IN SECTION 2 OF THIS AMENDMENT, NO EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, (B) THE REPRESENTATIONS AND WARRANTIES OF
SELLER SET FORTH IN SECTION 10 OF THE REPURCHASE AGREEMENT ARE TRUE AND COMPLETE
AS IF MADE ON AND AS OF SUCH DATE AND AS IF EACH REFERENCE IN SAID SECTION 10 TO
"THIS AGREEMENT" INCLUDED REFERENCE TO THE REPURCHASE AGREEMENT AS AMENDED
HEREBY, (C) THIS AMENDMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF SELLER, ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH ITS TERMS AND (D) THE
EXECUTION AND DELIVERY BY SELLER OF THIS AMENDMENT HAS BEEN DULY AUTHORIZED BY
ALL REQUISITE CORPORATE ACTION ON THE PART OF SELLER AND WILL NOT VIOLATE ANY
PROVISION OF SELLER'S ORGANIZATIONAL DOCUMENTS.
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SECTION 4.
CONDITIONS PRECEDENT.
THE AMENDMENTS SET FORTH IN SECTION 2 ABOVE
SHALL NOT BECOME EFFECTIVE UNLESS, ON OR BEFORE DECEMBER 28, 2005, BUYER SHALL
HAVE RECEIVED ALL OF THE FOLLOWING DOCUMENTS, EACH OF WHICH SHALL BE
SATISFACTORY IN FORM AND SUBSTANCE TO BUYER AND ITS COUNSEL:
(A)
AMENDMENT.
THIS AMENDMENT, DULY COMPLETED, EXECUTED AND DELIVERED BY
SELLER;
(B) OPINION OF COUNSEL.
AN OPINION OR OPINIONS OF COUNSEL FAVORABLE TO BUYER
WITH RESPECT TO SELLER AND THIS AMENDMENT;
(C)
OFFICER'S CERTIFICATE.
A CERTIFICATE OF AN OFFICER OF SELLER CERTIFYING TO
SUCH MATTERS AS MAY BE REQUIRED BY BUYER; AND
(D) OTHER DOCUMENTS.
SUCH OTHER DOCUMENTS AS BUYER MAY REASONABLY REQUEST.
SECTION 5.
MISCELLANEOUS.
(A)
EXCEPT AS EXPRESSLY AMENDED BY SECTION 2 HEREOF, THE REPURCHASE AGREEMENT
REMAIN UNALTERED AND IN FULL FORCE AND EFFECT.
EACH OF THE PARTIES HEREBY
REAFFIRMS ALL TERMS AND COVENANTS MADE IN THE REPURCHASE AGREEMENT AS AMENDED
HEREBY.
(B) THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL NOT
OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF ANY PARTY UNDER THE
REPURCHASE AGREEMENT, OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED
AND/OR DELIVERED IN CONNECTION THEREWITH.
(C)
THIS AMENDMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF.
(D) THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, AND ALL SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE THE SAME AGREEMENT.
ANY SIGNATURE
DELIVERED BY A PARTY VIA FACSIMILE SHALL BE DEEMED TO BE AN ORIGINAL SIGNATURE
HERETO.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed
as of the day and year first above written.
SELLER:
FIELDSTONE MORTGAGE COMPANY
By:
/s/ Mark C. Krebs
Name:
Mark C. Krebs
Title:
Senior Vice President and Treasurer
FIELDSTONE INVESTMENT CORPORATION
By:
/s/ Mark C. Krebs
Name:
Mark C. Krebs
Title:
Senior Vice President and Treasurer
BUYER:
LEHMAN BROTHERS BANK, FSB
By:
/s/ Fred Madonna
Name:
Fred Madonna
Title:
Authorized Signature
A-1