150,000,000 AGGREGATE PRINCIPAL AMOUNT FINANCIAL FEDERAL CORPORATION 2% CONVERTIBLE SENIOR DEBENTURES DUE 2034 Purchase Agreement dated April 5, 2004 BANC OF AMERICA SECURITIES, LLC J.P. MORGAN SECURITIES INC. Purchase AgreementPurchase Agreement • April 22nd, 2004 • Financial Federal Corp • Miscellaneous business credit institution • New York
DATE OF RESTRICTED STOCK SHARES OF RESTRICTED STOCK AGREEMENT GRANTEDRestricted Stock Agreement • March 6th, 2009 • Financial Federal Corp • Miscellaneous business credit institution
OF CHICAGO as Trustee INDENTUREIndenture • July 7th, 1998 • Financial Federal Corp • Miscellaneous business credit institution • New York
ANDMerger Agreement • November 24th, 2009 • Financial Federal Corp • Miscellaneous business credit institution • Delaware
Exhibit 4.2 4-1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2005 REGISTRATION RIGHTS AGREEMENT Dated as of April 24, 1998Registration Rights Agreement • July 7th, 1998 • Financial Federal Corp • Miscellaneous business credit institution • New York
INDENTUREIndenture • April 22nd, 2004 • Financial Federal Corp • Miscellaneous business credit institution • New York
EXHIBIT 1Joint Filing Agreement • January 16th, 2002 • Financial Federal Corp • Miscellaneous business credit institution
Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc. and Waddell & Reed Investment Management Company (the "Filing Persons"), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing Persons agrees that the information set forth in such Schedule 13G and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13G or such amendment, to the best of such Filing Person's knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes no representations as to the accuracy or adequacy of the information set forth in the Schedule 13G or any ame
BANC OF AMERICA SECURITIES LLC $150,000,000 AGGREGATE PRINCIPAL AMOUNT FINANCIAL FEDERAL CORPORATION 2% CONVERTIBLE SENIOR DEBENTURES DUE 2034 Registration Rights Agreement dated April 12, 2004 REGISTRATION RIGHTS AGREEMENT, dated April 12, 2004,...Registration Rights Agreement • April 22nd, 2004 • Financial Federal Corp • Miscellaneous business credit institution • New York
Exhibit 99.4 FINANCIAL FEDERAL CORPORATION 2006 STOCK INCENTIVE PLAN STOCK GRANT AGREEMENT Financial Federal Corporation, a Nevada corporation (the "Company"), hereby awards a Stock Grant of restricted stock (the "Restricted Stock") to the Participant...Stock Grant Agreement • December 13th, 2006 • Financial Federal Corp • Miscellaneous business credit institution
Exhibit 10.5 INDEMNITY AGREEMENT This Indemnity Agreement (this "Agreement") is made as of March 6, 2006 by and between Financial Federal Corporation, a Nevada corporation (the "Company"), and the undersigned officer or director of the Company...Indemnity Agreement • March 10th, 2006 • Financial Federal Corp • Miscellaneous business credit institution • Nevada
Exhibit 10.2 FINANCIAL FEDERAL CORPORATION 2006 STOCK INCENTIVE PLAN STOCK UNIT AGREEMENT Financial Federal Corporation, a Nevada corporation (the "Company"), hereby awards Stock Units ("Units") to the Participant named below. The terms and conditions...Stock Unit Agreement • June 5th, 2009 • Financial Federal Corp • Miscellaneous business credit institution
FINANCIAL FEDERAL CORPORATION AMENDMENT TO EXCISE TAX RESTORATION AGREEMENT This Amendment, is made and entered into as of the 9th day of December, 2008, by Financial Federal Corporation (the "Company"). W I T N E S S E T H: WHEREAS, the Company...Excise Tax Restoration Agreement • March 6th, 2009 • Financial Federal Corp • Miscellaneous business credit institution
DEFERRED COMPENSATION AGREEMENT THIS AGREEMENT, made as of the 7th day of March, 2000, by and between Financial Federal Corporation (the "Company") and Clarence Y. Palitz, Jr. (the "Employee"); W I T N E S S E T H : WHEREAS, Employee is an employee of...Deferred Compensation Agreement • March 15th, 2000 • Financial Federal Corp • Miscellaneous business credit institution • New York
Exhibit 10.36 Non-Qualified Stock Option Agreement Participant: Number of shares of Common Stock subject to this Agreement: Pursuant to the Financial Federal Corporation Stock Option Plan (the "Plan"), the Board of Directors of Financial Federal...Non-Qualified Stock Option Agreement • October 14th, 2004 • Financial Federal Corp • Miscellaneous business credit institution • New York
FINANCIAL FEDERAL CORPORATION RESTRICTED STOCK AGREEMENT Financial Federal Corporation, a Nevada corporation (the "Company"), hereby awards shares of Restricted Stock ("Shares") to the Participant named below. The terms and conditions of the Award are...Restricted Stock Agreement • June 15th, 2001 • Financial Federal Corp • Miscellaneous business credit institution • New York
FINANCIAL FEDERAL CORPORATION RESTRICTED STOCK AGREEMENT Financial Federal Corporation, a Nevada corporation (the "Company"), hereby awards shares of Restricted Stock ("Shares") to the Participant named below. The terms and conditions of the Award are set forth in this cover sheet and the attached Restricted Stock Agreement.
Exhibit 10.33 FINANCIAL FEDERAL CORPORATION REQUEST TO CONVERT AND IRREVOCABLY DEFER RECEIPT OF VESTED RESTRICTED STOCK As provided for in the Restricted Stock Agreement entered into by and between Financial Federal Corporation, a Nevada corporation...Restricted Stock Agreement • March 13th, 2003 • Financial Federal Corp • Miscellaneous business credit institution
As provided for in the Restricted Stock Agreement entered into by and between Financial Federal Corporation, a Nevada corporation (the "Company") and Paul R. Sinsheimer (the "Participant"), dated February 27, 2001 (the "Agreement"), Participant hereby requests the Company to allow him to defer the receipt of a number of common shares (specified below) of restricted stock granted pursuant to the Agreement and the 2001 Management Incentive Plan (the "MIP").
For non-10% owner) Financial Federal Corporation Incentive Stock Option Agreement (pursuant to the Financial Federal Corporation Amended and Restated 1998 Stock Option Plan and Restricted Stock Plan) Employee/Participant: Number of shares of Common...Incentive Stock Option Agreement • October 14th, 2004 • Financial Federal Corp • Miscellaneous business credit institution • New York
Exhibit 10.3 March 6, 2006 Paul R. Sinsheimer President and Chief Executive Officer Financial Federal Corporation 733 Third Avenue, 7th Floor New York, NY 10017 RE: Supplemental Retirement Benefits Dear Paul: The purpose of this letter is to amend and...Supplemental Retirement Benefits Agreement • March 10th, 2006 • Financial Federal Corp • Miscellaneous business credit institution
Exhibit 99.8 FINANCIAL FEDERAL CORPORATION 2006 STOCK INCENTIVE PLAN ____________________________ Stock Unit Award Agreement __________________________________ Award No. _______ Pursuant to Section 10 of the Financial Federal Corporation 2006 Stock...Stock Unit Award Agreement • December 13th, 2006 • Financial Federal Corp • Miscellaneous business credit institution • New York
Exhibit 10.4 FINANCIAL FEDERAL CORPORATION EXCISE TAX RESTORATION AGREEMENT (EFFECTIVE MARCH 6, 2006) In consideration of the willingness of the individual executives and directors of Financial Federal Corporation (the "Company") who are listed in...Excise Tax Restoration Agreement • March 10th, 2006 • Financial Federal Corp • Miscellaneous business credit institution
Exhibit 10.24 DEFERRED COMPENSATION AGREEMENT THIS AGREEMENT, made as of the 1st day of January, 1998, by and between Financial Federal Corporation (the "Company") and Clarence Y. Palitz, Jr. (the "Employee"); W I T N E S S E T H : WHEREAS, Employee...Deferred Compensation Agreement • March 11th, 1998 • Financial Federal Corp • Miscellaneous business credit institution • New York
For non-10% owner) Financial Federal Corporation Incentive Stock Option Agreement (pursuant to the Financial Federal Corporation 2006 Stock Incentive Plan) Employee/Participant: Number of shares of Common Stock subject to this Agreement: Pursuant to...Incentive Stock Option Agreement • December 13th, 2006 • Financial Federal Corp • Miscellaneous business credit institution • New York
Exhibit No. 10.23 DEFERRED COMPENSATION AGREEMENT THIS AGREEMENT, made as of the 30th day of December, 1996, by and between Financial Federal Corporation (the "Company") and Clarence Y. Palitz, Jr.(the "Employee"); W I T N E S S E T H : WHEREAS,...Deferred Compensation Agreement • March 11th, 1997 • Financial Federal Corp • Miscellaneous business credit institution • New York
Exhibit 4.7 Financial Federal Credit Inc. 1300 Post Oak Boulevard, Suite 1300 Houston, Texas 77056 Note Agreement U.S.$25,000,000 7.40% Series A Senior Notes Due July 14, 2000 and U.S. $25,000,000 7.45% Series B Senior Notes Due December 14, 2000...Note Agreement • October 28th, 1997 • Financial Federal Corp • Miscellaneous business credit institution • New York
