0000950123-06-008912 Sample Contracts

Master Repurchase Agreement
Master Repurchase Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York
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CRYSTAL RIVER CAPITAL, INC. 2005 LONG-TERM INCENTIVE PLAN
Restricted Share Unit Award Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York

You are hereby awarded Restricted Share Units (the “RSUs”) subject to the terms and conditions set forth in this Restricted Share Unit Award Agreement (“Award Agreement”), and in the Crystal River Capital, Inc. 2005 Long-Term Incentive Plan (the “Plan”), which is attached as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award Agreement, including your tax alternatives and their consequences.

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York

This AMENDED AND RESTATED MANAGEMENT AGREEMENT is made as of July 11, 2006 (this “Agreement”) by and between Crystal River Capital, Inc., a Maryland corporation (the “Company”) and Hyperion Brookfield Crystal River Capital Advisors, LLC, a Delaware limited liability company (the “Manager”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York

This SUB-ADVISORY AGREEMENT is made as of July 10, 2006 (this “Agreement”) by and among Crystal River Capital, Inc., a Maryland corporation (the “Company”), Hyperion Brookfield Crystal River Capital Advisors, LLC, a Delaware limited liability company (the “Manager”), and Brookfield Crystal River Capital L.P., a Manitoba limited partnership (the “Sub-Advisor”).

FIRST AMENDMENT
First Amendment • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York

FIRST AMENDMENT (this “Amendment”), dated as of April 10, 2006, by and among CRYSTAL RIVER CAPITAL, INC., a corporation organized under the laws of the State of Maryland (“Borrower”), BANK HAPOALIM B.M. (“New Lender”) and SIGNATURE BANK (“Signature”), as a lender (in such capacity, a “Lender” and, together with the New Lender, the “Lenders”) and as administrative agent for Lenders (in such capacity, the “Agent”). Terms which are capitalized in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).

FORM STOCK OPTION GRANT AGREEMENT CRYSTAL RIVER CAPITAL, INC. 2005 LONG TERM INCENTIVE PLAN Stock Option Award Agreement Award No.
Stock Option Award Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York

You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Common Stock of Crystal River Capital, Inc. (“the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (this “Award Agreement”) and in the Crystal River Capital, Inc. 2005 Long Term Incentive (the “Plan”), which is attached hereto as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York

This SUB-ADVISORY AGREEMENT is made as of March 15, 2005 (this “Agreement”) by and among Crystal River Capital, Inc., a Maryland corporation (the “Company”), Hyperion Crystal River Capital Advisors, LLC, a Delaware limited liability company (the “Manager”), and Ranieri & Co., Inc., a Delaware corporation (the “Sub-Advisor”).

FORM RESTRICTED STOCK AWARD AGREEMENT CRYSTAL RIVER CAPITAL, INC. 2005 LONG TERM INCENTIVE PLAN Restricted Stock Award Agreement Award No.
Restricted Stock Award Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York

You are hereby awarded Restricted Stock subject to the terms and conditions set forth in this Restricted Stock Award Agreement (this “Award Agreement”), and in the Crystal River Capital, Inc. 2005 Long Term Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.

REVOLVING CREDIT AGREEMENT among the FINANCIAL INSTITUTIONS party hereto, as Lenders, SIGNATURE BANK, as Administrative Agent for the benefit of the Lenders, and CRYSTAL RIVER CAPITAL, INC., as Borrower dated as of March 1, 2006
Revolving Credit Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York

Revolving Credit Agreement dated as of March 1, 2006, by and among CRYSTAL RIVER CAPITAL, INC., a corporation organized under the laws of the State of Maryland (“Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and SIGNATURE BANK (“Signature”), as a Lender and as administrative agent for Lenders (Signature, in such capacity, the “Agent”).

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