0001193125-08-206796 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • October 6th, 2008 • Thornburg Mortgage Inc • Real estate investment trusts • New York

THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

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CONSENT OF MAJORITY PARTICIPANTS
Consent of Majority • October 6th, 2008 • Thornburg Mortgage Inc • Real estate investment trusts

This Consent of Majority Participants (this “Consent”), dated as of September 30, 2008, is being given by each of the participants identified on the signature pages hereto (each a “Participant”) pursuant to the several purchase agreements, each dated as of March 31, 2008 (collectively, the “Purchase Agreement”), by and between Thornburg Mortgage Inc. (the “Company”) and each of the investors designated on the signature pages thereto as a “Subscriber”. Unless otherwise defined herein, capitalized terms shall have the meaning given to them in the Purchase Agreement.

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