EX-10.1(b)






Exhibit 10.1(b)




Execution




Fieldstone Mortgage Company

Fieldstone Investment Corporation

11000 Broken Land Parkway

Suite 600

Columbia, Maryland 21044




October 31, 2006




Lehman Brothers Bank, FSB


745 Seventh Avenue


7th Floor


New York, New York 10019



Re: Amended and Restated Pricing and Fee Letter



Gentlemen:



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.



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 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, between Buyer and Seller and as
compensation for services rendered or to be rendered by Buyer under the Repurchase Agreement,
Seller agreed to pay Buyer a non-refundable commitment fee in the amount of $375,000.00. Although
this fee was fully earned on the date of the Original Pricing and Fee Letter, it is payable in
twelve payments of $31,250.00 (each, a “Payment”). The first Payment was paid by Seller to
Buyer on the date of the Original Pricing and Fee Letter and the remaining eleven payments will be
or have been paid by Seller to Buyer on the first day of each month beginning with February 1, 2006
and ending with December 1, 2006. Notwithstanding anything in the foregoing to the contrary, in
order to induce Buyer to increase the Maximum Facility Amount 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 additional commitment fee in the
amount of $41,666.66. Although this additional fee is deemed to be fully earned on the date
hereof, it is payable in two payments of $20,833.33 (each, an “Additional Payment”). The
Additional Payment shall be made simultaneously with the Payment due on each of November 1, 2006
and December 1, 2006. Accordingly, on each of November 1, 2006 and December 1, 2006, Seller shall
pay Buyer $52,083.33, which amount consists of a Payment of $31,250.00 and an Additional Payment of
$20,833.33.



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 or Additional Payments and (b) with
respect to any Payment or Additional 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 (w) 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 (x) the number of days remaining in the Incomplete Month as of the date
of termination and Buyer shall return to Seller the portion of such Additional Payment equal to the
product of (y) the fraction the numerator of which equals $20,833.33 and the denominator of which
equals the number of days in the Incomplete Month times (z) 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: Sr. Vice President & Treasurer





FIELDSTONE INVESTMENT CORPORATION




By: /s/ Mark C. Krebs

Name: Mark C. Krebs

Title: Sr. Vice President & Treasurer




AGREED:



LEHMAN BROTHERS BANK, FSB



By: /s/ Fred C. Madonna

Name: Fred C. Madonna

Title: Authorized Signature




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