**Exhibit10.1(3)**

 

CREDIT SUISSE, NEW YORK BRANCH11 MADISON AVENUENEW YORK, NEW YORK 10010

 

November 8,2005

 

Fieldstone Investment Funding, LLCFieldstone Investment Corporation11000 Broken Land ParkwaySuite 600Columbia, Maryland  21044Attention:  TreasurerPhone Number:  (410) 772-7275Fax Number:  (410) 772-7299

 

Re:                               CreditSuisse, New York Branch – Fieldstone Investment Funding, LLC –Fieldstone Investment CorporationFunding Agreement

 

Ladies and Gentleman:

 

1.                                       Referenceis made to that certain Funding Agreement dated as of July 27, 2005, asamended from time to time (the “Funding Agreement”), among CREDITSUISSE, NEW YORK BRANCH (“Facility Agent”), FIELDSTONE INVESTMENTFUNDING, LLC (the “Borrower”), FIELDSTONE INVESTMENT CORPORATION (the “Servicer”)and the several CONDUIT LENDERS, COMMITTED LENDERS and GROUP AGENTS partythereto from time to time.  Capitalizedterms used but not otherwise defined herein shall have the meanings provided inthe Funding Agreement.

 

2.                                       TheFacility Agent, the Borrower, the Servicer and the several Conduit Lenders,Committed Lenders and Group Agents hereby agree subject to the terms andconditions of this letter, that (i) the Funding Agreement and the TransactionDocuments are terminated and the Borrower, the Servicer, the Facility Agent andthe several Conduit Lenders, Committed Lenders and Group Agents have no furtherobligations thereunder, except for those obligations that by their termssurvive termination of the Funding Agreement, and (ii) the ConduitLenders, Committed Lenders and the Borrower shall not enter into any new Loansunder the Funding Agreement.

 

3.                                       Thisletter shall inure to the benefit of and be binding upon the parties hereto andtheir respective successors and permitted assigns.

 

4.                                       Thisletter may be executed in any number of counterparts each of which shallconstitute one and the same instrument, and either party hereto may executethis letter by signing any such counterpart.

 

[REMAINDER OFPAGE INTENTIONALLY LEFT BLANK]

 

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**Thisletter shall be construed in accordance with, and the obligations, rights andremedies of the parties hereunder shall be determined under, the substantivelaws of the State of New York (without giving effect to choice of lawprinciples), except to the extent preempted by Federal law.**

 
|                               | Sincerely,                     |
|------------------------------------|--------------------------------|
|                               |                           |
|                               |                           |
|                               | CREDIT SUISSE, NEW YORK BRANCH |
|                               |                           |
|                               |                           |
|                               | By:                            |   |
|                               |                           | Name: |
|                               |                           | Title: |
|                               |                           |
|                               |                           |
|                               | By:                            |   |
|                               |                           | Name: |
|                               |                           | Title: |
|                               |                           |
| Accepted and Agreed:               |                           |
|                               |                           |
|                               |                           |
| FIELDSTONE INVESTMENT FUNDING, LLC |                           |
|                               |                           |
| By:                                |                           |   |   |
| Name:                              |                           |
| Title:                             |                           |
|                               |                           |
| FIELDSTONE INVESTMENT CORPORATION  |                           |
|                               |                           |
| By:                                |                           |   |   |
| Name:                              |                           |
| Title:                             |                           |
|                               |                           |
| ALPINE SECURITIZATION CORP.        |                           |
|                               |                           |
| By:                                |                           |   |   |
| Name:                              |                           |
| Title:                             |                           |

 

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| CREDIT SUISSE, NEW YORK BRANCH |   |
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| Name:                          |   |
| Title:                         |   |
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| By:                            |   |   |   |
| Name:                          |   |
| Title:                         |   |
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