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
JPMorgan Chase Bank P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England March 16, 2004Call Option Transaction • May 13th, 2004 • Capitalsource Inc • Finance lessors • New York
To: CapitalSource Inc. 4445 Willard Avenue, 12th Floor Chevy Chase, MD 20815 Attention: Chief Financial Officer Telephone No.: 301-841-2866 Facsimile No.: 301-841-2375
GLOBAL MASTER REPURCHASE AGREEMENTGlobal Master Repurchase Agreement • May 13th, 2004 • Capitalsource Inc • Finance lessors • England
JPMorgan Chase Bank London EC4Y 0JP England March 16, 2004 To: CapitalSource Inc. Chevy Chase, MD 20815 Attention: Chief Financial Officer Telephone No.: 301-841-2866 Facsimile No.: 301-841-2375Warrant Agreement • May 13th, 2004 • Capitalsource Inc • Finance lessors • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Warrants issued by CapitalSource Inc. (the “Company”) to JPMorgan Chase Bank, London Branch (“JPMorgan”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous letter and serve as the final documentation for this Transaction.
