PARTICIPATION AGREEMENTParticipation Agreement • April 10th, 2008 • Matlinpatterson LLC • Real estate investment trusts • New York
This PARTICIPATION AGREEMENT (this “Agreement”), dated as of March 31, 2008, is made by and between THORNBURG MORTGAGE ADVISORY CORPORATION, a Delaware corporation (the “Manager”), H. GARRETT THORNBURG, JR. (“GT”), individually and as trustee of the LLOYD THORNBURG SUBCHAPTER S TRUST, the IRREVOCABLE TRUST FOR THE BENEFIT OF THE DESCENDENTS OF H. GARRETT THORNBURG, JR. and the 2002 THORNBURG CHILDREN’S TRUST (collectively, the “GT Trusts”), and LARRY A. GOLDSTONE (“LG”), individually (together with GT, the GT Trusts and LG, the “Principal Stockholders”), MP TMAC LLC (the initial “Participant”; together with any Participant Affiliated (as defined in Section 1.1 hereof) with the initial Participant, “MatlinPatterson”) and each other Person (as defined in Section 1.1 hereof) who subsequently becomes a Participant hereunder (the initial Participant and such other Persons, collectively, the “Participants”).
MP TMA LLC MP TMA (Cayman) LLC New York, New York 10022Matlinpatterson LLC • April 10th, 2008 • Real estate investment trusts
Reference is hereby made to the Purchase Agreement, dated March 31, 2008, among Thornburg Mortgage Inc. (the “Company”), MP TMA LLC and MP TMA (Cayman) LLC (collectively, MatlinPatterson), and the other Subscribers party thereto. Capitalized or other terms used and not defined herein but defined in the Purchase Agreement shall have the meanings ascribed to them in the Purchase Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • April 10th, 2008 • Matlinpatterson LLC • Real estate investment trusts
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of MP TMA LLC, MP TMA (Cayman) LLC, MatlinPatterson Global Opportunities Partners III L.P., MatlinPatterson Global Opportunities Partners (Cayman) III L.P., MatlinPatterson Global Partners III LLC, MatlinPatterson Global Advisers LLC, MatlinPatterson Asset Management LLC, MatlinPatterson LLC, David J. Matlin and Mark R. Patterson, on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to shares of common stock, par value $0.01 per share, of Thornburg Mortgage, Inc., a Maryland corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
