EXHIBIT 10.11.1 THORNBURG MORTGAGE, INC. 8.00% SENIOR NOTES DUE 2013 FIRST SUPPLEMENTAL INDENTURE Dated as of May 15, 2003Indenture • May 28th, 2003 • Thornburg Mortgage Inc • Real estate investment trusts • New York
RECITALSManagement Agreement • November 13th, 2000 • Thornburg Mortgage Asset Corp • Real estate investment trusts
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., Seller DEUTSCHE BANK NATIONAL TRUST COMPANY, TrusteePooling and Servicing Agreement • May 28th, 2003 • Thornburg Mortgage Inc • Real estate investment trusts • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 1997 • Thornburg Mortgage Asset Corp • Real estate investment trusts • New York
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., Depositor DEUTSCHE BANK NATIONAL TRUST COMPANY, TrusteePooling and Servicing Agreement • April 19th, 2004 • Thornburg Mortgage Inc • Real estate investment trusts • Delaware
THORNBURG MORTGAGE HOME LOANS, INC., as Seller, STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,Sale and Servicing Agreement • February 19th, 2004 • Thornburg Mortgage Inc • Real estate investment trusts • New York
2 3 following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party except that Section 6 shall remain in effect.Underwriting Agreement • January 22nd, 1997 • Thornburg Mortgage Asset Corp • Real estate investment trusts • California
Exhibit 1.6 4,000,000 Shares THORNBURG MORTGAGE, INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • November 16th, 2001 • Thornburg Mortgage Inc • Real estate investment trusts • New York
THORNBURG MORTGAGE ASSET CORPORATION AMENDMENT TO MANAGEMENT AGREEMENT AS OF OCTOBER 1, 1998Management Agreement • March 26th, 1999 • Thornburg Mortgage Asset Corp • Real estate investment trusts
Common StockThornburg Mortgage Inc • February 19th, 2004 • Real estate investment trusts • New York
3,200,000 Shares Common Stock ($0.01 Par Value)Thornburg Mortgage Inc • February 7th, 2003 • Real estate investment trusts • New York
AMENDMENTThornburg Mortgage Inc • May 28th, 2003 • Real estate investment trusts
THORNBURG MORTGAGE, INC. 8.00% Senior Notes Due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2003 • Thornburg Mortgage Inc • Real estate investment trusts • New York
¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
1 3 The Company confirms its agreement with the Underwriter as follows:Underwriting Agreement • May 16th, 1997 • Thornburg Mortgage Asset Corp • Real estate investment trusts • New York
Up to $1,350,000,000 THORNBURG MORTGAGE, INC. Senior Subordinated Secured Notes Due 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2008 • Thornburg Mortgage Inc • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT dated March 31, 2008 (the “Agreement”) is entered into by and among Thornburg Mortgage, Inc., a Maryland corporation (the “Company”), the guarantor listed on the signature pages hereof (collectively with any other guarantor from time to time, the “Guarantors”), and MP TMA, LLC, MP TMA (Cayman), LLC and other purchasers listed on the signature pages hereof (collectively, the “Purchasers”).
EXHIBIT 10.12Thornburg Mortgage Inc • May 28th, 2003 • Real estate investment trusts • New York
BETWEENShareholder Rights Agreement • March 19th, 2001 • Thornburg Mortgage Inc • Real estate investment trusts • New York
Common StockThornburg Mortgage Inc • August 1st, 2003 • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE between THORNBURG MORTGAGE HOME LOANS, INC., THORNBURG MORTGAGE, INC. and WELLS FARGO BANK, N.A., as TrusteeJunior Subordinated Indenture • December 28th, 2005 • Thornburg Mortgage Inc • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of December 22, 2005, between THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation (the “Company”), THORNBURG MORTGAGE, INC., a Maryland corporation (the “Guarantor”), and WELLS FARGO BANK, N.A., a national banking association, as Trustee (in such capacity, the “Trustee”).
THORNBURG MORTGAGE, INC. 8,000,000 Shares 10% Series F Cumulative Convertible Redeemable Preferred Stock (Liquidation Preference $25.00 per share) UNDERWRITING AGREEMENT January 14, 2008Underwriting Agreement • January 16th, 2008 • 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 UBS Securities LLC and Friedman, Billings, Ramsey & Co., Inc. (“FBR”), as representatives of the several Underwriters (together, the “Representatives”), an aggregate of 8,000,000 shares (the “Firm Shares”) of 10% Series F Cumulative Convertible Redeemable Preferred Stock (liquidation preference $25.00 per share) of the Company (the “Preferred Stock”). 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 1,200,000 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.
CERTIFICATE OF STOCK Thornburg Mortgage Asset Corporation transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon the surrender of this Certificate properly endorsed. This Certificate is not...Thornburg Mortgage Asset Corp • January 17th, 1997 • Real estate investment trusts
THORNBURG MORTGAGE, INC. 14,000,000 SHARES CONTROLLED EQUITY OFFERINGSM SALES AGREEMENTSales Agreement • July 22nd, 2005 • Thornburg Mortgage Inc • Real estate investment trusts • New York
THORNBURG MORTGAGE, INC., a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:
EXHIBIT 10.8 SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • March 28th, 2001 • Thornburg Mortgage Inc • Real estate investment trusts • New York
AmongTrust Agreement • March 26th, 1999 • Thornburg Mortgage Asset Corp • Real estate investment trusts • Delaware
EXHIBIT 1.15Sales Agreement • March 22nd, 2004 • Thornburg Mortgage Inc • Real estate investment trusts • New York
EXHIBIT 10.1Management Agreement • August 9th, 2004 • Thornburg Mortgage Inc • Real estate investment trusts • New Mexico
RECITALSShareholder Rights Agreement • August 23rd, 2002 • Thornburg Mortgage Inc • Real estate investment trusts
SECURITY AGREEMENT made by THORNBURG MORTGAGE, INC. and certain of its Subsidiaries in favor of WILMINGTON TRUST COMPANY, as Note Lien Collateral Agent Dated as of March 31, 2008Security Agreement • April 4th, 2008 • Thornburg Mortgage Inc • Real estate investment trusts • New York
SECURITY AGREEMENT, dated as of March 31, 2008, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Wilmington Trust Company, as Note Lien Collateral Agent (in such capacity, the “Note Lien Collateral Agent”) for the Holders under a certain Indenture, dated as of March 31, 2008 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among Thornburg Mortgage, Inc. (the “Company”), the other Grantors and Wilmington Trust Company, as Trustee (in such capacity, the “Trustee”).
THORNBURG MORTGAGE, INC. 20,000,000 Shares 10% Series F Cumulative Convertible Redeemable Preferred Stock (Liquidation Preference $25.00 per share) UNDERWRITING AGREEMENT August 30, 2007Underwriting Agreement • September 4th, 2007 • Thornburg Mortgage Inc • Real estate investment trusts • New York
Thornburg Mortgage, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to Friedman, Billings, Ramsey & Co., Inc. (the “Underwriter”), an aggregate of 20,000,000 shares (the “Firm Shares”) of 10% Series F Cumulative Convertible Redeemable Preferred Stock (liquidation preference $25.00 per share) of the Company (the “Preferred Stock”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriter the option to purchase from the Company up to an additional 3,000,000 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.
WARRANT AGREEMENT (this “Agreement”), dated as of April 1, 2008 among Thornburg Mortgage, Inc., a Delaware corporation (the “Company”), the warrantholders listed on the signature pages hereto (the “Initial Holders”) and each other Person (as defined...Warrant Agreement • August 26th, 2008 • Thornburg Mortgage Inc • Real estate investment trusts • New York
a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder(s) hereof upon written request directed to the Company.
SERVICING PURCHASE AGREEMENT between Joel I. Sher, Chapter 11 Trustee, as Seller, for TMST Home Loans, Inc., f/k/a Thornburg Mortgage Home Loans, Inc., and Select Portfolio Servicing, Inc., as Purchaser Dated as of February 1, 2010Servicing Purchase Agreement • February 5th, 2010 • TMST, Inc. • Real estate investment trusts • Maryland
THIS SERVICING PURCHASE AGREEMENT (the “Agreement”) dated as of February 1, 2010, is executed by and between Joel I. Sher, as Chapter 11 Trustee, as Seller (the “Seller”), for TMST Home Loans, Inc., f/k/a Thornburg Mortgage Home Loans, Inc., a Delaware corporation (the “Debtor”), and Select Portfolio Servicing, Inc., a Utah corporation, as purchaser (“the Purchaser”).
FIRST SUPPLEMENTAL INDENTUREFirst 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.
THORNBURG MORTGAGE DEPOSITOR, L.L.C.Securities Sale and Contribution Agreement • August 9th, 2004 • Thornburg Mortgage Inc • Real estate investment trusts • New York
SECOND SUPPLEMENTAL INDENTURE to Indenture dated as of May 15, 2003 between Thornburg Mortgage, Inc. and Deutsche Bank Trust Company Americas, as TrusteeSecond Supplemental Indenture • April 4th, 2008 • Thornburg Mortgage Inc • Real estate investment trusts • New York
This Second Supplemental Indenture (this “Supplemental Indenture”), dated as of March 31, 2008, among Thornburg Mortgage, Inc. (or its permitted successor), a Maryland corporation (the “Company” and the “Issuer”), Thornburg Mortgage Home Loans, Inc., a Delaware corporation, Adfitech, Inc., a Nevada corporation, Thornburg Acquisition Subsidiary, Inc., a Delaware corporation, Thornburg Mortgage Hedging Strategies, Inc., a Delaware corporation (each a “Guarantor”, collectively the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
CONSENT OF MAJORITY PARTICIPANTSConsent of Majority • July 3rd, 2008 • Thornburg Mortgage Inc • Real estate investment trusts
This Consent of Majority Participants (this “Consent”), dated April 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.
