CS Financing CORP Sample Contracts

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 31st, 2009 • CS Financing CORP • Mortgage bankers & loan correspondents • California

THIS AGREEMENT is dated effective as of the grant date set forth in Exhibit 1 attached hereto (December 3, 2008), between CS Financing CSF, a Delaware CSF (the “CSF”), and Mark Williams, an officer of CSF (“Grantee”).

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EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT
Employee Nonqualified Stock Option Agreement • August 24th, 2006 • CS Financing CORP • Mortgage bankers & loan correspondents • Minnesota

THIS AGREEMENT is dated effective as of the grant date set forth on Exhibit 1 attached hereto, between CS Financing Corporation, a Delaware corporation (the “Corporation”), and the party listed on Exhibit 1 (“Grantee”).

DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
Director Nonqualified Stock Option Agreement • August 24th, 2006 • CS Financing CORP • Mortgage bankers & loan correspondents • Minnesota

THIS AGREEMENT is dated effective as of the grant date set forth on Exhibit 1 attached hereto, between CS Financing Corporation, a Delaware corporation (the “Corporation”), and the party listed on Exhibit 1 (“Grantee”).

DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
Director Nonqualified Stock Option Agreement • March 31st, 2009 • CS Financing CORP • Mortgage bankers & loan correspondents • California

THIS AGREEMENT is dated effective as of the grant date set forth in Exhibit 1 attached hereto (December 3, 2008), between CS Financing CSF, a Delaware CSF (the “CSF”), and David Weild, a director of CSF (“Grantee”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 20th, 2009 • CS Financing CORP • Mortgage bankers & loan correspondents • California

This Employment Agreement (this “Agreement”) is made and entered into effective as of January 16, 2009 (the “Effective Date”) between CS Financing Corporation (“Company”), and Timothy R. Redpath (the “Executive”).

LOAN SALE AGREEMENT Dated and Effective as of April 30, 2007 by and between DATA SALES GROUP, INC., SELLER, and CS FINANCING CORPORATION, BUYER
Loan Sale Agreement • June 8th, 2007 • CS Financing CORP • Mortgage bankers & loan correspondents • California

THIS LOAN SALE AGREEMENT ("Agreement "), is made and entered into as of the 30th day of April, 2007, by and between Data Sales Group, Inc. ("Seller"), a Minnesota corporation, having an address of 3450 West Burnsville Parkway, Burnsville, Minnesota 55337, and CS Financial Corporation ("Buyer"), a California corporation, having an address of21 Tamal Vista Blvd., Suite 230, Corte Madera, CA 94925.

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 24th, 2006 • CS Financing CORP • Mortgage bankers & loan correspondents • Minnesota

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of August 22, 2006 (the AMENDMENT), between HENNESSEY FINANCIAL, LLC, a Minnesota limited liability company (MEZZANINE BORROWER) and CS FINANCING CORPORATION, a Delaware corporation (together with its successors and assigns, MEZZANINE LENDER).

MARKETING SUPPORT AND WHOLESALER AGREEMENT
Marketing Support and Wholesaler Agreement • July 5th, 2006 • CS Financing CORP • Mortgage bankers & loan correspondents • California

This agreement (the “Agreement”), is made and entered into as of the 25th day of May, 2006 by and between CS Financing Corporation, a Delaware Corporation, having its principal offices at 45 San Clemente, Suite B210, Corte Madera, CA 94925 (“Issuer”), and Financial Product Distributors, LLC (“FPD” or “Wholesaler”), a Delaware limited liability company having its principal offices at 1050 Winter St., Suite 1000, #1078, Waltham, MA 02451, in order to establish the terms under which the Wholesaler will assist the Issuer in distributing the Issuer’s $100,000,000, 5 year, 10% notes offering (the “Notes”) by (1) organizing a competent group to distribute the Notes (the “Selected Dealer Group”) and (2) referring the Notes to registered representatives of the firms in the Selected Dealer Group (the “RR’s”) and be compensated by the Issuer for such activities.

Contract
Consulting Agreement • March 31st, 2009 • CS Financing CORP • Mortgage bankers & loan correspondents

CONSULTING AGREEMENT This CONSULTING AGREEMENT (this "Agreement") is made on August 1, 2008, by and between CS Financing Corporation, a Delaware Corporation with its principal place of business at 21 Tamal Vista Blvd. Suite #230 in Corte Madera California 94925 (the “Client”) and The National Research Exchange, Inc. ("NRE"), a Delaware Corporation with its principal place of business at 111 West 67th Street, New York, New York, 10023. WHEREAS, Client is a mezzanine real estate lender who raises capital through the sale of publicly registered notes and which capital is then lend to mezzanine real estate development projects, and where the interest spread between these activities generates the revenue to manage and grow the business. WHEREAS, Client is a privately owned company that seeks consulting advice to re-structure and re-capitalize its business (“Services”): principally to – (1) structure, market and price additional equity capital in the most advantageous manner to Client and it

Addendum to the Employment Agreement between CS Financing Corporation and Michael Bozora dated: January 16, 2008
Employment Agreement • March 31st, 2009 • CS Financing CORP • Mortgage bankers & loan correspondents

The Company and Executive agree that commencing with any payments of compensation hereunder that become due in calendar year 2009 after March 1, 2009, Executive hereby waives any and all of his rights to such compensation, and such compensation shall not be paid by the Company, except that Executive shall be entitled to receive One United States Dollar ($1.00) from the Company during the remainder of calendar year 2009. In addition, Executive hereby waives any and all of his rights to any compensation for calendar year 2009 that was deferred, and such deferred compensation shall not be paid by the Company.

TERMINATION AGREEMENT
Termination Agreement • March 31st, 2009 • CS Financing CORP • Mortgage bankers & loan correspondents • Minnesota

This TERMINATION AGREEMENT (this “Termination Agreement”) is effective as of the 4th day of December, 2008, by and between CS Financing Corporation, a Delaware corporation (“CSF”), Hennessey Financial, LLC, a Minnesota limited liability company (“Hennessey”) and Capital Solutions Monthly Income Fund, LP (“CSMIF”), f/k/a Hennessey Financial Monthly Income Fund, LP.

UNDERWRITER AGREEMENT January 30, 2008
Underwriter Agreement • March 31st, 2008 • CS Financing CORP • Mortgage bankers & loan correspondents • California

CS Financing Corporation, a Delaware corporation (the “Company”), has registered for public sale a maximum of $100,00,000,000 in of 5 year Notes (the “Notes”) under a continuous offering under Rule 415 (the “Offering”). The minimum purchase for the Notes shall be $25,000 except as otherwise indicated in the Prospectus.

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • August 17th, 2009 • CS Financing CORP • Mortgage bankers & loan correspondents • Delaware

This Membership Interest Purchase Agreement (“Agreement) is entered into as of June 29, 2009 among True North Finance Corporation (formerly known as CS Financing Corporation), a Delaware corporation (“TN”) and Transactional Finance, LLC, a Minnesota limited liability company (“TF”).

PROFESSIONAL SERVICES AGREEMENT
Professional Services Agreement • May 11th, 2007 • CS Financing CORP • Mortgage bankers & loan correspondents • California

This Professional Services Agreement (the “Agreement”) is entered into as of , by and among Mark Williams (Consultant), having a principal place of business at 18931 Fernbrook Court, Saratoga, CA 95070 and CS Financing Corporation (Customer), having a principal place of business at 21 Tamal Vista Blvd., Suite 230,Corte Madera, California 94925

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 7th, 2007 • CS Financing CORP • Mortgage bankers & loan correspondents

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of March 5, 2007 (the AMENDMENT), between HENNESSEY FINANCIAL, LLC, a Minnesota limited liability company (MEZZANINE BORROWER) and CS FINANCING CORPORATION, a Delaware corporation (together with its successors and assigns, MEZZANINE LENDER).

UNDERWRITER AGREEMENT January 30, 2008
CS Financing CORP • February 7th, 2008 • Mortgage bankers & loan correspondents • California

CS Financing Corporation, a Delaware corporation (the “Company”), has registered for public sale a maximum of $100,000,000 in of 5 year Notes (the “Notes”) under a continuous offering under Rule 415 (the “Offering”). The minimum purchase for the Notes shall be $25,000 except as otherwise indicated in the Prospectus.

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 29th, 2006 • CS Financing CORP • Mortgage bankers & loan correspondents • Minnesota

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of September 21, 2006 (the AMENDMENT), between HENNESSEY FINANCIAL, LLC, a Minnesota limited liability company (MEZZANINE BORROWER) and CS FINANCING CORPORATION, a Delaware corporation (together with its successors and assigns, MEZZANINE LENDER).

EMPLOYMENT AGREEMENT
Employment Agreement • November 23rd, 2009 • True North Finance Corp • Mortgage bankers & loan correspondents • Minnesota

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 1, 2009, between True North Finance Corporation, a Delaware corporation (“Company”), its successors and assigns, and Christopher E. Clouser (“Employee”).

CS FINANCING CORPORATION SUBSCRIPTION AGREEMENT AND LETTER OF INVESTMENT INTENT
Subscription Agreement • September 29th, 2006 • CS Financing CORP • Mortgage bankers & loan correspondents

The undersigned, Capital Solutions Management, L.P., intending to be legally bound, hereby irrevocably subscribes for, offers and agrees to purchase a certain number of shares of common stock, par value $.01 per share (the “Shares”), of CS Financing Corporation, a Delaware corporation (the “Company”), at a per share purchase price to be calculated by the Company, in its sole discretion, upon the terms and conditions set forth herein.

DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
Director Nonqualified Stock Option Agreement • July 18th, 2008 • CS Financing CORP • Mortgage bankers & loan correspondents • California

THIS AGREEMENT is dated effective as of the grant date set forth in Exhibit 1 attached hereto (June 5, 2008), between CS Financing CSF, a Delaware CSF (the “CSF”), and [Name of Director], a director of CSF (“Grantee”).

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 8th, 2007 • CS Financing CORP • Mortgage bankers & loan correspondents

THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of May 7, 2007 (the AMENDMENT), between HENNESSEY FINANCIAL, LLC, a Minnesota limited liability company (MEZZANINE BORROWER) and CS FINANCING CORPORATION, a Delaware corporation (together with its successors and assigns, MEZZANINE LENDER).

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SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination and Intercreditor Agreement • June 8th, 2007 • CS Financing CORP • Mortgage bankers & loan correspondents

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 7, 2007 (this “Agreement”) is entered into among HENNESSEY FINANCIAL, LLC (the “Company”), CS FINANCING CORPORATION (“Senior Lender”) and HENNESSEY FINANCIAL MONTHLY INCOME FUND, LP (“Subordinated Lender”).

Amendment No.1 of the Inter Company Lending Agreement between Capital Solutions Management LP, Capital Solutions Distributors LLC and CS Financing Corporation
Inter Company Lending Agreement • November 13th, 2008 • CS Financing CORP • Mortgage bankers & loan correspondents

This Amendment (“Amendment”) of the Inter Company Lending Agreement (“Agreement”) is entered into on October 2, 2008 but is effective as of September 1, 2008, and is made between Capital Solutions Management LP (“CSM”), Capital Solutions Distributors, LLC (“CSD”) and CS Financing Corporation (“CSF”).

LOAN AND SECURITY AGREEMENT Dated as of October 5, 2005 Between HENNESSEY FINANCIAL, LLC as Mezzanine Borrower and CS FINANCING CORPORATION as Mezzanine Lender
Loan and Security Agreement • November 23rd, 2005 • CS Financing CORP • Minnesota

THIS LOAN AND SECURITY AGREEMENT dated as of October , 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this AGREEMENT), between HENNESSEY FINANCIAL, LLC, a Minnesota limited liability company (MEZZANINE BORROWER) having an address 418 East County Road D, St. Paul, Minnesota, 55117 and CS FINANCING CORPORATION, a Delaware corporation, having an address at 45 San Clemente Drive, Suite B210, Corte Madera, California, 94925 (together with its successors and assigns, MEZZANINE LENDER).

Addendum to the Employment Agreement between CS Financing Corporation and Timothy Redpath dated: January 16, 2008
Employment Agreement • March 31st, 2009 • CS Financing CORP • Mortgage bankers & loan correspondents

The Company and Executive agree that commencing with any payments of compensation hereunder that become due in calendar year 2009 after March 1, 2009, Executive hereby waives any and all of his rights to such compensation, and such compensation shall not be paid by the Company, except that Executive shall be entitled to receive One United States Dollar ($1.00) from the Company during the remainder of calendar year 2009. In addition, Executive hereby waives any and all of his rights to any compensation for calendar year 2009 that was deferred, and such deferred compensation shall not be paid by the Company.

PROFESSIONAL SERVICES AGREEMENT
Professional Services Agreement • July 18th, 2008 • CS Financing CORP • Mortgage bankers & loan correspondents • California

This Professional Services Agreement (the “Agreement”) is entered into as of , by and among Mark Williams (Consultant), having a principal place of business at 18931 Fernbrook Court, Saratoga, CA 95070 and CS Financing Corporation (Customer), having a principal place of business at 21 Tamal Vista Blvd., Suite 230,Corte Madera, California 94925

TERMINATION AGREEMENT
Termination Agreement • March 31st, 2009 • CS Financing CORP • Mortgage bankers & loan correspondents • Minnesota

This TERMINATION AGREEMENT (this “Termination Agreement”) is effective as of the 4th day of December, 2008, by and between CS Financing Corporation, a Delaware corporation (“CSF”) and Hennessey Financial, LLC, a Minnesota limited liability company (“Hennessey”).

Inter Company Lending Agreement Between Capital Solutions Management LP, Capital Solutions Distributors LLC And CS Financing Corporation
Inter Company Lending Agreement • November 13th, 2008 • CS Financing CORP • Mortgage bankers & loan correspondents • California

This Inter Company Lending Agreement (“Agreement”) is entered into on August 21, 2008 but is effective as of July 31, 2008, and is made between Capital Solutions Management LP (“CSM”), Capital Solutions Distributors, LLC (“CSD”) and CS Financing Corporation (“CSF”).

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