EXHIBIT 10.02
AGREEMENT TO EXTEND AND AMEND MANAGEMENT AGREEMENT
This Agreement to Extend and Amend Management Agreement (this
"Extension and Amendment Agreement") is made as of December 17, 1999, by and
between FBR Asset Investment Corporation (the "Company") and Xxxxxxxx, Xxxxxxxx
Xxxxxx Investment Management, Inc. (the "Manager").
WHEREAS, the Company and the Manager are parties to that certain
Management Agreement, dated as of December 17, 1997 (the "Management
Agreement"); and
WHEREAS, the Management Agreement provides in Section 12 thereof that
the parties may extend the term of the Management Agreement for up to 12 months
by executing a written extension; and
WHEREAS, the parties have determined to extend the term of the
Management Agreement by 12 months in accordance with Section 12 of the
Management Agreement; and
WHEREAS, the parties desire to amend the third paragraph of Section 12
of the Management Agreement;
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, the parties agree as follows:
SECTION 1. Definitions. Capitalized terms used herein but not
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otherwise defined shall have the meanings assigned to them in the Management
Agreement.
SECTION 2. Extension. The parties hereby agree to extend the term of
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the Management Agreement by 12 months commencing on the date hereof.
SECTION 3. Amendment. The parties hereby agree that the third paragraph
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of Section 12 of the Management Agreement is amended as follows, with double
underlined text indicating added language and struck-through text indicating
deleted language:
"Notwithstanding any other provision to the contrary, this Agreement,
or any extension hereof, may be terminated by the Company without
cause, upon 60 days written notice, by a majority vote of the
Independent Directors or by a vote of the holders of a majority of the
outstanding Common Shares; provided that, in the event of such a
termination without cause, (a) the base management fee and incentive
management fee earned during the twelve months preceding such
termination will be due and (b) Manager shall be paid a termination fee
equal to the base management fee and incentive management fee earned
during the twelve months ending on the final day of the calendar
quarter last ending prior to the date of termination. No termination
fee shall be due in the
event the initial term, or any extension thereof, expires and is not
renewed or extended."
SECTION 4. Other terms. Other than as expressly amended hereby, all
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other terms, conditions and provisions of the Management Agreement shall remain
in effect during the 12 month extension provided for hereby, unless the
Management Agreement is amended in writing by the parties or is sooner
terminated in accordance with the provisions thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Extension
Agreement as of the date first written above.
FBR ASSET INVESTMENT XXXXXXXX, XXXXXXXX XXXXXX
CORPORATION INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx
Title: Chief Financial Officer Title: Treasurer
