0001193125-08-073362 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • April 2nd, 2008 • Thornburg Mortgage Inc • Real estate investment trusts

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Amendment”) is made as of March 31, 2008 between THORNBURG MORTGAGE, INC., a Maryland corporation (the “Company”), and THORNBURG MORTGAGE ADVISORY CORPORATION, a Delaware Corporation (the “Manager”).

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THORNBURG MORTGAGE, INC. AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • April 2nd, 2008 • Thornburg Mortgage Inc • Real estate investment trusts

THIS AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT (this “Amendment”) is made as of April 1, 2008 between THORNBURG MORTGAGE, INC., a Maryland corporation (the “Company”), and AMERICAN STOCK TRANSFER AND TRUST COMPANY, a New York banking corporation (the “Rights Agent”).

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