AMENDED AND RESTATED TRUST AGREEMENT among CAPSTEAD MORTGAGE CORPORATION, as Depositor WELLS FARGO BANK, NATIONAL ASSOCIATION as Property Trustee WELLS FARGO DELAWARE TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as...Trust Agreement • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 26, 2005, among (i) Capstead Mortgage Corporation, a Maryland corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wells Fargo Bank, National Association, as property trustee (in such capacity, the “Property Trustee”), (iii) Wells Fargo Delaware Trust Company, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Andrew F. Jacobs and an individual, Phillip A. Reinsch, each of whose address is c/o 8401 N. Central Expressway, Suite 800, Dallas, Texas 75225 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.
JUNIOR SUBORDINATED INDENTURE between CAPSTEAD MORTGAGE CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Dated as of September 26, 2005Junior Subordinated Indenture • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of September 26, 2005, between Capstead Mortgage Corporation a Maryland corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking corporation, as Trustee (in such capacity, the “Trustee”).
CAPSTEAD MORTGAGE CORPORATION 25,000 Capital Securities Fixed/Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENTSubscription Agreement • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • New York
[FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement and statement of cash flows, and notes thereto, together with the report of the independent accountants thereon) of the Company and its consolidated subsidiaries for the three years ended [date], 20 and all financial statements required to be filed with any Governmental Entity (as defined in the Placement Agreement) other than the Securities and Exchange Commission for the year ended [date], 20__]
PURCHASE AGREEMENT among Capstead Mortgage Corporation Capstead Mortgage Trust I and Merrill Lynch International Dated as of September 23, 2005Purchase Agreement • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • New York
THIS PURCHASE AGREEMENT, dated as of September 23, 2005 (this “Purchase Agreement”), is entered into among Capstead Mortgage Corporation, a Maryland corporation (the “Company”), Capstead Mortgage Trust I, a Delaware statutory trust (the “Trust”, and together with the Company, the “Sellers”), and Merrill Lynch International or its assignee (the “Purchaser”).
CAPSTEAD MORTGAGE CORPORATION 40,000 Capital Securities Fixed/Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENTSubscription Agreement • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • New York
Capstead Mortgage Corporation, a Maryland corporation (the “Company”), and its financing subsidiary, Capstead Mortgage Trust II, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agents (the “Placement Agents”), as follows:
CAPSTEAD MORTGAGE CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEESFor Employees • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • Maryland
THIS AGREEMENT, made as of this [ ] day of [ ], 20[__], (hereinafter called the “Date of Grant”) between Capstead Mortgage Corporation, a Maryland corporation (hereinafter called the “Company”), and [ ] (hereinafter called the “Optionee”):
CAPSTEAD MORTGAGE CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT FOR NON- EMPLOYEE DIRECTORSNon-Employee Directors • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • Maryland
THIS AGREEMENT, made as of this [ ]day of [ ], 20[__] (hereinafter called the “Date of Grant”), between Capstead Mortgage Corporation, a Maryland corporation (hereinafter called the “Company”), and [ ] (hereinafter called the “Optionee”):
