EXHIBIT 10.1
APEX MORTGAGE CAPITAL, INC.
FIRST AMENDMENT TO MANAGEMENT AGREEMENT
This First Amendment to the Management Agreement between APEX MORTGAGE
CAPITAL, INC., a Maryland corporation (the "COMPANY"), and TCW INVESTMENT
MANAGEMENT COMPANY, a California corporation (the "MANAGER") executed December
9, 1997 is entered into as of December 16, 1998 by the Company and the Manager
pursuant to section 26 of the Management Agreement.
The Management Agreement is amended as follows:
1.4 "Average Net Invested Capital" means for any period (i) the
arithmetic average of the sum of the gross proceeds of the offerings
of its equity securities by the Company, after deducting any
underwriting discounts and commissions and other expenses and costs
relating to such offering, plus (A) the Company's retained earnings
(taking into account any losses incurred) and (B) any non-cash charges
or reserves, including depreciation, xxxx-to-market adjustments and
unrealized credit loss, computed by taking the average of such values
at the end of each month during such period, plus (ii) any unsecured
debt approved by a majority of the Unaffiliated Directors to be
included in Average Net Invested Capital, minus (iii) the cumulative
amounts paid by the Company to repurchase its shares.
1.5 "Average Net Worth" means for any period the arithmetic average
of the sum of the gross proceeds from the offerings of its equity
securities by the Company, before deducting any underwriting discounts
and commissions and other expenses and costs relating to the
offerings, plus the Company's retained earnings (without taking into
account any losses incurred in prior periods) computed by taking the
average of such values at the end of each month during such period,
minus the cumulative amounts paid by the Company to repurchase its
shares.
IN WITNESS WHEREOF, the parties have executed this First Amendment to the
Management Agreement as of the effective date.
APEX MORTGAGE CAPITAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President
TCW INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxxx X. Xxxx, Xx.
--------------------------------------
Xxxxx X. Xxxx, Xx.
President
