0000930413-10-001300 Sample Contracts

ANNALY CAPITAL MANAGEMENT, INC. UNDERWRITING AGREEMENT March 2, 2010
Underwriting Agreement • March 5th, 2010 • Annaly Capital Management Inc • Real estate investment trusts • New York

Annaly Capital Management, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (“Credit Suisse,” or the “Underwriter”) $100,000,000 of its 4.00% Convertible Senior Notes due 2015 (the “Securities”). The Securities are described in the Prospectus which is referred to below.

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