AMENDMENT NO. 2
TO
MANAGEMENT AGREEMENT
THIS AMENDMENT NO. 2 dated as of October 19, 2008 (the "AMENDMENT") to
the MANAGEMENT AGREEMENT dated as of November 21, 2007 (as amended by Amendment
No. 1 dated as of October 13, 2008 and as amended or supplemented from time to
time, the "AGREEMENT") is made and entered into by and between CHIMERA
INVESTMENT CORPORATION, a Maryland corporation (the "COMPANY"), and FIXED INCOME
DISCOUNT ADVISORY COMPANY, a Delaware corporation (together with its permitted
assignees, the "MANAGER").
WHEREAS, the Company and the Manager desire to amend the Agreement to
amend the compensation to be paid by the Company to the Manager under the
Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
SECTION 1. AMENDMENT.
(a) The Agreement is hereby amended by striking Section 1(m)
in its entirety. All subsequent definitions contained in Section 1 shall be
re-lettered in correct alphabetical order.
(b) The Agreement is hereby amended by striking Section 2(e)
in its entirety and replacing in lieu thereof the following.
"(e) To the extent that the Manager deems necessary
or advisable, the Manager may, from time to time, propose to retain one
or more additional entities for the provision of sub-advisory services
to the Manager in order to enable the Manager to provide the services
to the Company specified by this Agreement; provided that any such
agreement (i) shall be on terms and conditions substantially identical
to the terms and conditions of this Agreement or otherwise not adverse
to the Company, (ii) shall not result in an increased Base Management
Fee or expenses to the Company, and (iii) shall be approved by the
Independent Directors of the Company."
(c) The Agreement is hereby amended by striking Sections 8(d),
8(e), 8(f), 8(g), 8(h), and 8(i) in their entirety.
(d) The Agreement is hereby amended by striking Section 13(b)
in its entirety and replacing in lieu thereof the following:
"(b) In the event that this Agreement is terminated
in accordance with the provisions of Section 13(a) of this Agreement,
the Company shall pay to the
Manager, on the date on which such termination is effective, a
termination fee (the "Termination Fee") equal to three (3) times the
sum of the average annual Base Management Fee, calculated as of the end
of the most recently completed fiscal quarter prior to the date of
termination. The obligation of the Company to pay the Termination Fee
shall survive the termination of this Agreement."
SECTION 2. STATUS.
This Amendment amends the Agreement, but only to the extent expressly
set forth herein. All other provisions of the Agreement remain in full force and
effect. Unless otherwise defined herein, initially capitalized terms have the
meaning given them in the Agreement.
SECTION 3. REPRESENTATIONS.
In order to induce both the Company and the Manager to execute and
deliver this Amendment, both parties represent that as of the date hereof, each
are in full compliance with all of the terms and conditions of the Agreement,
including, but not limited to, the warranties and representations set forth in
the Agreement.
SECTION 4. GOVERNING LAW.
This Amendment shall be governed by and construed in accordance with
the applicable terms and provisions of Section 21 the Agreement, which terms and
provisions are incorporated herein by reference.
SECTION 5. COUNTERPARTS.
This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall be considered
one and the same instrument.
SECTION 6. FACSIMILE EXECUTION.
Facsimile signatures on counterparts of this Amendment are hereby
authorized and shall be acknowledged as if such facsimile signatures were an
original execution, and this Amendment shall be deemed as executed when an
executed facsimile hereof is transmitted by a party to any other party.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
CHIMERA INVESTMENT CORPORATION
By: /s/ A. Xxxxxxxxx Xxxxxxx
--------------------------------------
Name: A. Xxxxxxxxx Xxxxxxx
Title: Chief Financial Officer
FIXED INCOME DISCOUNT ADVISORY COMPANY
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
