0001299933-06-007178 Sample Contracts

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Among: MERRILL LYNCH BANK USA, as the Buyer, FIELDSTONE MORTGAGE COMPANY, as a Seller and FIELDSTONE INVESTMENT CORPORATION, as a Seller Dated as of October 31, 2006
Master Repurchase Agreement • November 6th, 2006 • Fieldstone Investment Corp • Real estate investment trusts • New York

This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of October 31, 2006, among FIELDSTONE MORTGAGE COMPANY, a Maryland corporation (“FMC” and a “Seller”), FIELDSTONE INVESTMENT CORPORATION, a Maryland corporation (“FIC” and a “Seller” and, together with FMC, the “Sellers”), and MERRILL LYNCH BANK USA, a Utah industrial loan corporation (the “Buyer”).

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Fieldstone Mortgage Company Fieldstone Investment Corporation 11000 Broken Land Parkway Suite 600 Columbia, Maryland 21044 October 31, 2006
Fieldstone Investment Corp • November 6th, 2006 • Real estate investment trusts

Reference is made to that certain (i) Second Amendment to the Second Amended and Restated Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated as of October 31, 2006 (as amended, modified or supplemented from time to time, the “Repurchase Agreement”) between Fieldstone Mortgage Company (“FMC”), Fieldstone Investment Corporation (“FIC”) (FIC and FMC shall be individually and collectively referred to herein as “Seller”) and Lehman Brothers Bank, FSB (“Buyer”) and (ii) Pricing and Fee Letter, dated as of December 28, 2005 between Seller and Buyer (the “Original Pricing and Fee Letter”). All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement.

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS
Master Repurchase Agreement • November 6th, 2006 • Fieldstone Investment Corp • Real estate investment trusts • New York

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”.

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