Exhibit 10.1(a)
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS
This First Amendment, dated as of December 28, 2005 (this "Amendment"), to the
Second Amended and Restated Master Repurchase Agreement Governing Purchases and
Sales of Mortgage Loans, dated as of December 29, 2004 (the "Repurchase
Agreement"), is made by and among LEHMAN BROTHERS BANK, FSB ("Buyer"),
FIELDSTONE INVESTMENT CORPORATION ("FIC") and FIELDSTONE MORTGAGE COMPANY
("FMC") (FIC and FMC shall be individually and collectively referred to as
"Seller").
Buyer, FMC and FIC may be collectively referred to herein as the
"Parties".
RECITALS
WHEREAS, pursuant to the Repurchase Agreement, Buyer has agreed, subject to the
terms and conditions set forth in the Repurchase Agreement, to purchase certain
Mortgage Loans owned by Seller, including, without limitation, all rights of
Seller to service and administer such Mortgage Loans; and
WHEREAS, the Parties desire to amend the Repurchase Agreement as set forth
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto agree as follows:
SECTION 1.
DEFINITIONS.
CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED
HEREIN HAVE THE MEANINGS GIVEN THEM IN THE REPURCHASE AGREEMENT.
SECTION 2.
AMENDMENTS TO REPURCHASE AGREEMENT.
SUBJECT TO SECTION 4 HEREOF,
THE REPURCHASE AGREEMENT SHALL BE AMENDED AS FOLLOWS:
(A)
REFERENCES IN THE REPURCHASE AGREEMENT TO "THIS AGREEMENT" OR WORDS OF
SIMILAR IMPORT (INCLUDING INDIRECT REFERENCES TO THE REPURCHASE AGREEMENT)
SHALL, WITHOUT LIMITATION, BE DEEMED TO BE REFERENCES TO THE REPURCHASE
AGREEMENT AS AMENDED BY THIS AMENDMENT.
(B) THE TERM OF THE REPURCHASE AGREEMENT SHALL BE RENEWED FOR A PERIOD OF 364
DAYS FROM THE DATE OF THIS AMENDMENT OR SUCH EARLIER DATE ON WHICH ALL PURCHASED
MORTGAGE LOANS ARE REQUIRED TO BE IMMEDIATELY REPURCHASED PURSUANT TO
SECTION 14(A) OF THE REPURCHASE AGREEMENT (UNLESS SUCH DATE IS EXTENDED UPON
MUTUAL AGREEMENT OF BUYER AND SELLER).
THUS, THE DEFINITION OF "FINAL
REPURCHASE DATE" SHALL BE AMENDED IN ACCORDANCE WITH SUCH RENEWAL TERM.
(C)
THE DEFINITIONS OF "ESTIMATED RECOVERY VALUE", "FEE LETTER", "PERFORMING
MORTGAGE LOAN" AND "WORKOUT MORTGAGE LOAN" CONTAINED IN SECTION 2 ARE HEREBY
DELETED IN THEIR ENTIRETY.
(D) THE DEFINITIONS OF "COLLATERAL DEFICIT", "COLLATERAL MAINTENANCE
PERCENTAGE", "MARKET VALUE", "PERMITTED GUARANTEE OBLIGATIONS" AND "PURCHASE
PRICE" CONTAINED IN SECTION 2 ARE HEREBY DELETED IN THEIR ENTIRETY AND REPLACED
WITH THE FOLLOWING:
"Collateral Deficit" means a Market Value Collateral Deficit or a Securitization
Value Collateral Deficit.
"Collateral Maintenance Percentage" means the amount set forth in the related
Confirmation with respect to each Mortgage Loan which, (1) in determining
whether a Market Value Collateral Deficit exists pursuant to the second sentence
of Section 4(a) hereof shall, for each type of Mortgage Loan set forth in the
first column below, equal the applicable percentage set forth in the second
column below and (2) in determining whether a Securitization Value Collateral
Deficit exists pursuant to the third sentence of Section 4(a) hereof shall, for
each type of Mortgage Loan set forth in the first column below,