Exhibit 10.1(b)


 


Execution


 


Fieldstone Mortgage Company

Fieldstone Investment Corporation

11000 Broken Land Parkway

Suite 600

Columbia, Maryland 21044


 


December 28, 2005


 


Lehman Brothers Bank, FSB


745 Seventh Avenue


7th Floor


New York, New York 10019


 


Re:          Pricing and Fee Letter


 


Gentlemen:


 


Reference is made to that certain First
Amendment to the Second Amended and Restated Master Repurchase Agreement
Governing Purchases and Sales of Mortgage Loans, dated as of December 28,
2005 (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”).  All capitalized
terms not otherwise defined herein shall have the meanings given to such terms
in the Repurchase Agreement.


 


For the purposes of the Repurchase Agreement,
the “Pricing Spread” means: (a) 0.70% for each High Purchase Price Mortgage
Loan that is a Dry Ink Mortgage Loan; (b) 0.90% for each High Purchase
Price Mortgage Loan that is a Wet Ink Mortgage Loan; (c) 0.60% for each
Medium Purchase Price Mortgage Loan that is a Dry Ink Mortgage Loan; (d) 0.80%
for each Medium Purchase Price Mortgage Loan that is a Wet Ink Mortgage Loan; (e) 0.50%
for each Low Purchase Price Mortgage Loan that is a Dry Ink Mortgage Loan; and (f) 0.70%
for each Low Purchase Price Mortgage Loan that is a Wet Ink Mortgage Loan.


 


In order to induce Buyer to enter into the
renewal to the facility described in the Repurchase Agreement, and as
compensation for services rendered or to be rendered by Buyer under the
Repurchase Agreement, Seller shall pay Buyer a non-refundable commitment fee in
the amount of $375,000.00.  Although this
fee is deemed to be fully earned on the date hereof, it is payable in twelve
payments of $31,250.00 (each, a “Payment”).  The first Payment will be paid by Seller to
Buyer on the date hereof and the remaining eleven payments will be paid by
Seller to Buyer on the first day of each month beginning with February 1,
2006 and ending with December 1, 2006.


 





















 


On the day
following the dates March 31, 2006, June 30,
2006, September 30, 2006 and December 31, 2006 (with respect to each
immediately preceding three month period), Seller shall pay to Buyer a non-use fee (“Non-Use Fee”) equal to
the product of (x) 0.125% multiplied by (y) the fraction expressed as a
percentage the numerator of which equals the number of days in the applicable
period and the denominator of which equals 365 multiplied by (z) an amount
equal to (a) the Facility Amount minus (b) the average Repurchase
Price for all Transactions on each day during the applicable period; provided,
no Non-Use Fee shall be payable during the initial three (3) months of the
term of the Facility or if the amount determined for the preceding clause (b) during
any such period exceeds 50% of the Facility Amount.


 


Seller’s failure to comply with this letter
shall constitute an Event of Default under the Repurchase Agreement.


 


If Buyer terminates the Repurchase Agreement
other than with respect to an Event of Default, and at the time of termination
no Event of Default had occurred or was continuing, (a) Seller shall not
be required to pay Buyer any of the remaining Payments and (b) with
respect to any Payment already made by Seller to Buyer for which the entire
calendar month attributed to such Payment has not been completed (an “Incomplete
Month”), Buyer shall return to Seller the portion of such Payment equal to
the product of (x) the fraction the numerator of which equals $31.250.00 and
the denominator of which equals the number of days in the Incomplete Month
times (y) the number of days remaining in the Incomplete Month as of the date
of termination.


 


The terms of this fee letter may be modified
only by a subsequent letter signed by Buyer and Seller.  This fee letter is delivered to Seller with
the understanding (and Buyer has relied on Seller’s assurances) that the terms
of this fee letter will be kept confidential and not disclosed to any third
party except those in confidential relationship to Seller, such as officers,
directors, legal counsel, investment bankers, or as required by law, without
the express prior written consent of Buyer.


 


THIS FEE LETTER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This fee
letter may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties hereto
may execute this fee letter by signing any such counterpart.  Any signature delivered by a party via
facsimile shall be deemed to be an original signature hereto.


 


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If you are in agreement with the foregoing,
kindly sign and return to us the enclosed copy of this fee letter.


 


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
						



 


 


	
  AGREED:

  	
   

  
	
   

  	
   

  
	
  LEHMAN BROTHERS BANK, FSB

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred Madonna

  	
   

  	
   

  
	
  Name: Fred Madonna

  	
   

  
	
  Title: Authorized signature

  	
   

  
				



 


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