EXHIBIT 10.1.4
XXXXXXXXX MORTGAGE ASSET CORPORATION
AMENDMENT TO MANAGEMENT AGREEMENT
AS OF OCTOBER 1, 1998
The Management Agreement (the "Management Agreement") between Xxxxxxxxx
Mortgage Asset Corporation, a Maryland corporation (the "Company") and Xxxxxxxxx
Mortgage Advisory Corporation, a Delaware corporation (the "Manager"), is
amended, effective as of October 1, 1998, as follows:
RECITALS
This amendment to the Management Agreement is being effected for the
purpose of amending the method of computing the Incentive Compensation payable
to the Manager pursuant to Section 7 of the Management Agreement, as approved by
the Board of Directors of the Company, including all of the independent
directors, on October 16, 1998, and to restate and confirm in all respects the
Management Agreement as so amended. Capitalized terms used herein shall have
the meanings ascribed to them in the Management Agreement.
IT IS THEREFORE AGREED AS FOLLOWS:
1. Section 7 of the Management Agreement is amended by adding after
subsection (c) thereof the following as subsection 7(d):
Solely for purposes of calculating the Manager's Incentive Compensation under
Section 7(b), Average Net Worth shall be reduced by the amount that the Company
pays for the purchase of Company stock.
2. Section 7 of the Management Agreement is amended by adding after new
subsection (d) thereof the following as subsection 7(e):
Net Income of the Company, solely for purposes of calculating the Manager's
Incentive Compensation under Section 7(b), shall be determined by calculating
net income, including deductions and charges thereto, in accordance with
generally accepted accounting principles ("GAAP"), as determined by the
Company's independent certified public accountants.
3. The Management Agreement, as amended by this Amendment dated as of
October 1, 1998, is in all respects restated and affirmed between the parties.
IN WITNESS WHEREOF, the Company and the Manager hereby execute this
Amendment to the Management Agreement as of October 1, 1998.
XXXXXXXXX MORTGAGE ASSET CORPORATION
a Maryland corporation
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------
Xxxxx X. Xxxxxxxxx, President
XXXXXXXXX MORTGAGE ADVISORY CORPORATION
a Delaware corporation
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------------
Xxxxxxx Xxxxxxxxx, President
68
