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EXHIBIT 10.32
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ADMINISTRATIVE PERSONNEL
AND FACILITIES AGREEMENT
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Dated as of April 1, 1998
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REDWOOD TRUST, INC.
and
RWT HOLDINGS, INC.
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EXHIBIT 10.32.1
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FIRST AMENDMENT
TO
ADMINISTRATIVE PERSONNEL
AND FACILITIES AGREEMENT
----------
Dated as of December 1, 1998
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REDWOOD TRUST, INC.
and
RWT HOLDINGS, INC.
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ADMINISTRATIVE PERSONNEL
AND FACILITIES AGREEMENT
THIS FIRST AMENDMENT, made effective as of the 1st day of December, 1998 (the
"Effective Date"), is by and between Redwood Trust, Inc., a Maryland corporation
("REIT"), and RWT Holdings, Inc., a Delaware corporation ("Holdings").
References to REIT or Holdings herein shall include any wholly-owned
subsidiaries of REIT or Holdings from time to time, unless the context otherwise
requires.
BACKGROUND
A. REIT owns all of the Series A Preferred Stock of Holdings;
B. Holdings and REIT entered into an Administrative Personnel and
Facilities Agreement (the "Agreement"), dated as of April 1, 1998, to
provide for the sharing of certain administrative personnel and
facilities.
C. Subsequent to entering into the Agreement, Holdings established its
chief executive office at 000 Xxxx Xxx Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxxxx, Xxxxxxxxxx 00000.
D. The parties desire to acknowledge the Holdings' relocation to the
above-referenced site and to re-affirm the provisions of the Agreement
in light of such relocation.
NOW, THEREFORE, in consideration of the mutual agreements herein set forth,
the parties hereto agree as follows:
1. Agreement Re-affirmed. Except as herein provided, all of the terms and
conditions of the Agreement are hereby re-affirmed by REIT and
Holdings and the provisions of the Agreement shall remain in full
force and effect notwithstanding the relocation of Holdings' chief
executive office to 000 Xxxx Xxx Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxxxxx 00000.
2. Change of Notice Address. From and after the date hereof, the address
for notices to Holdings under Section 6 of the Agreement shall be as
follows:
Holdings: RWT Holdings, Inc.
000 Xxxx Xxx Xxxxxxx Xxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxx
3. Execution in Counterparts. This First Amendment may be executed in one
or more counterparts, any of which shall constitute an original as
against any party whose signature appears on it, and all of which
shall together constitute a single instrument. This First Amendment
shall become binding when one or more counterparts individually or
taken together, bear the signatures of both parties.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed by their officers as of the day and year first above written.
REDWOOD TRUST, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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RWT HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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Title: Treasurer
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TABLE OF CONTENTS
Page
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Section 1. Administrative Personnel and Facilities................................. 3
Section 2. Limits of Company Responsibility........................................ 3
Section 3. Terms; Termination...................................................... 4
Section 4. Action Upon Termination................................................. 4
Section 5. Assignment.............................................................. 4
Section 6. Notices................................................................. 4
Section 7. No Joint Venture........................................................ 4
Section 8. Amendments.............................................................. 4
Section 9. Severability............................................................ 5
Section 10. Entire Agreement........................................................ 5
Section 11. Waiver ................................................................. 5
Section 12. Governing Law........................................................... 5
Section 13. Headings and Cross References........................................... 5
Section 14. Execution in Counterparts............................................... 5
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ADMINISTRATIVE PERSONNEL
AND FACILITIES AGREEMENT
THIS AGREEMENT, made effective as of the 1st day of April, 1998 (the "Effective
Date"), is by and between Redwood Trust, Inc., a Maryland corporation ("REIT"),
and RWT Holdings, Inc., a Delaware corporation ("Holdings"). References to REIT
or Holdings herein shall include any wholly-owned subsidiaries of REIT or
Holdings from time to time, unless the context otherwise requires.
BACKGROUND
A. REIT owns all of the Series A Preferred Stock of Holdings;
B. Holdings desires that REIT share with Holdings certain administrative
personnel and facilities, and REIT desires that Holdings share with
REIT certain administrative personnel and facilities.
NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the
parties hereto agree as follows:
1. Administrative Personnel and Facilities.
(a) REIT and Holdings agree to share such office space and equipment
(including computer equipment), and the services of such
administrative and other personnel, and items ancillary to the
foregoing, as each may require to carry on its business. REIT and
Holdings shall monitor the on-going use of facilities and
personnel by REIT and Holdings, respectively, and within 15 days
after the end of each fiscal quarter shall agree upon a written
allocation (by time used or other appropriate measure) of
facilities used by each and a list of personnel used by each
setting forth a percentage allocation of time devoted by each
person to each party.
(b) REIT and Holdings shall pay to each of their respective share (as
determined by their mutual agreement) of the following expenses
that relate to the provision of any personnel or facilities
pursuant to this Section 1:
(i) rent (including related local property taxes and property
insurance costs), telephone, utilities, office furniture,
equipment and machinery (including computers, to the extent
utilized) and other office expenses not specifically
allocated to the activities of REIT or Holdings; and
(ii) personnel expense (including salary, bonuses, benefits and
taxes); and
(iii) other general overhead expenses related to the foregoing.
Each party shall be responsible for all third-party fees and expenses billed
separately to it, such as accounting and legal fees and expenses.
2. Limits of Company Responsibility. Neither party assumes responsibility
under this Agreement other than to share the facilities and personnel
called for hereunder in good faith and neither party shall be
responsible for any of its actions hereunder, including those of its
shareholders, directors, officers and employees acting in accordance
with this Agreement, except by reason of acts constituting bad faith,
willful misconduct, gross negligence or reckless disregard of their
duties. Each party shall reimburse, indemnify and hold harmless the
other party, its shareholders, directors, officers and employees of
and from any and all expenses, losses, damages, liabilities, demands,
charges and claims of any nature whatsoever in respect of or arising
from any acts or
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omissions of such party, its shareholders, directors, officers and
employees constituting bad faith, willful misconduct, gross negligence
or reckless disregard of their duties.
3. Terms; Termination. This Agreement shall remain in force until the
second anniversary of the Effective Date, and thereafter, it shall be
automatically renewed for a term of one (1) year unless a written
notice is delivered by either party within 30 days prior to the end of
the term or any renewal term of this Agreement.
4. Action Upon Termination. From and after the effective date of
termination of this Agreement, each party shall forthwith:
(a) Agree with the other party on written allocations of facilities
and personnel covering the period following the date of the last
quarterly allocation agreed upon to the date of termination; and
(b) Based on such allocations, pay over to the other party any money
due for the account of such party pursuant to this Agreement or
otherwise.
5. Assignment. This Agreement shall not be assignable by either party
without the consent of the other party, except in the case of an
assignment by either party to a corporation or other organization
which is a successor (by merger, consolidation or purchase of assets)
to such party, in which case such successor organization shall be
bound hereunder by the terms of said assignment in the same manner as
the party succeeded is bound hereunder.
6. Notices. Any notice, report or other communication required or
permitted to be given hereunder shall be in writing, unless some other
method of giving such notice, report or other communication is
accepted by the party to whom it is given, and shall be given by being
delivered at the following addresses of the parties hereto:
REIT: Redwood Trust, Inc.
000 Xxxxxxx Xxxxxxx
Xxxxx 0000
Xxxx Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxx
Holdings: RWT Holdings, Inc.
000 Xxxxxxx Xxxxxxx
Xxxxx 0000
Xxxx Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxx
Either party may at any time give notice in writing to the other party
of a change of its address for the purpose of this Section 10.
7. No Joint Venture. REIT and Holdings are not partners or joint
venturers with each other and nothing herein shall be construed to
make them such partners or joint venturers or impose any liability as
such on either of them.
8. Amendments. This Agreement shall not be amended, changed, modified,
terminated or discharged in whole or in part, and the performance of
any obligation hereunder may not be waived, except by an instrument in
writing signed by both parties hereto, or their respective successors
or permitted assigns, or otherwise as provided herein.
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9. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity of any other provision,
and all other provisions shall remain in full force and effect.
10. Entire Agreement. This instrument contains the entire agreement
between the parties as to the rights granted and the obligations
assumed in this instrument.
11. Waiver. Any forbearance by a party to this Agreement in exercising any
right or remedy under this Agreement or otherwise afforded by
applicable laws shall not be a waiver of or preclude the exercise of
that or any other right or remedy.
12. Governing Law. This Agreement shall be governed by, construed under
and interpreted in accordance with the laws of the State of
California.
13. Headings and Cross References. The section headings hereof have been
inserted for convenience of reference only and shall not be construed
to affect the meaning, construction or effect of this Agreement. Any
reference made in this Agreement to a "Section" or "Subsection" shall
be construed, respectively, as referring to a section of this
Agreement or a subsection of a section of this Agreement.
14. Execution in Counterparts. This Agreement may be executed in one or
more counterparts, any of which shall constitute an original as
against any party whose signature appears on it, and all of which
shall together constitute a single instrument. This Agreement shall
become binding when one or more counterparts individually or taken
together, bear the signatures of both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers as of the day and year first above written.
REDWOOD TRUST, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X.Xxxxxx
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Title: President
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RWT HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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Title: Treasurer
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