Exhibit
10.1(3)


 


CREDIT SUISSE, NEW YORK BRANCH

11 MADISON AVENUE

NEW YORK, NEW YORK 10010


 


November 8,
2005


 


Fieldstone Investment Funding, LLC

Fieldstone Investment Corporation

11000 Broken Land Parkway

Suite 600

Columbia, Maryland  21044

Attention:  Treasurer

Phone Number:  (410) 772-7275

Fax Number:  (410) 772-7299


 


Re:                               Credit
Suisse, New York Branch – Fieldstone Investment Funding, LLC –

Fieldstone Investment Corporation  Funding Agreement


 


Ladies and Gentleman:


 


1.                                       Reference
is made to that certain Funding Agreement dated as of July 27, 2005, as
amended from time to time (the “Funding Agreement”), among CREDIT
SUISSE, NEW YORK BRANCH (“Facility Agent”), FIELDSTONE INVESTMENT
FUNDING, LLC (the “Borrower”), FIELDSTONE INVESTMENT CORPORATION (the “Servicer”)
and the several CONDUIT LENDERS, COMMITTED LENDERS and GROUP AGENTS party
thereto from time to time.  Capitalized
terms used but not otherwise defined herein shall have the meanings provided in
the Funding Agreement.


 


2.                                       The
Facility Agent, the Borrower, the Servicer and the several Conduit Lenders,
Committed Lenders and Group Agents hereby agree subject to the terms and
conditions of this letter, that (i) the Funding Agreement and the Transaction
Documents are terminated and the Borrower, the Servicer, the Facility Agent and
the several Conduit Lenders, Committed Lenders and Group Agents have no further
obligations thereunder, except for those obligations that by their terms
survive termination of the Funding Agreement, and (ii) the Conduit
Lenders, Committed Lenders and the Borrower shall not enter into any new Loans
under the Funding Agreement.


 


3.                                       This
letter shall inure to the benefit of and be binding upon the parties hereto and
their respective successors and permitted assigns.


 


4.                                       This
letter may be executed in any number of counterparts each of which shall
constitute one and the same instrument, and either party hereto may execute
this letter by signing any such counterpart.


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK]


 





















 


This
letter shall be construed in accordance with, and the obligations, rights and
remedies of the parties hereunder shall be determined under, the substantive
laws of the State of New York (without giving effect to choice of law
principles), 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:

  	
   

  



 





















 


	
  CREDIT SUISSE, NEW YORK BRANCH

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title: