CREDIT AGREEMENT among CAPITALSOURCE INC. as the Initial Borrower THE GUARANTORS LISTED HEREIN, THE LENDERS LISTED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent, Swingline Lender, and Issuing Lender BANK OF AMERICA, N.A., as...Credit Agreement • August 8th, 2007 • Capitalsource Inc • Finance lessors • New York
CREDIT AGREEMENT, dated as of March 14, 2006 and as amended through June 29, 2007 (this “Credit Agreement”), among CAPITALSOURCE INC., a Delaware corporation, CAPITALSOURCE TRS INC., a Delaware corporation (“TRS”), CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“CSF”), CSE MORTGAGE LLC, a Delaware limited liability company (“CSM”), and CAPITALSOURCE SF TRS INC., a Delaware corporation (“SFTRS” and, together with TRS, CSF and CSM, and any other Subsidiary of the Borrower that becomes a party to this Credit Agreement, collectively the “Guarantors” and individually a “Guarantor”), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the “Lenders” and individually a “Lender”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent” or the “Agent”), Swingline Lender, and Issuing Lender, and BANK OF AMERI
CAPITALSOURCE INC. THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 8th, 2007 • Capitalsource Inc • Finance lessors • Delaware
CapitalSource Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (“Restricted Stock Units”) for shares of its common stock (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet, in the attached Restricted Unit Agreement (the “Agreement”) and in the Company’s Third Amended and Restated Equity Incentive Plan (as amended from time to time, the “Plan”).
CAPITALSOURCE INC. THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 8th, 2007 • Capitalsource Inc • Finance lessors • Delaware
CapitalSource Inc., a Delaware corporation (the “Company”), hereby grants shares of its common stock (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet, in the attached Restricted Stock Agreement (the “Agreement”) and in the Company’s Third Amended and Restated Equity Incentive Plan (as amended from time to time, the “Plan”).
CAPITALSOURCE INC. THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR DIRECTORSRestricted Stock Agreement • August 8th, 2007 • Capitalsource Inc • Finance lessors • Delaware
CapitalSource Inc., a Delaware corporation (the “Company”), hereby grants shares of its common stock (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet, in the attached Restricted Stock Agreement (the “Agreement”) and in the Company’s Third Amended and Restated Equity Incentive Plan (as amended from time to time, the “Plan”).
FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 8th, 2007 • Capitalsource Inc • Finance lessors
This First Amendment (this “Amendment”) to the Note Purchase Agreement referenced below is entered into as of August 2, 2007, among CapitalSource Funding VII Trust, a Delaware statutory trust (the “Issuer”), CS Funding VII Depositor LLC, a Delaware limited liability company, as Depositor (the “Depositor”), CapitalSource Finance LLC, a Delaware limited liability company (“CapitalSource,” and in its capacity as Loan Originator, the “Loan Originator”) and Citigroup Global Markets Realty Corp. (“Citigroup,” and in its capacity as Purchaser hereunder, the “Purchaser”).
CAPITALSOURCE INC. THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTORSRestricted Stock Unit Agreement • August 8th, 2007 • Capitalsource Inc • Finance lessors • Delaware
CapitalSource Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (“Restricted Stock Units”) for shares of its common stock (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet, in the attached Restricted Unit Agreement (the “Agreement”) and in the Company’s Third Amended and Restated Equity Incentive Plan (as amended from time to time, the “Plan”).
FIRST AMENDMENT TO THE SALE AND SERVICING AGREEMENTSale and Servicing Agreement • August 8th, 2007 • Capitalsource Inc • Finance lessors
This First Amendment (this “Amendment”) to the Sale and Servicing Agreement referenced below is entered into as of August 2, 2007, among CapitalSource Funding VII Trust, a Delaware statutory trust (the “Issuer”), CS Funding VII 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 and as Paying Agent (in such capacities, the “Indenture Trustee”), as Collateral Custodian (the “Collateral Custodian”) and as Backup Servicer (the “Backup Servicer”).
CapitalSource Funding II Trust c/o Wilmington Trust Company, as Owner Trustee Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Ladies and Gentlemen:Sale and Servicing Agreement • August 8th, 2007 • Capitalsource Inc • Finance lessors
Reference is hereby made to that certain Amended and Restated Sale and Servicing Agreement, entered into effective as of September 17, 2003 (as amended, supplemented and otherwise modified from time to time, the “Sale and Servicing Agreement”), among CapitalSource Funding II Trust (the “Issuer”), CS Funding II Depositor LLC, as Depositor (in such capacity, the “Depositor”), CapitalSource Finance LLC (“CapitalSource”), as Loan Originator (in such capacity, the “Loan Originator”) and as Servicer (in such capacity, the “Servicer”), and Wells Fargo Bank, National Association, as Indenture Trustee on behalf of the Noteholders (in such capacity, the “Indenture Trustee”), as Collateral Custodian (the “Collateral Custodian”) and as Backup Servicer (the “Backup Servicer”). Capitalized terms used but not defined herein have the meanings assigned to them in the Sale and Servicing Agreement.
