JUNIOR SUBORDINATED INDENTURE among CAPITALSOURCE FINANCE LLC CAPITALSOURCE INC. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Trustee Dated as of December 14, 2005Junior Subordinated Indenture • March 9th, 2006 • Capitalsource Inc • Finance lessors • New York
Junior Subordinated Indenture, dated as of December 14, 2005, among CapitalSource Finance LLC a Delaware limited liability company (the “Company”), CapitalSource Inc., a Delaware corporation, (the Guarantor”), and JPMorgan Chase Bank, National Association, a national banking corporation, as Trustee (in such capacity, the “Trustee”).
U.S. $470,000,000 SALE AND SERVICING AGREEMENT by and among CSE QRS FUNDING I LLC, as the Seller CSE MORTGAGE LLC, as the Originator and as the Servicer VARIABLE FUNDING CAPITAL COMPANY LLC and EACH OTHER COMMERCIAL PAPER CONDUIT FROM TIME TO TIME...Sale and Servicing Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • New York
THIS SALE AND SERVICING AGREEMENT (such agreement as amended, modified, waived, supplemented, restated or replaced from time to time, the “Agreement”) is made as of this December 28, 2005, by and among:
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • Maryland
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this 22nd day of November, 2005 (the “Effective Date”), by and between CapitalSource Finance LLC, a Delaware corporation (the “Employer” or the “Company”), and James Pieczynski, an individual (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • Maryland
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 22nd day of November 2005 (the “Effective Date”), by and between CapitalSource Inc., a Delaware corporation (the “Employer” or the “Company”), and Thomas A. Fink, an individual (the “Executive”).
SALE AND CONTRIBUTION AGREEMENT by and between CSE QRS FUNDING I LLC, as the Buyer and CSE MORTGAGE LLC, as the Seller Dated as of December 28, 2005Sale and Contribution Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • New York
THIS SALE AND CONTRIBUTION AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, the “Agreement”) is dated as of December 28, 2005, by and between CSE MORTGAGE LLC, a Delaware limited liability company, as the seller (in such capacity, the “Seller”) and CSE QRS FUNDING I LLC, a Delaware limited liability company, as the buyer (in such capacity, the “Buyer”).
Master Repurchase AgreementMaster Repurchase Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • New York
Dated as of November 17, 2005 Between: Citigroup Global Markets Inc. (as “Buyer”) and CSE Mortgage LLC (as “Seller”)Master Repurchase Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • New York
AMENDED AND RESTATED TRUST AGREEMENT among CAPITALSOURCE FINANCE LLC, as Depositor JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Property Trustee CHASE BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as...Trust Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • Delaware
This Amended And Restated Trust Agreement, dated as of December 14, 2005, among (i) CapitalSource Finance LLC, a Delaware limited liability company (including any successors or permitted assigns, the “Depositor”), (ii) JPMorgan Chase Bank, National Association, as property trustee (in such capacity, the “Property Trustee”), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Steven A. Museles, an individual, and Thomas A. Fink, an individual, each of whose address is c/o CapitalSource Finance LLC, 4445 Willard Avenue, 12th Floor, Chevy Chase, Maryland 20815 as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees") and (v) the several Holders, as hereinafter defined.
AMENDED AND RESTATED TRUST AGREEMENT among CAPITALSOURCE FINANCE LLC, as Depositor CAPITALSOURCE INC., as Guarantor WILMINGTON TRUST COMPANY as Property Trustee WILMINGTON TRUST COMPANY as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN...Trust Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 21, 2005, among (i) CapitalSource Finance LLC, a Delaware limited liability company (including any successors or permitted assigns, the “Depositor”), (ii) CapitalSource Inc., a Delaware corporation (including any successors or permitted assigns, the “Guarantor”), (iii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iv) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (v) Thomas A. Fink, an individual, Steven A. Museles, an individual, and Bryan D. Smith, an individual, each of whose address is c/o CapitalSource Finance LLC, 4445 Willard Avenue, 12th Floor, Chevy Chase, Maryland 20815, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the
November 22, 2005Employment Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • Maryland
Reference is made to that certain Employment Agreement dated April 4, 2005 (the “Employment Agreement”) by and between CapitalSource Inc. (the “Employer”) and Joseph A. Kenary, Jr. (the “Executive”). The Employer and the Executive desire to amend the Employment Agreement by means of this letter agreement dated November 22, 2005 (the “Amendment”) so that the future grants of Stock provided for in Section 5(e) of the Employment Agreement shall instead be granted immediately. Accordingly, in consideration of the mutual covenants and agreements set forth herein and in the Employment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Employer and the Executive agree as follows:
FIFTH AMENDMENT TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENTSale and Servicing Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors
This Fifth Amendment (this “Amendment”) to the Amended and Restated Sale and Servicing Agreement referenced below is entered into as of December 29, 2005, among CapitalSource Funding II Trust, a Delaware statutory trust, as Issuer (the “Issuer”), CS Funding II Depositor LLC, a Delaware limited liability company and successor by merger to CS Funding II Depositor Inc., a Delaware corporation, (as successor-in-interest to CS Funding II Depositor LLC, a Delaware limited liability company), as Depositor (in such capacity, the “Depositor”), CapitalSource Finance LLC, a Delaware limited liability company (“CapitalSource”), as Loan Originator (in such capacity, the “Loan Originator”) and as Servicer (in such capacity, the “Servicer”) and Wells Fargo Bank, National Association, a national banking association, as Indenture Trustee on behalf of the Noteholders (in such capacity, the “Indenture Trustee”), as Paying Agent (in such capacity, the “Paying Agent”), as Collateral Custodian (in such capa
Dated as of December 28, 2005 Between: Credit Suisse First Boston LLC and CSE Mortgage LLCMaster Repurchase Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • New York
November 22, 2005Employment Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • Maryland
Reference is made to that certain Employment Agreement dated April 22, 2005 (the “Employment Agreement”) by and between CapitalSource Inc. (the “Employer”) and Michael Szwajkowski (the “Executive”). The Employer and the Executive desire to amend the Employment Agreement by means of this letter agreement dated November 22, 2005 (the “Amendment”) so that the future grants of Stock provided for in Section 5(e) of the Employment Agreement shall instead be granted immediately. Accordingly, in consideration of the mutual covenants and agreements set forth herein and in the Employment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Employer and the Executive agree as follows:
November 22, 2005Employment Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • Maryland
Reference is made to that certain Employment Agreement dated April 4, 2005 (the “Employment Agreement”) by and between CapitalSource Inc. (the “Employer”) and Dean C. Graham (the “Executive”). The Employer and the Executive desire to amend the Employment Agreement by means of this letter agreement dated November 22, 2005 (the “Amendment”) so that the future grants of Stock provided for in Section 5(e) of the Employment Agreement shall instead be granted immediately. Accordingly, in consideration of the mutual covenants and agreements set forth herein and in the Employment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Employer and the Executive agree as follows:
JUNIOR SUBORDINATED INDENTURE among CAPITALSOURCE FINANCE LLC, as Issuer, CAPITALSOURCE INC., as Guarantor, and WILMINGTON TRUST COMPANY as Trustee Dated as of November 21, 2005Junior Subordinated Indenture • March 9th, 2006 • Capitalsource Inc • Finance lessors • New York
Junior Subordinated Indenture, dated as of November 21, 2005, among CapitalSource Finance LLC, a Delaware limited liability company (the “Company”), CapitalSource Inc., a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
Master Repurchase AgreementMaster Repurchase Agreement • March 9th, 2006 • Capitalsource Inc • Finance lessors • New York
