EX-10.1






Exhibit 10.1




EXECUTION VERSION




AMENDMENT NO. 3




TO PRICING SIDE LETTER




Amendment No. 3, dated as of July 26, 2006 (this “Amendment”), among CREDIT SUISSE,
NEW YORK BRANCH (the “Administrative Agent”), FIELDSTONE MORTGAGE COMPANY and FIELDSTONE
INVESTMENT CORPORATION (each a “Seller” and collectively the “Sellers”) and the
several Conduit Buyers and Committed Buyers Party hereto from time to time (the “Buyers”).



RECITALS




The Administrative Agent, the Buyers and the Sellers are parties to that certain Master
Repurchase Agreement, dated as of November 8, 2005 as amended by Amendment No. 1, dated as of March
21, 2006 (the “Master Repurchase Agreement”) and that certain Pricing Side Letter, dated as
of November 8, 2005 (the “Existing Pricing Side Letter”; as amended by Amendment No. 1,
dated as of January 23, 2006 and Amendment No. 2, dated as of March 21, 2006, the “Pricing Side
Letter”). Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the Existing Pricing Side Letter and Master Repurchase Agreement.



The Administrative Agent, the Buyers and Sellers have agreed, subject to the terms and
conditions of this Amendment, that the Existing Pricing Side Letter be amended to reflect certain
agreed upon revisions to the terms of the Existing Pricing Side Letter.



Accordingly, the Administrative Agent, the Buyers and the Sellers hereby agree, in
consideration of the mutual premises and mutual obligations set forth herein, that the Existing
Pricing Side Letter is hereby amended as follows:



SECTION 1. Definitions. The Existing Pricing Side Letter is hereby amended by
deleting Sections 1.1 and 1.9 in their entirety and replacing them with the following:



“1.1 “Asset Value” shall mean with respect to each Eligible Mortgage Loan, the lesser
of (a) the applicable Purchase Price Percentage for the related Purchased Mortgage Loan multiplied
by the Market Value of such Mortgage Loan and (b) the outstanding principal balance of such
Mortgage Loan. Without limiting the generality of the foregoing, the Sellers acknowledge that the
Asset Value of a Purchased Mortgage Loan may be reduced to zero by Administrative Agent if:




i. a material breach of a representation, warranty or covenant made by Seller in this
Agreement with respect to such Purchased Mortgage Loan has occurred and is continuing;




ii. such Purchased Mortgage Loan is a Defaulted Mortgage Loan;




iii. such Purchased Mortgage Loan has been released from the possession of the
Custodian under the Custodial Agreement for a period in excess of ten (10) Business Days;




iv. such Purchased Mortgage Loan has been subject to a Transaction hereunder for a
period of greater than 180 days;




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




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




vii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Weighted Average Mortgage Interest Rate of all Fixed Rate
Mortgage Loans is less than 7.5%;




viii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Weighted Average Mortgage Interest Rate of all Floating Rate
Mortgage Loans is less than 7%;




ix. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Weighted Average FICO Score of all Fixed Rate Mortgage Loans
is less than 660;




x. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased
Mortgage Loans, the Weighted Average FICO Score of all Floating Rate Mortgage Loans is less
than 630;




xi. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
having FICO Scores that are less than or equal to 500 is greater than 1% of the Outstanding
Principal Balance of all Fixed Rate Mortgage Loans;




xii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans having FICO Scores that are less than or equal to 500 is greater than 0.50% of the
Outstanding Principal Balance of all Floating Rate Mortgage Loans;




xiii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
having FICO Scores that are less than or equal to 550 is greater than 3% of the Outstanding
Principal Balance of all Fixed Rate Mortgage Loans;




xiv. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans having FICO Scores that are less than or equal to 550 is greater than 15% of the
Outstanding Principal Balance of all Floating Rate Mortgage Loans;




xv. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
having FICO Scores that are less than or equal to 600 is greater than 10% of the Outstanding
Principal Balance of all Fixed Rate Mortgage Loans;




xvi. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans having FICO Scores that are less than or equal to 600 is greater than 30% of the
Outstanding Principal Balance of all Floating Rate Mortgage Loans;




xvii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Weighted Average LTV of all Fixed Rate Mortgage Loans is
greater than or equal to 87%;




xviii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Weighted Average LTV of all Floating Rate Mortgage Loans is
greater than or equal to 85%;




xix. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
having an LTV that is greater than or equal to 95% but less than or equal to 100% is greater
than or equal to 40% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans;




xx. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans having an LTV that is greater than or equal to 95% but less than or equal to 100% is
greater than or equal to 15% of the Outstanding Principal Balance of all Floating Rate
Mortgage Loans;




xxi. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Weighted Average CLTV of all Fixed Rate Mortgage Loans is
greater than or equal to 95%;




xxii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Weighted Average CLTV of all Floating Rate Mortgage Loans is
greater than or equal to 95%;




xxiii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
having a CLTV that is greater than or equal to 95% but less than or equal to 100% is greater
than or equal to 40% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans;




xxiv. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans having a CLTV that is greater than or equal to 95% but less than or equal to 100% is
greater than or equal to 65% of the Outstanding Principal Balance of all Floating Rate
Mortgage Loans;




xxv. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
having an original Outstanding Principal Balance that is less than or equal to $50,000 is
greater than or equal to 20% of the Outstanding Principal Balance of all Fixed Rate Mortgage
Loans;




xxvi. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans having an original Outstanding Principal Balance that is less than or equal to $50,000
is greater than or equal to 5% of the Outstanding Principal Balance of all Floating Rate
Mortgage Loans;




xxvii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
having an original Outstanding Principal Balance that is less than or equal to $100,000 is
greater than or equal to 45% of the Outstanding Principal Balance of all Fixed Rate Mortgage
Loans;




xxviii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans having an original Outstanding Principal Balance that is less than or equal to
$100,000 is greater than or equal to 10% of the Outstanding Principal Balance of all
Floating Rate Mortgage Loans;




xxix. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
having a Credit Grade of “A” is less than 95% of the Outstanding Principal Balance of all
Fixed Rate Mortgage Loans;




xxx. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans having a Credit Grade of “A” is less than 90% of the Outstanding Principal Balance of
all Floating Rate Mortgage Loans;




xxxi. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
having a Credit Grade of “D” is greater than 0.50% of the Outstanding Principal Balance of
all Fixed Rate Mortgage Loans;




xxxii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans having a Credit Grade of “D” is greater than 1% of the Outstanding Principal Balance
of all Floating Rate Mortgage Loans;




xxxiii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
with respect to which the related Mortgagors have provided Full Documentation is less than
or equal to 55% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans;




xxxiv. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans with respect to which the related Mortgagors have provided Full Documentation is less
than or equal to 40% of the Outstanding Principal Balance of all Floating Rate Mortgage
Loans;




xxxv. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all 40 Year Mortgage Loans,
30/40 Mortgage Loans and Interest Only that are Fixed Rate Mortgage Loans, combined, is
greater than or equal to 10% of the Outstanding Principal Balance of all Fixed Rate Mortgage
Loans;




xxxvi. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all 40 Year Mortgage Loans,
30/40 Mortgage Loans and Interest Only Loans that are Floating Rate Mortgage Loans,
combined, is greater than or equal to 75% of the Outstanding Principal Balance of all
Floating Rate Mortgage Loans;




xxxvii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
with respect to which the related Mortgagor occupies the related Mortgaged Property is less
than 93% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans;




xxxviii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans with respect to which the related Mortgagor occupies the related Mortgaged Property is
less than 90% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans;




xxxix. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
with respect to which the related Mortgaged Property is designated for single-family use is
less than 65% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans;




xl. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans with respect to which the related Mortgaged Property is designated for single-family
use is less than 65% of the Outstanding Principal Balance of all Floating Rate Mortgage
Loans;




xli. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
with respect to which the related Mortgaged Property is designated for other than
single-family use is greater than 35% of the Outstanding Principal Balance of all Fixed Rate
Mortgage Loans;




xlii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans with respect to which the related Mortgaged Property is designated for other than
single-family use is greater than 35% of the Outstanding Principal Balance of all Fixed Rate
Mortgage Loans;




xliii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
that are also Second Lien Mortgage Loans is greater than 40% of the Outstanding Principal
Balance of all Fixed Rate Mortgage Loans;




xliv. such Purchased Mortgage Loan is a Floating Rate Mortgage Loan that is also a
Second Lien Mortgage Loan;




xlv. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
with respect to which the related Mortgaged Property is located in the State of California
is greater than 42% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans;




xlvi. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage
Loans with respect to which the related Mortgaged Property is located in the State of
California is greater than 55% of the Outstanding Principal Balance of all Floating Rate
Mortgage Loans;




xlvii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
with respect to which the related Mortgaged Property is located in the State of Texas is
greater than 20% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans;




xlviii. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
with respect to which the related Mortgaged Property is located in the States of California
and Texas, combined, is greater than 50% of the Outstanding Principal Balance of all Fixed
Rate Mortgage Loans;




xlix. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the Outstanding Principal Balance of all Fixed Rate Mortgage Loans
with respect to which the related Mortgaged Property is located in a particular state of the
United States or the District of Columbia (other than the States of California and Texas) is
greater than 12% of the Outstanding Principal Balance of all Fixed Rate Mortgage Loans;




l. when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased
Mortgage Loans, the Outstanding Principal Balance of all Floating Rate Mortgage Loans with
respect to which the related Mortgaged Property is located in a particular state of the
United States or the District of Columbia (other than the State of California) is greater
than 15% of the Outstanding Principal Balance of all Floating Rate Mortgage Loans;




li. when the Purchase Price for such Purchased Mortgage Loan is added to other
Purchased Mortgage Loans, the aggregate Purchase Price of all Fixed Rate Mortgage Loans that
are Purchased Mortgage Loans exceeds 50% of the Outstanding Principal Balance of all
Purchased Mortgage Loans; or




lii. 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 the greater of (i) 20% of the Facility Outstanding
Principal and (ii) $100 million.



“1.9 “Termination Date” shall mean the earliest of (i) the Business Day designated by
the Sellers to the Administrative Agent as the Termination Date at any time following thirty (30)
days’ written notice to the Administrative Agent, (ii) the day upon which a Termination Date is
declared or automatically occurs relating to an Event of Default pursuant to Section 15 hereof, or
(iii) July 25, 2007.”



SECTION 2. Conditions Precedent.  This Amendment shall become effective on the date
hereof (the “Amendment Effective Date”), subject to the satisfaction of the following
conditions precedent:



2.1 Delivered Documents.  On the Amendment Effective Date, the Administrative Agent
shall have received the following documents, each of which shall be satisfactory to the
Administrative Agent in form and substance:



(a) this Amendment, executed and delivered by the duly authorized officers of the
Administrative Agent, the Buyers and the Sellers; and



(b) such other documents as the Administrative Agent or counsel to the Administrative Agent
may reasonably request.



SECTION 3. Representations and Warranties.  Each Seller hereby represents and warrants
to the Administrative Agent that it is in compliance with all the terms and provisions set forth in
the Existing Pricing Side Letter and Master Repurchase Agreement on its part to be observed or
performed, and that no Event of Default has occurred or is continuing, and hereby confirms and
reaffirms the representations and warranties contained in Section 13 of the Master Repurchase
Agreement.



SECTION 4. Limited Effect.  Except as expressly amended and modified by this
Amendment, the Existing Pricing Side Letter shall continue to be, and shall remain, in full force
and effect in accordance with its terms.



SECTION 5. 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 6. 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]

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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.




	 	 	Administrative Agent: CREDIT SUISSE, NEW YORK BRANCH, as Administrative Agent






By: /s/ Alberto Zonca

Name: Alberto Zonca

Title: Director





By: /s/ Anthony Giordano

Name: Anthony Giordano

Title: Director





	 	 	Seller: FIELDSTONE MORTGAGE COMPANY, as a Seller






By: /s/ Mark C. Krebs

Name: Mark C. Krebs

Title: Sr. Vice President & Treasurer





	 	 	Seller: FIELDSTONE INVESTMENT CORPORATION, as a Seller






By: /s/ Mark C. Krebs

Name: Mark C. Krebs

Title: Sr. Vice President & Treasurer









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	 	 	Conduit Buyer: ALPINE SECURITIZATION CORP., as a Conduit Buyer






By: /s/ Joseph Soave

Name: Joseph Soave

Title: Director





By: /s/ Mark Lengel

Name: Mark Lengel

Title: Director





	 	 	Committed Buyer: CREDIT SUISSE, NEW YORK BRANCH, individually and as a Committed Buyer






By: /s/ Alberto Zonca

Name: Alberto Zonca

Title: Director





By: /s/ Anthony Giordano

Name: Anthony Giordano

Title: Director





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