Exhibit 10.1


 


Exhibit A - PROSPECT ACQUISITION CORP.




December 31, 2008


 


Teleos
Management, L.L.C.


695
East Main Street


Stamford,
CT 06901


 


LLM
Capital Partners LLC


265
Franklin Street, 20th Floor


Boston,
MA 02110


 


Gentlemen:


 


Reference
is made to that certain agreement dated July 30, 2007 (the “Administrative
Services  Agreement”) by and among Prospect Acquisition Corp. (“Prospect”), LLM Capital Partners LLC (“LLM
Capital”) and Teleos Management,
L.L.C. (“Teleos”). Pursuant to the Administrative Services Agreement,
among other things, each of Teleos and LLM Capital agreed to provide Prospect
with certain general and administrative services including utilities and
administrative support, as well as the use of certain limited office space, as
may be required by Prospect from time to time, initially situated, in the case
of Teleos, at 695 East Main Street, Stamford, Connecticut, and in the case of
LLM Capital, at 265 Franklin St., 20th Floor, Boston, MA 02110, effective the
effective date of the registration statement for Prospect’s initial public
offering of its securities and continuing until the earlier of the consummation
by Prospect of a business combination (as described in Prospect’s initial
public offering prospectus) or the distribution of the trust account (as
described in Prospect’s initial public offering prospectus) (the “Services
Period”), in exchange for (i) a
payment of $4,500 per month by Prospect to Teleos (the “Teleos
Payment”) and (ii) a payment
of $3,000 per month by Prospect to LLM Capital (the “LLM Payment”),
during such period.


 


Effective
December 31, 2008, Prospect will no longer require (i) the use of the
office space situated at 695 East Main Street, Stamford, Connecticut or (ii) certain
of the general and administrative services provided by Teleos and LLM Capital
to Prospect pursuant to the Administrative Services Agreement. As a result,
effective January 1, 2009 and continuing for the remainder of the Services
Period, (i) the Teleos Payment shall be reduced by $416.85 per month, and
Prospect shall instead pay Teleos the sum of $4083.15 per month in exchange for
the remaining general and administrative services provided by Teleos to
Prospect pursuant to the Administrative Services Agreement and (ii) the
LLM Payment shall be reduced by $277.90 per month, and Prospect shall instead
pay LLM Capital the sum of $2722.10 per month in exchange for certain limited
office space, as may be required by Prospect from time to time and for the
remaining general and administrative services provided by LLM Capital pursuant
to the Administrative Services Agreement. Except to the extent amended hereby,
all of the definitions, terms, provisions and conditions set forth in the
Administrative Services Agreement are hereby ratified and confirmed and shall
remain in full force and effect. The Administrative Services Agreement and this
amendment (this “Amendment”) thereto shall be read and construed together as a single agreement and
the term “Administrative Services Agreement” shall henceforth be deemed to be a
reference to the Administrative Services Agreement as amended by this
Amendment.


 


Very
truly yours,


 


PROSPECT ACQUISITION CORP.


 

















 


	
   

  	
  By:

  	
  /s/
  James J. Cahill

  
	
   

  	
   

  	
  Name
  : 

  	
  James
  J. Cahill

  
	
   

  	
   

  	
  Title:
  

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AGREED
  TO AND ACCEPTED BY:

  
	
   

  	
   

  	
   

  
	
   

  	
  TELEOS
  MANAGEMENT, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel Gressel

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Gressel

  
	
   

  	
   

  	
  Title:
  

  	
  Managing
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LLM
  CAPITAL PARTNERS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Schofield

  
	
   

  	
   

  	
  Name:

  	
  Peter Schofield

  
	
   

  	
   

  	
  Title:
  

  	
  CFO