**Exhibit10.1(2)**

 

FIELDSTONE INVESTMENT FUNDING,LLC

 
|                            |   | July 27, 2005 |
|---------------------------------|--------|--------------------|
|                            |   |               |
| Credit Suisse, New York Branch, |   |               |
| as Facility Agent               |   |               |
| Eleven Madison Avenue           |   |               |
| New York, New York 10010        |   |               |

 

Re:                               Fieldstone InvestmentFunding, LLC/Fee Letter

 

Ladies and Gentlemen:

 

Reference is hereby made to that certainFunding Agreement, dated as of July 27, 2005 (as amended, supplemented orotherwise modified and in effect from time to time, the “Funding Agreement”),by and among (i) Fieldstone Investment Funding, LLC, a Delaware limitedliability company, as borrower (in such capacity, the “Borrower”), (ii) FieldstoneInvestment Corporation, a Maryland corporation, individually and as servicer(in such capacity, the “Servicer”), (iii) Credit Suisse, New York Branch (“CSFB”),as facility agent for the benefit of the several group agents and lenders partythereto from time to time (together with its permitted successors and assignsin such capacity, the “Facility Agent”) and as group agent for the lendershaving CSFB as a group agent (together with its permitted successors andassigns in such capacity, the “CSFB Group Agent”) and (iv) the severallenders and group agents party thereto from time to time.

 

Capitalized terms used herein and nototherwise defined herein shall have the meanings assigned to such terms in, orincorporated by reference into, the Funding Agreement and the other TransactionDocuments.

 

In connection with the transactioncontemplated by the Funding Agreement and the other Transaction Documents, theparties hereto hereby agree as follows from the Effective Date until the firstday on which all Aggregate Unpaids are paid in full:

 

1.                                       ApplicableMargin.  As used in the FundingAgreement, the “Applicable Margin” applicable to each Loan or portion thereofat any time shall be a rate equal to 0.23%; provided that, to the extentany Loan or portion thereof relates to Mortgage Loans that are Wet-Ink MortgageLoans, the ratable principal balance of such Loan or portion thereof relatingto the aggregate Outstanding Balance of

 

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such Wet-InkMortgage Loans shall have an Applicable Margin equal to 0.43% for each dayduring the related Funding Period for which such Mortgage Loans are Wet-InkMortgage Loans.

 

2.                                       UnusedFee.  On each Settlement Date withrespect respect to the immediately preceding Settlement Period, the Borroweragrees to pay to the Lenders in the CSFB Lending Groups, in accordance with theFunding Agreement, a fee (the “Unused Fee”) equal to the product of (i) 0.125%per annum multiplied by (ii) the difference between such Lending Groups’weighted average daily Group Facility Limits for such Settlement Period andsuch Lending Groups’ aggregate prorata share of the weightedaverage daily Facility Outstandings for such Settlement Period.

 

3.                                       AdministrationFee.  On each Settlement Date withrespect to the immediately preceding Settlement Period, the Borrower agrees topay to the Facility Agent, for its own account in accordance with the FundingAgreement, a fee (the “Administration Fee”) equal to the product of (i) 0.02%per annum multiplied by (ii) the weighted average daily FacilityOutstandings for such Settlement Period. 

 

4.                                       Computations.The Unused Fee and the Administration Fee shall be computed on the basis of theactual number of calendar days in the related Settlement Period elapsed in ayear of 360 days.

 

5.                                       OtherExpenses.  The Borrower shall pay, orcause to be paid, all of the due diligence and out-of-pocket costs and expensesof the Facility Agent, the CSFB Group Agent and the Lenders in the CSFB LendingGroups (including the reasonable fees and disbursements of counsel to each ofthem) in connection with the effectiveness of the Transaction Documents and anyamendments or modifications thereto or waivers or consents in connectiontherewith.  The Borrower agrees that,once paid, the fees, costs and expenses payable hereunder shall not berefundable under any circumstances. All fees payable hereunder shall be paid inimmediately available funds.

 

6.                                       Miscellaneous.

 

(a)                                  This letter agreement is one of theFee Letters referred to in the Funding Agreement.  This letter agreement shall be entitled toall of the rights and benefits, and subject to all of the limitations andrestrictions of, the Funding Agreement as if such rights, benefits, limitationsand restrictions were set forth herein in their entirety.

 

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(b)                                 This letter agreement may beexecuted in any number of counterparts, each of which, taken together, shallconstitute one and the same agreement.

 

(c)                                  No amendment, modification or waiverof any provision of this letter agreement shall be effective without thewritten agreement of each of the parties hereto. Any waiver or consent shall beeffective only in the specific instance and for the specific purpose for whichgiven.

 

(d)                                 This letter agreement shall begoverned by, and construed in accordance with, the laws of the State of NewYork.

 

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If you are in agreement with the foregoing,kindly indicate your consent in the space provided below.

 
|                                                       |   |   | FIELDSTONE  INVESTMENT FUNDING,

LLC, as  Borrower |
|------------------------------------------------------------|--------|--------|----------------------------------------------------|
|                                                       |   |   |                                               |   |   |
|                                                       |   |   | By:                                                |   |   |
|                                                       |   |   |                                               | Name: |   |
|                                                       |   |   |                                               | Title: |   |
|                                                       |   |   |                                               |   |   |
|                                                       |   |   |                                               |   |   |
| Accepted and agreed as of                                  |   |   |                                               |   |   |
| the date first above written:                              |   |   |                                               |   |   |
|                                                       |   |   |                                               |   |   |
| CREDIT SUISSE, NEW YORK BRANCH,                            |   |   |                                               |   |
| as Facility Agent and as CSFB Group Agent                  |   |   |                                               |   |
| for the benefit of the Lenders in the CSFB  Lending Groups |   |   |                                               |
|                                                       |   |   |                                               |
|                                                       |   |   |                                               |   |   |
| By:                                                        |   |   |                                               |   |   |
|                                                       | Name:  |   |                                               |   |   |
|                                                       | Title: |   |                                               |   |   |
|                                                       |   |   |                                               |   |   |
|                                                       |   |   |                                               |   |   |
| By:                                                        |   |   |                                               |   |   |
|                                                       | Name:  |   |                                               |   |   |
|                                                       | Title: |   |                                               |   |   |
|                                                            |        |        |                                                    |  |  |  |  |

 

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