Exhibit 10.1
AMENDED AND RESTATED
ADVISORY AGREEMENT
BY AND AMONG
BENEFIT STREET PARTNERS REALTY TRUST, INC.,
BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P.,
AND
BENEFIT STREET PARTNERS L.L.C.
Dated as of January 19, 2018
Table of Contents
1. DEFINITIONS 1
2. APPOINTMENT 9
3. DUTIES OF THE ADVISOR 9
4. AUTHORITY OF ADVISOR 12
5. NO PARTNERSHIP OR JOINT VENTURE 12
6.
BANK ACCOUNTS 12
7. RECORDS; ACCESS 12
8. LIMITATIONS ON ACTIVITIES
12
9. FEES 13
10. EXPENSES 15
11. OTHER SERVICES 17
12.
REIMBURSEMENT TO THE ADVISOR 17
13. OTHER ACTIVITIES OF THE ADVISOR 17
14. TERM; RENEWAL; TERMINATION WITHOUT CAUSE 18
15. TERMINATION FOR
CAUSE 20
16. ASSIGNMENTS 20
17. PAYMENTS TO AND DUTIES OF ADVISOR
UPON TERMINATION 21
18. NON-SOLICITATION 21
19. INCORPORATION OF THE
ARTICLES OF INCORPORATION AND THE OPERATING PARTNERSHIP AGREEMENT 21
20.
INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP 22
21.
INDEMNIFICATION BY ADVISOR 23
22. ADVISOR INVESTMENT COMMITMENT 23
23. NOTICES 24
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24. MODIFICATION 24
25. SEVERABILITY 24
26. GOVERNING LAW 25
27. ENTIRE AGREEMENT 25
28. NO WAIVER 25
29. PRONOUNS AND PLURALS 25
30. HEADINGS 25
31. EXECUTION IN COUNTERPARTS 25
ii
AMENDED AND RESTATED ADVISORY AGREEMENT
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this "Agreement") dated as of
January [•], 2018 (the "Effective Date"), is entered into among Benefit Street
Partners Realty Trust, Inc., a Maryland corporation (the "Company"), Benefit
Street Partners Realty Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"), and Benefit Street Partners L.L.C., a
Delaware limited liability company (the "Advisor").
WITNESSETH
WHEREAS, the Company is a Maryland corporation organized in accordance with
Maryland General Corporation Law and intends to qualify as a REIT;
WHEREAS, the Company is the general partner of the Operating Partnership;
WHEREAS, the Company, the Operating Partnership and the Advisor are parties to
that certain Advisory Agreement, dated as of September 29, 2016 (the "Prior
Agreement"), and now desire to amend and restate such Advisory Agreement;
WHEREAS, the Company and the Operating Partnership desire to avail themselves of
the experience, sources of information, advice, assistance and certain
facilities of the Advisor (as defined below) and to have the Advisor undertake
the duties and responsibilities hereinafter set forth, on behalf of, and subject
to the supervision of the Board of Directors, all as provided herein; and
WHEREAS, the Advisor is willing to render such services, subject to the
supervision of the Board of Directors, on the terms and subject to the
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements contained herein, the parties hereto, intending to be legally
bound, hereby agree as follows.
1.
DEFINITIONS. As used in this Agreement, the following terms have
the definitions set forth below:
"Acquisition Expenses" means any and all expenses, exclusive of Acquisition
Fees, incurred by the Company, the Operating Partnership, the Advisor or any of
their Affiliates in connection with the selection, evaluation, acquisition,
origination, making or development of any Investments, whether or not