Exhibit 10.1
AMENDMENT TO MANAGEMENT AGREEMENT
This AMENDMENT TO MANAGEMENT AGREEMENT is made as of December 19, 2012 (the Effective Date) by and among TWO HARBORS INVESTMENT CORP., a Maryland corporation, on behalf of itself and its Subsidiaries (the Company), TWO HARBORS OPERATING COMPANY LLC, a Delaware limited liability company (the Operating Company), and PRCM ADVISERS LLC, a Delaware limited liability company (together with its permitted assignees, the Manager).
WHEREAS, the parties executed a Management Agreement dated as of October 28, 2009 (the Management Agreement), and wish to amend its terms as set forth herein; and
WHEREAS, the Operating Company has entered into a Contribution Agreement date as of December 4, 2012, executed by the Company, the Operating Company, Silver Bay Realty Trust Corp. and Silver Bay Operating Partnership L.P. (the Silver Bay Contribution Agreement):
NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:
Section 1. Exclusion from Stockholders Equity. The definition of Stockholders Equity in the Management Agreement is hereby amended to subtract from Stockholders Equity an amount equal to (a) the number of REIT Shares received by the Company at the Closing multiplied by the IPO Price so long as, and to the extent that, the Company holds the REIT Shares, plus (b) the outstanding principal balance of the promissory note received by the Company upon sale of Redeemable Preferred Shares. For purposes of the foregoing, REIT Shares, Closing, IPO Price and Redeemable Preferred Shares shall have the meanings ascribed to them in the Silver Bay Contribution Agreement.
Section 2. Base Management Fee. The Base Management fee otherwise payable pursuant to Section 8 of the Management Agreement for the quarter ended June 30, 2013 shall be reduced by $4,340,000. Base Management Fee has the meaning ascribed to it Management Agreement.
Section 3. No Other Amendments. Except as expressly set forth herein, the Management Agreement has not be amended, revised or modified, and it remains in full force and effect.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
TWO HARBORS INVESTMENT CORP. | ||
By: |
/s/ Thomas Siering | |
Name: Thomas Siering | ||
Title: Chief Executive Officer | ||
TWO HARBORS OPERATING COMPANY LLC | ||
By: |
Two Harbors Investment Corp | |
Its: |
Managing Member | |
By: |
/s/ Thomas Siering | |
Name: Thomas Siering | ||
Title: Chief Executive Officer | ||
PRCM ADVISERS LLC | ||
By: |
/s/ Jeff Stolt | |
Name: Jeff Stolt | ||
Title: Chief Financial Officer |