EXHIBIT A
CALIFORNIA INVESTMENT FUND, LLC
550 West C Street, 10th Floor
San Diego, CA 92101
November 3, 2000
CONFIDENTIAL
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The Board of Directors of Dynex Capital, Inc.
c/o Thomas H. Potts
President
Dynex Capital, Inc.
4551 Cox Road, Suite 300
Glen Allen, VA 23060
Re: Dynex Capital, Inc.
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Gentlemen:
Reference is hereby made to that certain letter of intent, dated
September 29, 2000, between California Investment Fund, LLC ("CIF") and
Dynex Capital, Inc. ("Dynex"), as amended by that certain letter agreement,
dated October 22, 2000, between CIF and Dynex and by that certain letter
agreement, dated October 27, 2000 between CIF and Dynex (as amended, the
"Letter of Intent"). Each of CIF and Dynex agrees that (i) the Letter of
Intent is hereby amended to extend the "No-Shop Period" thereunder until
November 10, 2000 and (ii) the provisions of the Letter of Intent
(including, without limitation, the obligations of the parties under
Sections 1 and 6), as amended by the terms of this letter, remain in full
force and effect.
Very truly yours,
CALIFORNIA INVESTMENT FUND, LLC
By:/s/ Michael R. Kelly
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Name: Michael R. Kelly
Agreed to and accepted November 6, 2000.
Agreed to and Accepted this
3rd day of November, 2000
DYNEX CAPITAL, INC.
By: /s/ Thomas H. Potts
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Name: Thomas H. Potts
Title: President
