CREDIT AGREEMENT among ACA CAPITAL HOLDINGS, INC. as Borrower, The Several Lenders from Time to Time Parties Hereto, J.P. MORGAN SECURITIES INC., as Arranger and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of April 26, 2007Credit Agreement • May 1st, 2007 • ACA Capital Holdings Inc • Surety insurance • New York
CREDIT AGREEMENT (this “Agreement”), dated as of April 26, 2007 among ACA CAPITAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMORGAN SECURITIES INC., (the “Arranger”), and JPMORGAN CHASE BANK, N.A. (“JPM”), as administrative agent.
CREDIT AGREEMENT among ACA CAPITAL HOLDINGS, INC. as Borrower, The Several Lenders from Time to Time Parties Hereto, J.P. MORGAN SECURITIES INC., as Arranger and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 1, 2006Credit Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
CREDIT AGREEMENT (this “Agreement”), dated as of May 1, 2006 among ACA CAPITAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMORGAN SECURITIES INC., (the “Arranger”), and JPMORGAN CHASE BANK, N.A. (“JPM”), as administrative agent.
ContractEmployment Agreement • April 2nd, 2007 • ACA Capital Holdings Inc • Surety insurance • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 30, 2004 (the “Effective Date”), between AMERICAN CAPITAL ACCESS SERVICE CORPORATION, a Delaware corporation (“Service”), ACA CAPITAL HOLDINGS, INC., a Delaware corporation (“Holdings”), ACA FINANCIAL GUARANTY CORPORATION, a Maryland corporation (“Financial,” and, together with Holdings and Service, the “Company”) and JOSEPH PIMBLEY (the “Executive”).
INDEMNITY AGREEMENTIndemnification Agreement • June 12th, 2007 • ACA Capital Holdings Inc • Surety insurance • Delaware
This Indemnity Agreement, effective as of _______, _____ is made by and between ACA Capital Holdings, Inc., a Delaware corporation with executive offices located at 140 Broadway, New York, NY (the “Company”), and ___________, a director of the Company residing at _________________ (the “Indemnitee”).
ContractEmployment Agreement • December 20th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 9, 2006 (the “Effective Date”), between ACA CAPITAL HOLDINGS, INC., a Delaware corporation (“Holdings”), ACA FINANCIAL GUARANTY CORPORATION, a Maryland corporation (“Financial,” and, together with Holdings, the “Company”) and ALAN S. ROSEMAN (the “Executive”).
ACA CAPITAL HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
ACA CAPITAL HOLDINGS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN AMENDED AND RESTATED INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware
ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase its common stock, $.10 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s Amended and Restated 2006 Stock Incentive Plan (the “Plan”).
AMERICAN CAPITAL ACCESS HOLDINGS LIMITED, as Issuer INDENTURE Dated as of December 4, 2002 STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Trustee FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES DUE 2032Indenture • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
THIS INDENTURE, dated as of December 4, 2002, between American Capital Access Holdings Limited, a Bermuda corporation (the “Company”), and State Street Bank and Trust Company of Connecticut, National Association, a national banking association organized under the laws of the United States of America, as debenture trustee (the “Trustee”).
AMENDMENT NO. 2Stockholders Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware
This AMENDMENT NO. 2, dated as of June 16, 2006 (this “Amendment No. 2”), to the STOCKHOLDERS AGREEMENT, dated as of September 30, 2004 (as amended, the “Stockholders Agreement”), is among ACA Capital Holdings, Inc., a Delaware corporation (the “Company”) and the stockholders of the Company listed on the signature pages hereto.
FIRST AMENDMENTCredit Agreement • October 19th, 2007 • ACA Capital Holdings Inc • Security & commodity brokers, dealers, exchanges & services • New York
FIRST AMENDMENT, dated as of October 15, 2007 (this “Amendment”), to the CREDIT AGREEMENT, dated as of April 26, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ACA CAPITAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
ACA CAPITAL HOLDINGS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware
ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase its common stock, $.10 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s Amended and Restated 2006 Stock Incentive Plan (the “Plan”).
AMENDMENT NO. 1 to AMENDED AND RESTATED REGISTRATION RIGHTS AGREEEMNTRegistration Rights Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware
This AMENDMENT NO. 1, dated as of November 23, 2004 (this “Amendment No. 1”), to the AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of September 30, 2004 (the “Registration Rights Agreement”), is among ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto.
INDEMNITY AGREEMENTIndemnity Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware
This Indemnity Agreement, effective as of May 10, 2005, is made by and between ACA Capital Holdings, Inc., a Delaware corporation with executive offices located at 140 Broadway, New York, NY (the “Company”), and William Lacy, a Director of the Company residing at 342 Calle Linda, Sedona, Arizona (the “Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of September 30, 2004, by and among ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company from time to time signatories hereto.
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware
This AMENDMENT NO. 1, dated as of November 23, 2004 (this “Amendment No. 1”), to the STOCKHOLDERS AGREEMENT, dated as of September 30, 2004 (the “Stockholders Agreement”), is among ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto.
ACA CAPITAL HOLDINGS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLANRestricted Stock Award Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made as of __________, 2006 (the “Grant Date”), between ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and _____________ (the ”Grantee”).
ContractSecurities Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
THIS AGREEMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), UNDER APPLICABLE STATE SECURITIES LAWS OR UNDER THE LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS AND THE LAWS OF ANY OTHER JURISDICTION, IN EACH CASE IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN. THE ISSURER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), IN RELIANCE ON THE EXEMPTION SET FORTH IN SECTION 3(C)(7) THEREOF. ANY TRANSFER OF THIS AGREEMENT HAVING THE EFFECT OF REQUIRING (1) THIS AGREEMENT TO BE REGISTERED UNDER THE SECURITIES ACT, UNDER APPLICABLE STATE SECURITES LAWS OR UNDER THE LAWS OF ANY OTHER JURISDICTION; OR (2) THE ISSUER TO REGISTER AS AN INVESTME
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
WHEREAS, on September 30, 2004 ACA Service Corporation (formerly known as American Capital Access Service Corporation,), ACA Capital Holdings, Inc. and ACA Financial Guaranty Corporation (collectively, the “Company”) entered into that certain Amended and Restated Employment Agreement (the “Employment Agreement”) with William Tomljanovic (the “Executive”); and
AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENTStockholders Agreement • November 15th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware
This AMENDMENT NO. 3, dated as of November 9, 2006 (this “Amendment No. 3”), to the STOCKHOLDERS AGREEMENT, dated as of September 30, 2004 (the “Stockholders Agreement”), is among ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto.
AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware
This AMENDMENT NO. 2, dated as of June 9, 2006 (this “Amendment No. 2”), to the AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of September 30, 2004 (the “Registration Rights Agreement”), is among ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto.
FIXED INCOME INVESTMENT MANAGEMENT AGREEMENTFixed Income Investment Management Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Arkansas
This Agreement (“Agreement”) is made this 26 day of March, 2002 by and between Stephens Inc., an Arkansas corporation, and ACA Financial Guaranty Corp. (the “Client”).
LOGO]Consent Request • December 20th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
RE: “Consent Request” as provided in Rider Section 41 C in Lease (“Lease”) dated as of December 31,1998 between MSDW 140 Broadway Property. L.L.C. as predecessor in interest to 140 BW L.L.C. (“Landlord”) and Platinum Technology International, Inc. (“Tenant).
OFFICE BUILDING LEASE Between 140 BW LLC, Landlord And ACA FINANCIAL GUARANTY CORPORATION, Tenant Premises:Office Building Lease • December 20th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
THIS OFFICE BUILDING LEASE (this “Lease”) is made as of this 7th day of December, 2006 by and between 140 BW LLC (“Landlord”), a Delaware limited liability company, having an office c/o Hines, 140 Broadway, 21st Floor, New York, New York 10005 and ACA FINANCIAL GUARANTY CORPORATION (“Tenant”), a Maryland corporation having an office at 140 Broadway, New York, New York 10005.
STOCKHOLDERS AGREEMENTStockholders Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of September 30, 2004, by and among (i) ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), (ii) BSMB/ACA LLC, a Delaware limited liability company (together with its successors and assigns, “BSMB”), and (iii) the other persons from time to time signatories hereto (the “Other Holders”). BSMB and the Other Holders are collectively referred to as the “Stockholders” and individually as a “Stockholder.” Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 10 hereof.
