Exhibit
10.1(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 Investment
Funding, LLC/Fee Letter


 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Funding Agreement, dated as of July 27, 2005 (as amended, supplemented or
otherwise modified and in effect from time to time, the “Funding Agreement”),
by and among (i) Fieldstone Investment Funding, LLC, a Delaware limited
liability company, as borrower (in such capacity, the “Borrower”), (ii) Fieldstone
Investment 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 party
thereto from time to time (together with its permitted successors and assigns
in such capacity, the “Facility Agent”) and as group agent for the lenders
having CSFB as a group agent (together with its permitted successors and
assigns in such capacity, the “CSFB Group Agent”) and (iv) the several
lenders and group agents party thereto from time to time.


 


Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in, or
incorporated by reference into, the Funding Agreement and the other Transaction
Documents.


 


In connection with the transaction
contemplated by the Funding Agreement and the other Transaction Documents, the
parties hereto hereby agree as follows from the Effective Date until the first
day on which all Aggregate Unpaids are paid in full:


 


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


 





















 


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


 


2.                                       Unused
Fee.  On each Settlement Date with
respect respect to the immediately preceding Settlement Period, the Borrower
agrees to pay to the Lenders in the CSFB Lending Groups, in accordance with the
Funding 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 and
such Lending Groups’ aggregate pro  rata share of the weighted
average daily Facility Outstandings for such Settlement Period.


 


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


 


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


 


5.                                       Other
Expenses.  The Borrower shall pay, or
cause to be paid, all of the due diligence and out-of-pocket costs and expenses
of the Facility Agent, the CSFB Group Agent and the Lenders in the CSFB Lending
Groups (including the reasonable fees and disbursements of counsel to each of
them) in connection with the effectiveness of the Transaction Documents and any
amendments or modifications thereto or waivers or consents in connection
therewith.  The Borrower agrees that,
once paid, the fees, costs and expenses payable hereunder shall not be
refundable under any circumstances. All fees payable hereunder shall be paid in
immediately available funds.


 


6.                                       Miscellaneous.


 


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


 


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(b)                                 This letter agreement may be
executed in any number of counterparts, each of which, taken together, shall
constitute one and the same agreement.


 


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


 


(d)                                 This letter agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.


 


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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:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  
								



 


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