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EXHIBIT 10.32.1
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FIRST AMENDMENT
TO
ADMINISTRATIVE PERSONNEL
AND FACILITIES AGREEMENT
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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 125 East Sir Francis Drake Boulevard, Suite
300, Larkspur, California 94939.
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 125 East Sir Francis Drake Boulevard, Suite 300,
Larkspur, California 94939.
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.
125 East Sir Francis Drake Boulevard
Suite 300
Larkspur, California 94939
Attn: Vickie L. Rath
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/ Douglas B. Hansen
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Name: Douglas B. Hansen
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Title: President
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RWT HOLDINGS, INC.
By: /s/ Vickie L. Rath
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Name: Vickie L. Rath
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Title: Treasurer
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