1




EXECUTION VERSION




AMENDMENT NO. 8

TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT




Amendment No. 8, dated as of March 30, 2007 (this “Amendment”), among CREDIT SUISSE
FIRST BOSTON MORTGAGE CAPITAL LLC (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 Second Amended and Restated Master
Repurchase Agreement, dated as of March 31, 2005, as amended by that certain Amendment No. 1 to
Second Amended and Restated Master Repurchase Agreement, dated as of October 19, 2005, Amendment
No. 2 to Second Amended and Restated Master Repurchase Agreement, dated as of February 22, 2006,
Amendment No. 3 to Second Amended and Restated Master Repurchase Agreement, dated as of April 27,
2006, Amendment No. 4 to Second Amended and Restated Master Repurchase Agreement, dated as of
November 30, 2006, Amendment No. 5 to Second Amended and Restated Master Repurchase Agreement,
dated as of December 20, 2006, Amendment No. 6 to Second Amended and Restated Master Repurchase
Agreement, dated as of December 29, 2006, and Amendment No. 7 to Second Amended and Restated
Master Repurchase Agreement, dated as of January 31, 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. First Amendment Period. For purposes of this Amendment, this Section
1 will be effective only for the period from and including March 30, 2007 through and including
the Termination Date (the “First Amendment Period”).




(i) Section 2 of the Existing Repurchase Agreement is hereby amended by
deleting the definitions of “Alt-A Mortgage Loan,” “Market Value” and “Maximum
Aggregate Purchase Price” in their entirety and replacing the same with the
following language, which amendment shall be effective solely during the First
Amendment Period:




““Alt-A Mortgage Loan” means a Mortgage Loan originated in
accordance with the criteria established by Buyer for Alt-A Mortgage Loans,
as determined by Buyer in its sole discretion and which has a FICO score of
at least 660.”




““Market Value” means, with respect to any Purchased Mortgage Loan as
of any date, the whole-loan servicing released fair market value of such Purchased
Mortgage Loan on such date as determined by Buyer (or an Affiliate thereof) in its
good faith discretion. Without limiting the generality of the foregoing, each
Seller acknowledges that the Market Value of a Purchased Mortgage Loan may be
reduced to zero by Buyer if:




(i) a material breach of a representation, warranty or covenant made by
any Seller in this Agreement with respect to such Purchased Mortgage Loan
has occurred and is continuing except, with respect to Repurchased Mortgage
Loans, those disclosed by such Seller and accepted by the Buyer pursuant to
clause (b) of the definition of Repurchased Mortgage Loan;




(ii) a First Payment Default occurs with respect to such Purchased
Mortgage Loan;




(iii) such Purchased Mortgage Loan has been released from the
possession of the Custodian under the Custodial Agreement (other than to a
Take-out Investor pursuant to a Bailee Letter) for a period in excess of ten
(10) calendar days;




(iv) such Purchased Mortgage Loan has been released from the possession
of the Custodian under the Custodial Agreement to a Take-out Investor
pursuant to a Bailee Letter for a period in excess of 45 calendar days;




(v) such Purchased Mortgage Loan has been subject to a Transaction for
a period of greater than (a) 90 days (unless the Mortgage Loan is an Aged
Loan or Repurchased Mortgage Loan) or (b) 120 days with respect to each Aged
90 Day Loan or Repurchased Mortgage Loan or (c) 180 days with respect to
each Aged 120 Day Loan or (c) 364 days with respect to each Aged 180 Day
Loan;




(vi) such Purchased Mortgage Loan is a Wet-Ink Mortgage Loan for which
the Wet-Ink Mortgage File has not been delivered to the Custodian on or
prior to the eighth Business Day after the related Purchase Date;




(vii) when the Purchase Price for such Purchased Mortgage Loan is added
to other Purchased Mortgage Loans, the aggregate Purchase Price of all
Wet-Ink Mortgage Loans that are Purchased Mortgage Loans exceeds (i) 40% of
the Maximum Aggregate Purchase Price for the first five Business Days and
the last five Business Days of each month or (ii) 30% of the Maximum
Aggregate Purchase Price for the remainder of the month;




(viii) when added to other Purchased Mortgage Loans, the aggregate
Purchase Price of all Sub-Prime Mortgage Loans that are Purchased Mortgage
Loans exceeds $280 million dollars;




(ix) when added to other Purchased Mortgage Loans, the aggregate
Purchase Price of all Second Lien Mortgage Loans and HELOCs that are
Purchased Mortgage Loans (other than Portfolio Second Lien Mortgage Loans)
exceeds $60 million dollars;




(x) when added to other Purchased Mortgage Loans, the aggregate
Purchase Price of all Aged 90 Day Loans and Aged 120 Day Loans, combined,
that are Purchased Mortgage Loans exceeds $200 million dollars;




(xi) when added to other Purchased Mortgage Loans, the aggregate
Purchase Price of all Negative Amortizations Loans exceeds $4 million;




(xii) when added to other Purchased Mortgage Loans, the aggregate
Purchase Price of all Portfolio Second Lien Mortgage Loans exceeds $150
million (the “Portfolio Second Lien Mortgage Loan Sublimit”);




(xiii) when added to other Purchased Mortgage Loans, the aggregate
Purchase Price of all Portfolio Second Lien Mortgage Loans that are
Delinquent Mortgage Loans exceeds 15% of the Portfolio Second Lien Mortgage
Loan Sublimit;




(xiv) when added to other Purchased Mortgage Loans, the aggregate
Purchase Price of all Delinquent Mortgage Loans (other than Portfolio Second
Lien Mortgage Loans and including Delinquent Mortgage Loans which may be
Repurchased Mortgage Loans) exceeds $20 million;




(xv) when added to other Purchased Mortgage Loans, the aggregate
Purchase Price of all Non-Performing Mortgage Loans (including
Non-Performing Mortgage Loans which may be Repurchased Mortgage Loans)
exceeds $15 million;




(xvi) when added to other Purchased Mortgage Loans, the aggregate
Purchase Price of all Aged 180 Day Loans, Repurchased Mortgage Loans,
Reperforming Mortgage Loans, Delinquent Mortgage Loans and Non-Performing
Mortgage Loans, combined, exceeds $35 million;




(xvii) such Purchased Mortgage Loan is no longer acceptable for
purchase by Buyer (or an Affiliate thereof) under any of the flow purchase
or conduit programs for which Sellers then have been approved due to a
Requirement of Law relating to consumer credit laws or otherwise.”




““Maximum Aggregate Purchase Price” means FOUR HUNDRED MILLION DOLLARS
($400,000,000).”



SECTION 2. For purposes of this Amendment, this Section 2 will be effective only for
the period from and including March 1, 2007 through and including the Termination Date (the
“Second Amendment Period,” and together with the First Amendment Period, the “Amendment
Periods”).




(i) Section 14(a) 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 Second Amendment Period:




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




(ii) Section 14(b) 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 Second Amendment Period:




“(b) Indebtedness to Consolidated Adjusted Tangible Net Worth Ratio.
The Sellers’ ratio of consolidated Indebtedness to Consolidated Adjusted
Tangible Net Worth shall not exceed 18:1.”




(iii) Section 14(f) 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 Second Amendment Period:




“(f) Maintenance of Profitability. [Reserved.]”




(iv) Section 14(ee) 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 Second Amendment Period:




“(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.”




(v) Section 14(ff) 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 Second Amendment Period:




“(ff) 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; provided, that for the purposes of
this requirement, unencumbered Mortgage Loans held for sale or
securitization shall represent an amount of not greater than $5 million (of
such $20 million).”



SECTION 3. Conditions Precedent. This Amendment shall become effective on, with
respect to Section 1, March 30, 2007 and, with respect to Section 2, March 1, 2007 (the
“Amendment Effective Dates”), subject to the satisfaction of the following conditions
precedent:



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




(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 13 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 and Section 2 of this
Amendment shall expire upon the expiration of the applicable 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 Buyer 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 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]




1




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: CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
as Buyer




By: /s/ A. Adam Loskove

Name: A. Adam Loskove

Title: 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





2