AGREEMENT TO EXTEND MANAGEMENT AGREEMENT
This Agreement to Extend Management Agreement (the "Extension
Agreement") is made as of November 14, 2002, by and between FBR Asset Investment
Corporation (the "Company") and Friedman, Billings, 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, as extended and amended by
that certain Agreement to Extend and Amend Management Agreement, dated as of
December 17, 1999, as further extended and amended by that certain Agreement to
Extend and Amend Management Agreement, dated as of December 17, 2000, and as
further extended and amended by that certain Agreement to Extend Management
Agreement, dated as of December 17, 2001 (the "Management Agreement");
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, from December 17, 2002, to December 17, 2003,
in accordance with Section 12 of the Management Agreement.
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, the parties agree as follows:
SECTION 1. EXTENSION. The parties hereby agree to extend the term of
the Management Agreement from December 17, 2002 to December 17, 2003.
SECTION 2. TERMINATION OR CONSUMMATION OF MERGER AGREEMENT. In the
event the Agreement and Plan of Merger, dated as of the date hereof, by and
among the Company, Friedman, Billings, Xxxxxx Group, Inc. and Forest Merger
Corporation (the "Merger Agreement") is terminated for any reason by any party
thereto, from and after the date of any such termination the Company shall have
the right to terminate the Management Agreement without penalty upon 60 days
prior written notice to the Manager. In the event the Effective Time, as defined
in the Merger Agreement, occurs, the Management Agreement shall terminate
automatically effective as of the Effective Time.
SECTION 3. OTHER TERMS. Other than as expressly extended hereby, all
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 hereof or thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Extension
Agreement as of the date first written above.
FBR ASSET INVESTMENT CORPORATION FRIEDMAN, BILLINGS, XXXXXX
INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxxxxx
Title: Chief Operating Officer Title: Chief Financial Officer and Treasurer
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