ANNALY CAPITAL MANAGEMENT, INC. UNDERWRITING AGREEMENT May 9, 2012Underwriting Agreement • May 14th, 2012 • Annaly Capital Management Inc • Real estate investment trusts • New York
Annaly Capital Management, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC (“Credit Suisse”), Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and UBS Securities LLC is acting as representatives, $750,000,000 of its 5.00% Convertible Senior Notes due 2015 (the “Firm Securities”). In addition, solely for the purposes of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional $112,500,000 principal amount of its 5.00% Convertible Senior Notes due 2015 (the “Additional Securities”). The Firm Securities and the Additional Securities are hereinafter collectively sometimes referred to as the “Securities.” The Securities are described in the Prospectus which is referred to below.
ANNALY CAPITAL MANAGEMENT, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION AS TRUSTEE 5.00% Convertible Senior Notes due 2015 SECOND SUPPLEMENTAL INDENTURE Dated as of May 14, 2012 to INDENTURE Dated as of February 12, 2010Annaly Capital Management Inc • May 14th, 2012 • Real estate investment trusts • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of May 14, 2012, by and between Annaly Capital Management, Inc. (the “Company”), a corporation organized under the laws of the State of Maryland and having its principal executive office located at 1211 Avenue of the Americas, Suite 2902, New York, New York 10036, and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”) to that certain Indenture dated as of February 12, 2010 between the Company and the Trustee.
