Exhibit 10.11 THIS DEBENTURE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED...Loan and Security Agreement • January 21st, 2003 • Accredited Home Lenders Holding Co • Blank checks
RECITALSStock Purchase Agreement • January 21st, 2003 • Accredited Home Lenders Holding Co • Blank checks • Delaware
CONSENT, FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (Convertible Debt) and FIRST AMENDMENT TO FLOATING-RATE CONVERTIBLE DEBENTURE ------------------------ --------------------------------------------------------Loan and Security Agreement • January 21st, 2003 • Accredited Home Lenders Holding Co • Blank checks • Minnesota
RECITALSStock Pledge Agreement • July 1st, 2002 • Accredited Home Lenders Holding Co • California
RECITALSIndemnity Agreement • July 1st, 2002 • Accredited Home Lenders Holding Co • Delaware
EXHIBIT 1.1 ACCREDITED HOME LENDERS HOLDING CO. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2002 • Accredited Home Lenders Holding Co • Blank checks • Virginia
OFFICE LEASE between MSK FINANCIAL SERVICES, INC., A CALIFORNIA CORPORATION (DBA ACCREDITED HOME LENDERS) ------------------------------------------------- ------------------------------- Tenant andOffice Lease • July 1st, 2002 • Accredited Home Lenders Holding Co
Exhibit 10.21 ACCREDITED HOME LENDERS HOLDING CO. DEFERRED COMPENSATION PLAN TRUST AGREEMENTTrust Agreement • November 12th, 2002 • Accredited Home Lenders Holding Co • Blank checks • California
International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of May 10, 2005Master Agreement • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
have entered and/or anticipate entering into one or more transactions (each a Transaction) that are or will be governed by this Master Agreement, which includes the schedule (the Schedule), and the documents and other confirming evidence (each a Confirmation) exchanged between the parties confirming those Transactions.
AGREEMENT ---------Stock Redemption Agreement • July 1st, 2002 • Accredited Home Lenders Holding Co • California
Exhibit 4.2 ACCREDITED HOME LENDERS, INC. SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT March 17, 1999 TABLE OF CONTENTSRights Agreement • August 20th, 2002 • Accredited Home Lenders Holding Co • Blank checks • California
FOURTEENTH AMENDMENT TO WAREHOUSING CREDIT, TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • February 6th, 2003 • Accredited Home Lenders Holding Co • Blank checks • Minnesota
AGREEMENT AND PLAN OF MERGER by and among ACCREDITED HOME LENDERS HOLDING CO., LSF5 ACCREDITED INVESTMENTS, LLC and LSF5 ACCREDITED MERGER CO., INC. Dated as of June 4, 2007Agreement and Plan of Merger • June 4th, 2007 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 4, 2007, by and among ACCREDITED HOME LENDERS HOLDING CO., a Delaware corporation (the “Company”), LSF5 ACCREDITED INVESTMENTS, LLC, a Delaware limited liability company (“Parent”), and LSF5 ACCREDITED MERGER CO., INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser” and, together with Parent, the “Buyer Parties”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 20th, 2007 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • Delaware
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is made and entered into as of September 18, 2007 by and among ACCREDITED HOME LENDERS HOLDING CO., a Delaware corporation (the “Company”), LSF5 ACCREDITED INVESTMENTS, LLC, a Delaware limited liability company (“Parent”), and LSF5 ACCREDITED MERGER CO., INC. a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser” and, together with the Parent, the “Buyer Parties”).
ACCREDITED HOME LENDERS HOLDING CO. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 15th, 2005 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • California
Accredited Home Lenders Holding Co. (the “Company”) has granted to Stuart D. Marvin (the “Participant”) an Award consisting of Shares subject to the terms and conditions set forth in this Restricted Stock Agreement (the “Agreement”). The Award has been granted pursuant to an offer of employment between the Company and the Participant. By signing this Agreement, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Award and this Agreement, (b) accepts the Award subject to all of the terms and conditions of this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement, and (d) acknowledges receipt of a copy of this Agreement.
SCHEDULE to the Master Agreement dated as of August 23, 2006 between CALYON NEW YORK BRANCH (“Party A”), the New York branch of Calyon, a French bank organized under the laws of the Republic of France and ACCREDITED HOME LENDERS, INC. (“Party B”), a...Master Agreement • November 9th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
This Amended and Restated Schedule to the Master Agreement amends and restates in its entirety the Schedule dated as of May 10, 2005, between Party A and Party B.
ADMINISTRATION AND SERVICING AGREEMENT dated as of October 1, 2004 between ACCREDITED MORTGAGE LOAN REIT TRUST and ACCREDITED HOME LENDERS, INC.Administration and Servicing Agreement • April 1st, 2005 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • California
ADMINISTRATION AND SERVICING AGREEMENT dated as of October 1, 2004 (the “Agreement”), between ACCREDITED MORTGAGE LOAN REIT TRUST, a Maryland real estate investment trust, (“REIT”) and ACCREDITED HOME LENDERS, INC., a California corporation, as the Administrator (in such capacity, the “Administrator”) and as the Servicer (in such capacity, the “Servicer”).
AMENDED AND RESTATED SECURITY AGREEMENT between CARMEL MOUNTAIN FUNDING TRUST and DEUTSCHE BANK TRUST COMPANY AMERICAS as Collateral Agent dated as of August 23, 2006Security Agreement • November 9th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENTCollateral Agency And • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
Collateral Agency and Intercreditor Agreement, dated as of May 10, 2005 (this “Agreement”), is by and among CALYON NEW YORK BRANCH (“Calyon”), and LEHMAN BROTHERS SPECIAL FINANCING INC., in its individual capacity (“Lehman” and, together with Calyon, the “Swap Counterparties”) and as agent under this Agreement for Lehman and Calyon (in such capacity and together with any successor thereto in such capacity, “Collateral Agent”).
ISDA® International Swaps and Derivatives Association, Inc. AMENDED AND RESTATED CREDIT SUPPORT ANNEX to the Amended and Restated Schedule to the Master Agreement dated as of August 23, 2006 betweenMaster Agreement • November 9th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents
This Amended and Restated Credit Support Annex amends and restates in its entirety the Credit Support Annex, dated as of May 10, 2005 (which Credit Support Annex supplements the Schedule dated as of May 10, 2005, between Party A and Party B, which is being amended and restated on the date hereof). This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.
CONFIRMATIONAccredited Home Lenders Holding Co • November 9th, 2006 • Mortgage bankers & loan correspondents • New York
The purpose of this letter agreement is to set forth the terms and conditions of the Swap Transaction entered into between HSBC Bank USA, National Association (“Party A”) and Carmel Mountain Funding Trust (“Party B”) on the Trade Date referred to below (the “Transaction”). It constitutes a “Confirmation” as referred to in the Master Agreement specified below.
AMENDED AND RESTATED SCHEDULE to the Master Agreement (Multicurrency - Cross Border) dated as of August 23, 2006 between CALYON NEW YORK BRANCH (“Party A”), the New York branch of a French bank and CARMEL MOUNTAIN FUNDING TRUST (“Party B”), a Delaware...Master Agreement • November 9th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
This Amended and Restated Schedule to the Master Agreement amends and restates in its entirety the Schedule, dated as of May 10, 2005, between Party A and Party B.
EXECUTIVE EMPLOYMENT AGREEMENTRestricted Stock Agreement • August 9th, 2005 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • California
This Executive Employment Agreement (“Agreement”) entered into between Accredited Home Lenders, Inc. (“Company”) and Stuart Marvin (“Executive”) sets forth the discussions that have been held and the specific issues that have been agreed to as follows:
AMENDMENT NO. 1 TO THE MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENTMortgage Loan Purchase and Servicing Agreement • November 9th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
Amendment No. 1, dated as of August 23, 2006 (the “Amendment”), to the Mortgage Loan Purchase and Servicing Agreement (the “Agreement”) dated as of May 10, 2005, by and among Carmel Mountain Funding Trust (the “Issuer”), Accredited Home Lenders, Inc. (the “Seller” or “Servicer”) and Accredited Home Lenders Holding Co. (the “Performance Guarantor”). Capitalized terms used and not defined herein shall have the meaning set forth in the Amended and Restated Security Agreement, dated as of August 23, 2006, by and between the Issuer and Deutsche Bank Trust Company Americas, as the collateral agent and Schedule I thereto.
PREFERRED SHARES GUARANTEE AGREEMENT from ACCREDITED HOME LENDERS HOLDING CO. to Holders of Accredited Mortgage Loan REIT Trust 9.75% Series A Perpetual Cumulative Preferred Shares Dated as of August 12, 2004Preferred Shares Guarantee Agreement • August 12th, 2004 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
This PREFERRED SHARES GUARANTEE AGREEMENT (“Guarantee Agreement”), dated as of August 12, 2004 is executed and delivered by Accredited Home Lenders Holding Co., a Delaware corporation (the “Guarantor”), for the benefit of the Holders (as defined herein) from time to time of the Series A Preferred Shares (as defined herein) of Accredited Mortgage Loan REIT Trust, a Maryland real estate investment trust (the “Issuer”);
CONFIRMATIONAccredited Home Lenders Holding Co • March 16th, 2006 • Mortgage bankers & loan correspondents • New York
The purpose of this letter agreement is to set forth the terms and conditions of the Swap Transaction entered into between Calyon New York Branch (“Party A”) and Carmel Mountain Funding Trust (“Party B”) on the Trade Date referred to below (the “Transaction”). It constitutes a “Confirmation” as referred to in the Master Agreement specified below.
CARMEL MOUNTAIN FUNDING TRUST, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee and Paying AgentAccredited Home Lenders Holding Co • November 9th, 2006 • Mortgage bankers & loan correspondents • New York
SERIES 2006-A SUPPLEMENT, dated as of August 23, 2006 (this “Supplement”) between CARMEL MOUNTAIN FUNDING TRUST a statutory trust established under the laws of Delaware (the “Issuer”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a, New York banking corporation as indenture trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Indenture Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as paying agent for the benefit of the Series 2006-A Subordinated Noteholders (the “Paying Agent”), to the Base Indenture, dated as of May 10, 2005, as amended by Amendment No. 1 thereto, dated as of August 23, 2006 between the Issuer and the Indenture Trustee (as further amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Subordinated Notes, the “Base Indenture”).
GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC.Lehman Brothers Special • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents
LEHMAN BROTHERS SPECIAL FINANCING INC. (“Party A”) and ACCREDITED HOME LENDERS, INC. (“Party B”) have entered into a Master Agreement dated as of May 10, 2005 (the “Master Agreement”), pursuant to which Party A and Party B have entered and/or anticipate entering into one or more transactions (each a “Transaction”), the Confirmation of each of which supplements, forms part of, and will be read and construed as one with, the Master Agreement (collectively referred to as the “Agreement”). This Guarantee is a Credit Support Document as contemplated in the Agreement. For value received, and in consideration of the financial accommodation accorded to Party A by Party B under the Agreement, LEHMAN BROTHERS HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware (“Guarantor”), hereby agrees to the following:
PREFERRED SHARES GUARANTEE AGREEMENT from ACCREDITED HOME LENDERS HOLDING CO. to Holders of Accredited Mortgage Loan REIT Trust 9.75% Series A Perpetual Cumulative Preferred Shares Dated as of October 6, 2004Preferred Shares Guarantee Agreement • October 5th, 2004 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
This PREFERRED SHARES GUARANTEE AGREEMENT (“Guarantee Agreement”), dated as of October 6, 2004 is executed and delivered by Accredited Home Lenders Holding Co., a Delaware corporation (the “Guarantor”), for the benefit of the Holders (as defined herein) from time to time of the Series A Preferred Shares (as defined herein) of Accredited Mortgage Loan REIT Trust, a Maryland real estate investment trust (the “Issuer”);
CONFIRMATIONAccredited Home Lenders Holding Co • November 9th, 2006 • Mortgage bankers & loan correspondents • New York
The purpose of this letter agreement is to set forth the terms and conditions of the Swap Transaction entered into between HSBC Bank USA, National Association (“Party A”) and Accredited Home Lenders, Inc. (“Party B”) on the Trade Date referred to below (the “Transaction”). It constitutes a “Confirmation” as referred to in the Master Agreement specified below.
CARMEL MOUNTAIN FUNDING TRUST, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee and Paying AgentAccredited Home Lenders Holding Co • March 16th, 2006 • Mortgage bankers & loan correspondents • New York
SERIES 2005-A SUPPLEMENT, dated as of May 10, 2005 (this “Supplement”) between CARMEL MOUNTAIN FUNDING TRUST a statutory trust established under the laws of Delaware (the “Issuer”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a, New York banking corporation as indenture trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Indenture Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as paying agent for the benefit of the Series 2005-A Subordinated Noteholders (the “Paying Agent”), to the Base Indenture, dated as of May 10, 2005, between the Issuer and the Indenture Trustee (as further amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Subordinated Notes, the “Base Indenture”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • June 19th, 2007 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
This Confidentiality Agreement (the “Agreement”) is dated as of March 24, 2007 by and between Lone Star U.S. Acquisitions, LLC (the “Receiving Party”) and Accredited Home Lenders Holding Co. (the “Company”).
CARMEL MOUNTAIN FUNDING TRUST, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture TrusteeAccredited Home Lenders Holding Co • March 16th, 2006 • Mortgage bankers & loan correspondents • New York
BASE INDENTURE, dated as of May 10, 2005 (the “Base Indenture”), between CARMEL MOUNTAIN FUNDING TRUST, a statutory trust established under the laws of Delaware, as issuer (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as indenture trustee (in such capacity, the “Indenture Trustee”).
SCHEDULE to the Master Agreement dated as of May 10, 2005 between LEHMAN BROTHERS SPECIAL FINANCING INC. (“Party A”), a corporation organized under the laws of the State of Delaware and ACCREDITED HOME LENDERS, INC. (“Party B”), a corporation...Master Agreement • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
CARMEL MOUNTAIN FUNDING TRUST, as Issuer, ACCREDITED HOME LENDERS, INC., as Seller and Servicer and ACCREDITED HOME LENDERS HOLDING CO., as Performance Guarantor MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT dated as of May 10, 2005Purchase and Servicing Agreement • March 16th, 2006 • Accredited Home Lenders Holding Co • Mortgage bankers & loan correspondents • New York
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT, dated as of May 10, 2005 (as amended, supplemented or otherwise modified and in effect from time to time, the “Mortgage Loan Purchase and Servicing Agreement”), between CARMEL MOUNTAIN FUNDING TRUST, a Delaware statutory trust, as purchaser (the “Issuer”), ACCREDITED HOME LENDERS, INC., a California corporation (the “Company”), as seller and servicer (in its capacity as seller hereunder, the “Seller,” and in its capacity as servicer hereunder, the “Servicer”), and ACCREDITED HOME LENDERS HOLDING CO., a Delaware corporation, as guarantor (the “Performance Guarantor”) of the Servicer’s obligations hereunder.
