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1996 Amended And Extended Management Agreement

This is an actual contract by Indymac Bancorp.
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Sectors: Banking
Effective Date: January 01, 1996
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EXHIBIT 10.1


FIRST AMENDMENT TO
1996 AMENDED AND EXTENDED MANAGEMENT AGREEMENT


THIS FIRST AMENDMENT TO 1996 AMENDED AND EXTENDED MANAGEMENT AGREEMENT ("the Amendment") is made, dated and effective as of the 25th day of July, 1996 by and between CWM Mortgage Holdings, Inc., a Delaware corporation which has elected to qualify as a real estate investment trust, formerly known as Countrywide Mortgage Investments, Inc. (the "Company"), and Countrywide Asset Management Corporation, a Delaware corporation (the "Manager"). Capitalized terms not otherwise defined herein shall have the respective meanings given such term in the Agreement (as defined below).


WITNESSETH


WHEREAS, the Company and the Manager have entered into that certain 1996 Amended and Extended Management Agreement dated as of June 1, 1996 (the "Agreement"), pursuant to which the Company has retained the Manager to manage the operations and investments of the Company and its Subsidiaries and to perform certain administrative services for the Company and its Subsidiaries; and


WHEREAS, the Company and the Manager wish to amend the Agreement on the terms and subject to the conditions set forth herein below.


NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:


1. New Defined Term. The parties hereto have agreed to insert a new
---------------- defined term in Section 1 of the Agreement. In order to effectuate this agreement, the following new defined term is hereby inserted in Section 1 of the Agreement, in its correct alphabetical order:


"(m-1) "Key Employee" shall mean each of the employees of the Manager listed on Exhibit C hereto, as such list may be amended from time to time,
--------- whether or not such persons are employed by the Manager."


2. Deployment of Key Employees. The parties hereto have agreed that the
--------------------------- Manager shall deploy the Key Employees (except for David S. Loeb and Angelo R. Mozilo) to work exclusively on the business affairs and day-to-day operations of the Company and its Subsidiaries. In order to effectuate this agreement, a new Section 8(c) is hereby inserted the Agreement as follows:


"(c) The Manager hereby agrees to ensure that each of the Key
Employees, if and to the extent that he or she is employed by the Manager
or one or more of its Affiliates, shall devote his or her employment-
related services exclusively to the business affairs and day-to-day
operations of the Company and/or its Subsidiaries, which duties shall
include but not be limited to all of the activities and services


described in Section 2 and Section 3 of this Agreement; provided that the
Company acknowledges and agrees that David S. Loeb and Angelo R. Mozilo are
officers and directors of Countrywide Credit Industries, Inc., and that
their respective em
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