THORNBURG MORTGAGE, INC. Series D Adjusting Rate Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) UNDERWRITING AGREEMENT November 15, 2006Underwriting Agreement • November 17th, 2006 • Thornburg Mortgage Inc • Real estate investment trusts • New York
Thornburg Mortgage, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A hereto (the “Underwriters”), including Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Bear, Stearns & Co. Inc., as representatives of the several Underwriters (together, the “Representatives”), an aggregate of 4,000,000 shares (the “Firm Shares”) of Series D Adjusting Rate Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) (the “Preferred Stock”) of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 600,000 shares of Preferred Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
