Exhibit 10.1(a)
Execution
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED MASTER REPURCHASE
AGREEMENT
GOVERNING PURCHASES AND SALES OF MORTGAGE
LOANS
This
Second Amendment, dated as of October 31, 2006 (this “
Amendment ”), to the Second Amended and Restated
Master Repurchase Agreement Governing Purchases and Sales of
Mortgage Loans, dated as of December 29, 2004 and amended as
of December 28, 2005 (as amended, 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) Section 3(g) is hereby deleted in
its entirety and replaced with the following:
(g) Maximum Facility Amount .
Except as set forth herein, with respect to all Transactions
hereunder, the aggregate Purchase Price for all Purchased Mortgage
Loans at any one time subject to then outstanding Transactions
shall not exceed THREE HUNDRED MILLION DOLLARS ($300,000,000);
provided, however, that with respect to all Transactions
hereun
