amendment.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing






Exhibit 10.1


AMENDMENT NO. 2 



TO 



MANAGEMENT AGREEMENT




     THIS AMENDMENT NO. 2 dated as of October 19, 2008 (the “Amendment”) to the MANAGEMENT AGREEMENT dated as of November 21, 2007 (as
amended by Amendment No. 1 dated as of October 13, 2008 and as amended or supplemented from time to time, the “Agreement”) is made and entered into by and between CHIMERA
INVESTMENT CORPORATION, a Maryland corporation (the “Company”), and FIXED INCOME DISCOUNT ADVISORY COMPANY, a Delaware corporation (together with its permitted assignees, the
“Manager”). 


     WHEREAS, the Company and the Manager desire to amend the Agreement to amend the compensation to be paid by the Company to the Manager under the Agreement. 


     NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows: 


     SECTION 1. AMENDMENT.


          (a) The Agreement is hereby amended by striking Section 1(m) in its entirety. All subsequent definitions contained in Section 1 shall be
re-lettered in correct alphabetical order. 


          (b) The Agreement is hereby amended by striking Section 2(e) in its entirety and replacing in lieu thereof the following. 


             “(e) To the extent that the Manager deems necessary
    or advisable, the Manager may, from time to time, propose to retain one or more
    additional entities for the provision of sub-advisory services to the Manager
    in order to enable the Manager to provide the services to the Company specified
    by this Agreement; provided that any such agreement (i) shall be on terms and
    conditions substantially identical to the terms and conditions of this Agreement
    or otherwise not adverse to the Company, (ii) shall not result in an increased
    Base Management Fee or expenses to the Company, and (iii) shall be approved by
    the Independent Directors of the Company.”
  




          (c) The Agreement is hereby amended by striking Sections 8(d), 8(e), 8(f), 8(g), 8(h), and 8(i) in their entirety. 












          (d) The Agreement is hereby amended by striking Section 13(b) in its entirety and replacing in lieu thereof the following: 


             “(b) In the event that this Agreement is terminated
  in accordance with the provisions of Section 13(a) of this Agreement, the Company
  shall pay to the Manager, on the date on which such termination is effective,
  a termination fee (the “Termination Fee”) equal to three (3) times the sum
  of the average annual Base Management Fee, calculated as of the end of the
  most recently completed fiscal quarter prior to the date of termination. The
  obligation of the Company to pay the Termination Fee shall survive the termination
  of this Agreement.” 




     SECTION 2. STATUS.


     This Amendment amends the Agreement, but only to the extent expressly set forth herein. All other provisions of the Agreement remain in full force and effect. Unless otherwise defined herein,
initially capitalized terms have the meaning given them in the Agreement.


     SECTION 3. REPRESENTATIONS.


     In order to induce both the Company and the Manager to execute and deliver this Amendment, both parties represent that as of the date hereof, each are in full compliance with all of the terms and
conditions of the Agreement, including, but not limited to, the warranties and representations set forth in the Agreement. 


     SECTION 4. GOVERNING LAW.


     This Amendment shall be governed by and construed in accordance with the applicable terms and provisions of Section 21 the Agreement, which terms and provisions are incorporated herein by reference.



     SECTION 5. COUNTERPARTS.


     This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument. 


     SECTION 6. FACSIMILE EXECUTION.


     Facsimile signatures on counterparts of this Amendment are hereby authorized and shall be acknowledged as if such facsimile signatures were an original execution, and this Amendment shall be deemed as
executed when an executed facsimile hereof is transmitted by a party to any other party. 


[SIGNATURE PAGE FOLLOWS]


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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 

	 	
CHIMERA INVESTMENT CORPORATION	
	 	 	
	 	 	
	 	
By:                                                                                      	
	 	
Name:	
	 	
Title:	
	 	 	
	 	 	
	 	 
	 	
FIXED INCOME DISCOUNT ADVISORY COMPANY	
	 	 	
	 	 	
	 	
By:                                                                                      	
	 	
Name:	
	 	
Title: