Exhibit 1.1 HOMESIDE LENDING, INC. (a Florida corporation) Medium-Term Notes due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT Dated: January __, 2001 TABLE OF CONTENTSDistribution Agreement • January 31st, 2001 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
1 EXHIBIT 1.1 HOMESIDE LENDING, INC. MEDIUM-TERM NOTES DUE NINE MONTHS OR MORE FROM DATE OF ISSUE DISTRIBUTION AGREEMENTDistribution Agreement • August 31st, 1999 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
1 EXHIBIT 10.34 FORM OF BMC SECURITY AGREEMENT AMENDED AND RESTATED SECURITY AND COLLATERAL AGENCY AGREEMENT (this "Agreement"), dated January 31, 1997, made by HOMESIDE HOLDINGS, INC., a Florida corporation (formerly known as Barnett Mortgage...Security Agreement • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
Exhibit 10.78 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 17th day of May, 2001(the "Effective Date"), by and between HomeSide Lending, Inc. (the "Company"), a Florida corporation, National Australia Bank Limited...Employment Agreement • December 27th, 2001 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
1 EXHIBIT 10.25 FORM OF HOMESIDE PLEDGE AGREEMENT AMENDED AND RESTATED HOMESIDE PLEDGE AGREEMENT, dated as of January 31, 1996 (this "AGREEMENT"), made by HOMESIDE LENDING, INC., a Florida corporation (the "PLEDGOR"), in favor of THE CHASE MANHATTAN...Pledge Agreement • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
AMONGCredit Agreement • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
among HOMESIDE LENDING, INC. as Borrower,Revolving Credit Agreement • December 28th, 2000 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
Banc One Corporation and Banc One Mortgage Corporation, as Seller andAsset Purchase Agreement • August 14th, 1998 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
1 EXHIBIT 10.62 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT is made as of the 25th day of October, 1997, by and between National Australia Bank Limited ("Parent") a company organized under the laws of Australia, HomeSide...Employment Agreement • March 6th, 1998 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
Exhibit 10.80 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 17th day of May, 2001(the "Effective Date"), by and between HomeSide Lending, Inc. (the "Company"), a Florida corporation, National Australia Bank Limited...Employment Agreement • December 27th, 2001 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
AMENDMENT AMENDMENT, dated as of September 30, 1997 (this "Amendment"), to the Credit Agreement, dated as of January 31, 1997 (as amended, the "Credit Agreement"), among HomeSide Lending, Inc. ("HomeSide"), Honolulu Mortgage Company, Inc. (no longer a...Credit Agreement • January 14th, 1998 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
THIRD AMENDMENTLoan Agreement • April 29th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
1 Exhibit 10.55 THIRD AMENDMENTLoan Agreement • May 12th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
HOMESIDE LENDING, INC. MEDIUM-TERM NOTE (Fixed Rate)Note • January 31st, 2001 • Homeside Lending Inc • Mortgage bankers & loan correspondents
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
1 EXHIBIT 10.33 FORM OF HONOMO SECURITY AGREEMENT AMENDED AND RESTATED SECURITY AND COLLATERAL AGENCY AGREEMENT, dated January 31, 1997, made by HONOLULU MORTGAGE COMPANY, INC., a Hawaiian corporation (the "Grantor"), THE CHASE MANHATTAN BANK, in its...Security Agreement • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
THIRD AMENDMENTLoan Agreement • April 29th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., DEUTSCHE BANK AG, NEW YORK BRANCH and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Syndication Agents,Revolving Credit Agreement • December 29th, 1999 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
HOMESIDE LENDING, INC. (a Florida corporation) Medium-Term Notes due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT Dated: May 15, 1997, and amended as of February , 1998 TABLE OF CONTENTSDistribution Agreement • February 4th, 1998 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
PLAN OF MERGER THIS PLAN OF MERGER (the "Plan") is made and entered into as of this 15th day of February, 2000 by and between HOMESIDE HOLDINGS, INC., a Florida corporation (the "Merging Corporation"), and HOMESIDE LENDING, INC., a Florida corporation...Plan of Merger • May 15th, 2000 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
COMMERCIAL PAPER DEALER AGREEMENT, dated as of September 11, 1998 between HOMESIDE LENDING, INC., a Florida corporation (the "Issuer"), and MORGAN STANLEY & CO. INCORPORATED, a Delaware corporation ("MS"). The Issuer intends to issue short-term notes...Commercial Paper Dealer Agreement • February 12th, 1999 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
SECOND AMENDMENT TO UNSECURED REVOLVING CREDIT AGREEMENT This Second Amendment to Unsecured Revolving Credit Agreement, dated as of June 21, 2000 (this "Amendment"), is entered into by and between HOMESIDE LENDING, INC., a Florida corporation (the...Unsecured Revolving Credit Agreement • August 15th, 2000 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
TRUST UNDER NAB GROUP - USA DEFERRED COMPENSATION PLAN THIS TRUST AGREEMENT, effective as of July 6, 2000, by and between HOMESIDE LENDING, INC., a Florida corporation (the "Company") and SunTrust Banks of Florida, Inc., a Florida Corporation (the...Trust Agreement • August 15th, 2000 • Homeside Lending Inc • Mortgage bankers & loan correspondents
SECOND AMENDMENTCredit Agreement • March 6th, 1998 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
EXHIBIT 10.30 FORM OF SUBSIDIARIES GUARANTEE AMENDED AND RESTATED SUBSIDIARIES GUARANTEE, dated as of January 31, 1997 (this "GUARANTEE"), made by each of the corporations that are signatories hereto (the "GUARANTORS"), in favor of THE CHASE MANHATTAN...Subsidiaries Guarantee • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
INDENTURE Dated as of , 1997 Debt Securities 2 Reconciliation and tie between Trust Indenture Act of 1939 (the "Trust Indenture Act") and IndentureIndenture • April 29th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
Exhibit 10.32 FORM OF HOMESIDE SECURITY AGREEMENT AMENDED AND RESTATED SECURITY AND COLLATERAL AGENCY AGREEMENT, dated January 31, 1997, made by HOMESIDE LENDING, INC., a Florida corporation (the "Grantor"), THE CHASE MANHATTAN BANK, in its capacity...Security and Collateral Agency Agreement • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
Exhibit 4.3 [FACE OF NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE...Note Agreement • January 31st, 2001 • Homeside Lending Inc • Mortgage bankers & loan correspondents
1 EXHIBIT 10.19 MORTGAGE LOAN SERVICING AGREEMENT MORTGAGEE NAME: BARNETT BANKS, INC. MORTGAGEE ADDRESS: 50 N. LAURA STREET, JACKSONVILLE, FLORIDA 32202-3638 TYPE OF BUSINESS ENTITY: BANK HOLDING COMPANYMortgage Loan Servicing Agreement • April 8th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
RECITALS.Operating Agreement • August 14th, 1998 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
Exhibit 10.89 ASSET PURCHASE/LIABILITY ASSUMPTION AGREEMENT Dated as of December 11, 2001Asset Purchase/Liability Assumption Agreement • December 27th, 2001 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
C H A S E S E C U R I T I E S I N C. ------------------------------------------ -------------------------------------- October 1998Commercial Paper Offering • February 12th, 1999 • Homeside Lending Inc • Mortgage bankers & loan correspondents
FIRST AMENDMENT TO MORTGAGE LOAN SERVICING PURCHASE AND SALE AGREEMENTMortgage Loan Servicing Purchase and Sale Agreement • May 14th, 1999 • Homeside Lending Inc • Mortgage bankers & loan correspondents
MORTGAGE LOAN SERVICING PURCHASE AND SALE AGREEMENT Bulk Purchase First Chicago NBD Mortgage Company, 900 Tower Drive, Troy, Michigan 48008Mortgage Loan Servicing Purchase and Sale Agreement • May 14th, 1999 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
EXHIBIT 10.28 FORM OF HOLDINGS GUARANTEE AMENDED AND RESTATED HOLDINGS GUARANTEE, dated as of January 31, 1997 (this "GUARANTEE"), made by HOMESIDE, INC., a Delaware corporation (the "GUARANTOR"), in favor of THE CHASE MANHATTAN BANK, as...Holdings Guarantee • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
EXHIBIT 10.29 FORM OF HOMESIDE GUARANTEE AMENDED AND RESTATED HOMESIDE GUARANTEE, dated as of January 31, 1997 (this "HOMESIDE GUARANTEE"), made by HOMESIDE LENDING, INC., a Florida corporation (the "GUARANTOR"), in favor of THE CHASE MANHATTAN BANK,...Homeside Guarantee • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
