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Exhibit 10.1(2)
FIELDSTONE INVESTMENT FUNDING, LLC
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July 27, 2005 |
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Credit Suisse, New York Branch, |
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as Facility Agent |
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Eleven Madison Avenue |
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New York, New York 10010 |
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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






