Exhibit 10.11 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into the 30th day of August, 2002 by and among CapitalSource Holdings LLC, a Delaware limited liability company,...Registration Rights Agreement • June 12th, 2003 • Capitalsource Inc • Delaware
INTRODUCTIONEmployment Agreement • June 12th, 2003 • Capitalsource Inc • California
INTRODUCTIONEmployment Agreement • June 12th, 2003 • Capitalsource Inc • Washington
by and amongSale and Servicing Agreement • January 20th, 2004 • Capitalsource Inc • Finance lessors • New York
Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Agreement (this "Agreement") is made as of the 3rd day of April, 2002, between CAPITALSOURCE FINANCE LLC, a limited liability company formed under the laws of the State of Delaware (the...Employment Agreement • July 15th, 2003 • Capitalsource Inc • Finance lessors • Maryland
EXECUTION VERSION AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LOAN CERTIFICATE AND SERVICING AGREEMENT THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LOAN CERTIFICATE AND SERVICING AGREEMENT, dated as of April 22, 2003 (this "Amendment"), is...Loan Agreement • June 12th, 2003 • Capitalsource Inc • New York
INDENTUREIndenture • January 20th, 2004 • Capitalsource Inc • Finance lessors • New York
Exhibit 10.18 MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL, LLC, as buyer ("Buyer"), and CAPITALSOURCE SNF FUNDING LLC, as seller ("Seller") Dated as of August 1, 2003 TABLE OF CONTENTSMaster Repurchase Agreement • August 5th, 2003 • Capitalsource Inc • Finance lessors • New York
EXHIBIT 10.1.1 THIRD AMENDMENT TO OFFICE LEASE AGREEMENT THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT ("Third Amendment") is made this 1st day of August, 2003, by and between CHASE TOWER ASSOCIATES, L.L.C., a Delaware limited liability company...Office Lease Agreement • February 2nd, 2004 • Capitalsource Inc • Finance lessors
JUNIOR SUBORDINATED INDENTURE among CAPITALSOURCE FINANCE LLC CAPITALSOURCE INC. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Trustee Dated as of December 14, 2005Junior Subordinated Indenture • March 9th, 2006 • Capitalsource Inc • Finance lessors • New York
Junior Subordinated Indenture, dated as of December 14, 2005, among CapitalSource Finance LLC a Delaware limited liability company (the “Company”), CapitalSource Inc., a Delaware corporation, (the Guarantor”), and JPMorgan Chase Bank, National Association, a national banking corporation, as Trustee (in such capacity, the “Trustee”).
EXHIBIT 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 3rd day of April, 2002, by and between CapitalSource Finance LLC, a Delaware limited liability company (the "Employer"), and Bryan M. Corsini, an...Employment Agreement • June 12th, 2003 • Capitalsource Inc • Maryland
21,300,000 Shares CapitalSource Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2003 • Capitalsource Inc • Finance lessors • New York
CREDIT SUISSE FIRST BOSTON LLC CITIGROUP GLOBAL MARKETS INC. WACHOVIA CAPITAL MARKETS LLC, As Representatives of the Several Underwriters (the “Representatives”), c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
CAPITALSOURCE INC. AS OBLIGOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE INDENTURE DATED AS OF ________________________ SENIOR DEBT SECURITIESIndenture • December 23rd, 2005 • Capitalsource Inc • Finance lessors • New York
Attention should also be directed to Section 318(c) of the 1939 Act, which provides that the provisions of Sections 310 to and including 317 of the 1939 Act are a part of and govern every qualified indenture, whether or not physically contained therein.
ContractStock Option Agreement • July 26th, 2013 • Capitalsource Inc • State commercial banks • Delaware
CAPITALSOURCE STOCK OPTION AGREEMENT, dated as of July 22, 2013, (this “Agreement”), between PacWest Bancorp, a Delaware corporation (“Issuer”), and CapitalSource Inc., a Delaware corporation (“Grantee”).
17,500,000 SHARES CAPITALSOURCE INC. COMMON STOCKUnderwriting Agreement • February 2nd, 2004 • Capitalsource Inc • Finance lessors • New York
SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT by and among CS FUNDING VII DEPOSITOR LLC, as the Seller CAPITALSOURCE FINANCE LLC, as the Originator and as the Servicer EACH OF THE ISSUERS FROM TIME TO TIME PARTY HERETO, EACH OF THE...Sale and Servicing Agreement • November 4th, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (such agreement as amended, modified, supplemented, restated or replaced from time to time, the “Agreement”) dated as of May 8, 2008, as amended by the First Amendment, dated as of July 31, 2008, the Second Amendment, dated as of August 20, 2008, and the Extension and Third Amendment, dated as of March 30, 2009, and as amended and restated as of April 20, 2009 and as AMENDED AND RESTATED as of June 16, 2009, by and among:
CapitalSource Inc. and American Stock Transfer & Trust Company, LLC Tax Benefit Preservation Plan Dated as of July 22, 2013Tax Benefit Preservation Plan • July 23rd, 2013 • Capitalsource Inc • State commercial banks • Delaware
Exercisability. The Rights will not be exercisable until 10 days after the public announcement by the Company that a person or group has become an “Acquiring Person” by obtaining beneficial ownership, after July 22, 2013, of 4.9% or more of our outstanding common stock (or if already the beneficial owner of at least 4.9% of our outstanding common stock, by acquiring additional shares of our common stock), unless exempted by the Board.
JAMES J. PIECZYNSKI AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2012 • Capitalsource Inc • State commercial banks • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 28th day of September, 2012 (the “Effective Date”), by and among CapitalSource Inc., a Delaware corporation (“CapitalSource” or “Parent”) CapitalSource Bank, a California industrial bank (the “Company” or “Bank” and, along with CapitalSource, the “Employer”, as applicable) and James J. Pieczynski, an individual (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2008 • Capitalsource Inc • Real estate investment trusts • Maryland
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 1st day of February 2007 (the “Effective Date”), by and between CapitalSource Inc., a Delaware corporation (the “Employer” or the “Company”), and Steven A. Museles, an individual (the “Executive”).
Exhibit 10.19 MASTER PROGRAM AGREEMENT This Master Program Agreement dated as of August 1, 2003 (this "Agreement") by and among CapitalSource Finance LLC, a Delaware limited liability company ("CapitalSource"), Credit Suisse First Boston Mortgage...Master Program Agreement • August 5th, 2003 • Capitalsource Inc • Finance lessors • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2006 • Capitalsource Inc • Finance lessors • Maryland
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 6th day of June, 2006 (the “Effective Date”), by and between CapitalSource Inc., a Delaware corporation (the “Employer” or the “Company”), and Jason M. Fish, an individual (the “Executive”).
JUNIOR SUBORDINATED INDENTURE among CAPITALSOURCE FINANCE LLC, as Issuer, CAPITALSOURCE INC., as Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee Dated as of February 22, 2006Junior Subordinated Indenture • May 10th, 2006 • Capitalsource Inc • Finance lessors • New York
This JUNIOR SUBORDINATED INDENTURE, dated as of February 22, 2006, is among CapitalSource Finance LLC, a Delaware limited liability company (the “Company”), CapitalSource Inc., a Delaware corporation (the “Guarantor”) and JPMorgan Chase Bank, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).
by and amongSale and Servicing Agreement • June 12th, 2003 • Capitalsource Inc • New York
INDENTURE BETWEEN CAPITALSOURCE FUNDING VII TRUST AS ISSUER, AND WELLS FARGO BANK, NATIONAL ASSOCIATION AS INDENTURE TRUSTEE DATED AS OF APRIL 19, 2007 CAPITALSOURCE FUNDING VII TRUST COMMERCIAL LOAN BACKED NOTESIndenture • April 25th, 2007 • Capitalsource Inc • Finance lessors • New York
INDENTURE dated as of April 19, 2007 (this “Indenture”), between CapitalSource Funding VII Trust, a Delaware statutory trust, as Issuer (the “Issuer”) and Wells Fargo Bank, National Association, as Indenture Trustee (the “Indenture Trustee”).
CREDIT AGREEMENT among CAPITALSOURCE INC. as the Initial Borrower THE GUARANTORS LISTED HEREIN, THE LENDERS LISTED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent, Swingline Lender, and Issuing Lender BANK OF AMERICA, N.A., as...Credit Agreement • February 29th, 2008 • Capitalsource Inc • Real estate investment trusts • New York
CREDIT AGREEMENT, dated as of March 14, 2006 and as amended through December 19, 2007 (this “Credit Agreement”), among CAPITALSOURCE INC., a Delaware corporation, CAPITALSOURCE TRS INC., a Delaware corporation (“TRS”), CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“CSF”), CSE MORTGAGE LLC, a Delaware limited liability company (“CSM”), and CAPITALSOURCE SF TRS INC., a Delaware corporation (“SFTRS” and, together with TRS, CSF and CSM, and any other Subsidiary of the Borrower that becomes a party to this Credit Agreement, collectively the “Guarantors” and individually a “Guarantor”), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the “Lenders” and individually a “Lender”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent” or the “Agent”), Swingline Lender, and Issuing Lender, and BANK OF A
PacWest Bancorp Brea, California 92821 Ladies and Gentlemen:Merger Agreement • July 26th, 2013 • Capitalsource Inc • State commercial banks
As a holder of CapitalSource Common Stock (as defined below), the undersigned (the “Stockholder”) understands that CapitalSource Inc., a Delaware corporation (“CapitalSource”), and PacWest Bancorp, a Delaware corporation (“PacWest”), propose to enter into an Agreement and Plan of Merger, dated as of July 22, 2013 (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, a merger of CapitalSource with and into PacWest (the “Merger”), in which each of the issued and outstanding shares of common stock, par value $0.01 per share, of CapitalSource (the “CapitalSource Common Stock”) (other than Excluded Shares) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.
CAPITALSOURCE INC. THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 3rd, 2010 • Capitalsource Inc • Miscellaneous business credit institution • Delaware
CapitalSource Inc., a Delaware corporation (the “Company”), hereby grants shares of its common stock (“Stock”) to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in the attached Restricted Stock Agreement (the “Agreement”) and in the Company’s Third Amended and Restated Equity Incentive Plan (as amended from time to time, the “Plan”).
SALE AND SERVICING AGREEMENT by and among CAPITALSOURCE COMMERCIAL LOAN TRUST 2007-1, as the Issuer, CAPITALSOURCE COMMERCIAL LOAN LLC, 2007-1, as the Trust Depositor, CAPITALSOURCE FINANCE LLC, as the Originator and as the Servicer, and WELLS FARGO...Sale and Servicing Agreement • April 18th, 2007 • Capitalsource Inc • Finance lessors • New York
WHEREAS, in the regular course of its business, the Originator originates and/or otherwise acquires Loans (as defined herein);
CapitalSource Inc. Senior Convertible Debentures due 2034 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2004 • Capitalsource Inc • Finance lessors • New York
CapitalSource Inc., a Delaware corporation (the “Company”), proposes to issue and sell (such issuance and sale, the “Initial Placement”) to the Initial Purchasers (as defined below), upon the terms set forth in a purchase agreement, dated March 16, 2004 (the “Purchase Agreement”), $225,000,000 principal amount of its Senior Convertible Debentures due 2034 (together with the related Guarantees (as defined below) of the Guarantors (as defined below), the “Firm Securities”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional $25,000,000 principal amount of the Company’s Senior Convertible Debentures due 2034 (together with the related Guarantees of the Guarantors, the “Additional Securities” and, collectively with the Firm Securities, the “Securities”). The Securities will be fully and unconditionally guaranteed as to due and punctual payment (the “Guarantees”) by CapitalSource Holdings LLC and CapitalSource Finance LLC (together, the
STANDARD OFFICE LEASE BETWEEN CROWN BREA ASSOCIATES, LLC, a Delaware limited liability company, AS LANDLORD AND FREMONT INVESTMENT & LOAN, a California industrial bank, AS TENANTStandard Office Lease • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • California
This Standard Office Lease (“Lease”) is made and entered into as of this 23rd day of April, 2004, by and between CROWN BREA ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and FREMONT INVESTMENT & LOAN, a California industrial bank (‘Tenant”).
OFFICE LEASE BREA FINANCIAL COMMONS MAGUIRE PROPERTIES – 130 S. STATE COLLEGE, LLC, a Delaware limited liability company, as Landlord, and CAPITALSOURCE BANK, a California corporation, as TenantOffice Lease • May 11th, 2009 • Capitalsource Inc • Miscellaneous business credit institution • California
THIS OFFICE LEASE (“Lease”) is made and entered into by and between MAGUIRE PROPERTIES — 130 S. STATE COLLEGE, LLC, a Delaware limited liability company (“Landlord”) and the Tenant described in Item 1 of the Basic Lease Provisions as of November 5, 2008 (the “Effective Date”).
SALE AND SERVICING AGREEMENT among CAPITALSOURCE FUNDING VII TRUST, as Issuer and CS FUNDING VII DEPOSITOR LLC, as Depositor and CAPITALSOURCE FINANCE LLC, as Loan Originator and Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture...Sale and Servicing Agreement • April 25th, 2007 • Capitalsource Inc • Finance lessors • New York
This Sale and Servicing Agreement is entered into effective as of April 19, 2007, among CapitalSource Funding VII Trust, a Delaware statutory trust (the “Issuer”), CS Funding VII Depositor LLC, a Delaware limited liability company, as Depositor (in such capacity, the “Depositor”), CapitalSource Finance LLC, a Delaware limited liability company (“CapitalSource”), as Loan Originator (in such capacity, the “Loan Originator”) and as Servicer (in such capacity, the “Servicer”) and Wells Fargo Bank, National Association, a national banking association, as Indenture Trustee on behalf of the Noteholders (in such capacity, the “Indenture Trustee”), as Collateral Custodian (the “Collateral Custodian”) and as Backup Servicer (the “Backup Servicer”).
FORM OF CASABLANCA OPTION AGREEMENTOption Agreement • November 23rd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • Delaware
CASABLANCA OPTION AGREEMENT (this “Option Agreement”), dated as of December ___, 2009, by and among CapitalSource Inc., a Delaware corporation (“CapitalSource”), CSE SLB LLC, a Delaware limited liability company (“CSE SLB”), and Omega Healthcare Investors, Inc., a Maryland corporation (the “Buyer”). Capitalized terms used in this Option Agreement shall have the respective meanings ascribed to them in Section 13 hereof. CapitalSource and CSE SLB are collectively referred to herein as the “Sellers.”
INDENTURE by and between CAPITALSOURCE COMMERCIAL LOAN TRUST 2005-1, as the Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as the Indenture Trustee Dated as of April 14, 2005Indenture • April 20th, 2005 • Capitalsource Inc • Finance lessors • New York
THIS INDENTURE, dated as of April 14, 2005 (as amended, modified, restated, supplemented or waived from time to time, the “Indenture”), is by and between CAPITALSOURCE COMMERCIAL LOAN TRUST 2005-1, a Delaware statutory trust, as the issuer (together with its successors and assigns in such capacity, the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as the indenture trustee (together with its successors and assigns, in such capacity, the “Indenture Trustee”).
CREDIT AGREEMENT among CAPITALSOURCE INC. as the Initial Borrower THE GUARANTORS LISTED HEREIN, THE LENDERS LISTED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent, Swingline Lender, and Issuing Lender BANK OF AMERICA, N.A., as...Credit Agreement • March 1st, 2010 • Capitalsource Inc • Miscellaneous business credit institution • New York
CREDIT AGREEMENT, dated as of March 14, 2006 and as amended through February 24, 2010 (this “Credit Agreement”), among CAPITALSOURCE INC., a Delaware corporation, CAPITALSOURCE TRS LLC, a Delaware limited liability company (“TRS”), CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“CSF”), CSE MORTGAGE LLC, a Delaware limited liability company (“CSM”), CAPITALSOURCE CF LLC, a Delaware limited liability company (“CSCF”), CAPITALSOURCE SF TRS LLC, a Delaware limited liability company (“SFTRS”), CAPITALSOURCE FINANCE II LLC, a Delaware limited liability company ( “CS FII”), CSE CHR HOLDCO LLC, a Delaware limited liability company (“CC Holdco”), CSE CHR HOLDINGS LLC, a Delaware limited liability company (“CC Holdings”) and CS FUNDING IX DEPOSITOR LLC, a Delaware limited liability company (“CSFD” and, together with TRS, CSF, CSM, CSCF, SFTRS, CS FII, CC Holdco, CC Holdings and any other Subsidiary of the Borrower that becomes a party to this Credit Agreement, collectively the
