AMERICAN CAPITAL AGENCY CORP.
(a Delaware corporation)
37,000,000 Shares of Common Stock
(Par Value $0.01 Per Share)
October 26, 2011
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
As Representatives of the several Underwriters
Ladies and Gentlemen:
American Capital Agency Corp., a Delaware corporation (the “Company”) and American Capital AGNC Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), confirm their agreement with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 10 hereof), for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are acting as representatives (in such capacity, if and as applicable, the “Representatives”),
with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 37,000,000 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 5,550,000 additional shares of Common Stock to cover over allotments, if any. The aforesaid 37,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 5,550,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.”
The Company and the Manager understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
Section 1.Representations and Warranties.