1 EXHIBIT 1.1 HOMESIDE LENDING, INC. MEDIUM-TERM NOTES DUE NINE MONTHS OR MORE FROM DATE OF ISSUE DISTRIBUTION AGREEMENTHomeside Lending Inc • August 31st, 1999 • Mortgage bankers & loan correspondents • New York
AMONGCredit Agreement • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
1 EXHIBIT 10.62 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT is made as of the 25th day of October, 1997, by and between National Australia Bank Limited ("Parent") a company organized under the laws of Australia, HomeSide...Employment Agreement • March 6th, 1998 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
Banc One Corporation and Banc One Mortgage Corporation, as Seller andAsset Purchase Agreement • August 14th, 1998 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
Exhibit 10.78 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 17th day of May, 2001(the "Effective Date"), by and between HomeSide Lending, Inc. (the "Company"), a Florida corporation, National Australia Bank Limited...Employment Agreement • December 27th, 2001 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
Exhibit 1.1 HOMESIDE LENDING, INC. (a Florida corporation) Medium-Term Notes due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT Dated: January __, 2001 TABLE OF CONTENTSHomeside Lending Inc • January 31st, 2001 • Mortgage bankers & loan correspondents • New York
1 EXHIBIT 10.25 FORM OF HOMESIDE PLEDGE AGREEMENT AMENDED AND RESTATED HOMESIDE PLEDGE AGREEMENT, dated as of January 31, 1996 (this "AGREEMENT"), made by HOMESIDE LENDING, INC., a Florida corporation (the "PLEDGOR"), in favor of THE CHASE MANHATTAN...Pledge Agreement • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
FIRST AMENDMENTHomeside Lending Inc • March 17th, 1997 • Mortgage bankers & loan correspondents • New York
AMENDMENT AMENDMENT, dated as of September 30, 1997 (this "Amendment"), to the Credit Agreement, dated as of January 31, 1997 (as amended, the "Credit Agreement"), among HomeSide Lending, Inc. ("HomeSide"), Honolulu Mortgage Company, Inc. (no longer a...Homeside Lending Inc • January 14th, 1998 • Mortgage bankers & loan correspondents • New York
1 Exhibit 10.55 THIRD AMENDMENTHomeside Lending Inc • May 12th, 1997 • Mortgage bankers & loan correspondents • New York
1 EXHIBIT 10.60 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT is made as of the 25th day of October, 1997, by and between National Australia Bank Limited ("Parent") a company organized under the laws of Australia, HomeSide...Employment Agreement • March 6th, 1998 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., DEUTSCHE BANK AG, NEW YORK BRANCH and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Syndication Agents,Revolving Credit Agreement • December 29th, 1999 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
HOMESIDE LENDING, INC. MEDIUM-TERM NOTE (Fixed Rate)Homeside Lending Inc • January 31st, 2001 • Mortgage bankers & loan correspondents
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
among HOMESIDE LENDING, INC. as Borrower,Credit Agreement • December 28th, 2000 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
HOMESIDE LENDING, INC. (a Florida corporation) Medium-Term Notes due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT Dated: May 15, 1997, and amended as of February , 1998 TABLE OF CONTENTSDistribution Agreement • February 4th, 1998 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
1 SECOND AMENDMENTHomeside Lending Inc • April 8th, 1997 • Mortgage bankers & loan correspondents • New York
Exhibit 10.32 FORM OF HOMESIDE SECURITY AGREEMENT AMENDED AND RESTATED SECURITY AND COLLATERAL AGENCY AGREEMENT, dated January 31, 1997, made by HOMESIDE LENDING, INC., a Florida corporation (the "Grantor"), THE CHASE MANHATTAN BANK, in its capacity...Security Agreement • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
PLAN OF MERGER THIS PLAN OF MERGER (the "Plan") is made and entered into as of this 15th day of February, 2000 by and between HOMESIDE HOLDINGS, INC., a Florida corporation (the "Merging Corporation"), and HOMESIDE LENDING, INC., a Florida corporation...Plan of Merger • May 15th, 2000 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
COMMERCIAL PAPER DEALER AGREEMENT, dated as of September 11, 1998 between HOMESIDE LENDING, INC., a Florida corporation (the "Issuer"), and MORGAN STANLEY & CO. INCORPORATED, a Delaware corporation ("MS"). The Issuer intends to issue short-term notes...Commercial Paper Dealer Agreement • February 12th, 1999 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
1 FIRST AMENDMENTHomeside Lending Inc • April 8th, 1997 • Mortgage bankers & loan correspondents • New York
Exhibit 4.3 [FACE OF NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE...Homeside Lending Inc • January 31st, 2001 • Mortgage bankers & loan correspondents
SECOND AMENDMENT TO UNSECURED REVOLVING CREDIT AGREEMENT This Second Amendment to Unsecured Revolving Credit Agreement, dated as of June 21, 2000 (this "Amendment"), is entered into by and between HOMESIDE LENDING, INC., a Florida corporation (the...Unsecured Revolving Credit Agreement • August 15th, 2000 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
INDENTURE Dated as of , 1997 Debt Securities 2 Reconciliation and tie between Trust Indenture Act of 1939 (the "Trust Indenture Act") and IndentureHomeside Lending Inc • April 29th, 1997 • Mortgage bankers & loan correspondents • New York
TRUST UNDER NAB GROUP - USA DEFERRED COMPENSATION PLAN THIS TRUST AGREEMENT, effective as of July 6, 2000, by and between HOMESIDE LENDING, INC., a Florida corporation (the "Company") and SunTrust Banks of Florida, Inc., a Florida Corporation (the...Trust Under • August 15th, 2000 • Homeside Lending Inc • Mortgage bankers & loan correspondents
EXHIBIT 10.29 FORM OF HOMESIDE GUARANTEE AMENDED AND RESTATED HOMESIDE GUARANTEE, dated as of January 31, 1997 (this "HOMESIDE GUARANTEE"), made by HOMESIDE LENDING, INC., a Florida corporation (the "GUARANTOR"), in favor of THE CHASE MANHATTAN BANK,...Homeside Lending Inc • March 17th, 1997 • Mortgage bankers & loan correspondents • New York
EXHIBIT 10.31 FORM OF BMC GUARANTEE AMENDED AND RESTATED BMC GUARANTEE, dated as of January 31, 1997 (this "BMC GUARANTEE"), made by HOMESIDE HOLDINGS, INC., a Florida corporation (formerly known as Barnett Mortgage Company; the "GUARANTOR"), in favor...Credit Agreement • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
Exhibit 10.89 ASSET PURCHASE/LIABILITY ASSUMPTION AGREEMENT Dated as of December 11, 2001Liability Assumption Agreement • December 27th, 2001 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
1 EXHIBIT 10.19 MORTGAGE LOAN SERVICING AGREEMENT MORTGAGEE NAME: BARNETT BANKS, INC. MORTGAGEE ADDRESS: 50 N. LAURA STREET, JACKSONVILLE, FLORIDA 32202-3638 TYPE OF BUSINESS ENTITY: BANK HOLDING COMPANYMortgage Loan Servicing Agreement • April 8th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
RECITALS.Operating Agreement • August 14th, 1998 • Homeside Lending Inc • Mortgage bankers & loan correspondents • Florida
FIRST AMENDMENT TO MORTGAGE LOAN SERVICING PURCHASE AND SALE AGREEMENTMortgage Loan Servicing Purchase and Sale Agreement • May 14th, 1999 • Homeside Lending Inc • Mortgage bankers & loan correspondents
SECOND AMENDMENTHomeside Lending Inc • March 6th, 1998 • Mortgage bankers & loan correspondents • New York
C H A S E S E C U R I T I E S I N C. ------------------------------------------ -------------------------------------- October 1998Homeside Lending Inc • February 12th, 1999 • Mortgage bankers & loan correspondents
EXHIBIT 10.28 FORM OF HOLDINGS GUARANTEE AMENDED AND RESTATED HOLDINGS GUARANTEE, dated as of January 31, 1997 (this "GUARANTEE"), made by HOMESIDE, INC., a Delaware corporation (the "GUARANTOR"), in favor of THE CHASE MANHATTAN BANK, as...Credit Agreement • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
EXHIBIT 10.30 FORM OF SUBSIDIARIES GUARANTEE AMENDED AND RESTATED SUBSIDIARIES GUARANTEE, dated as of January 31, 1997 (this "GUARANTEE"), made by each of the corporations that are signatories hereto (the "GUARANTORS"), in favor of THE CHASE MANHATTAN...Subsidiaries Guarantee • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
EXHIBIT 10.26 FORM OF BMC PLEDGE AGREEMENT AMENDED AND RESTATED BMC PLEDGE AGREEMENT, dated as of January 31, 1997 (this "BMC PLEDGE AGREEMENT"), made by HOMESIDE HOLDINGS, INC., a Florida corporation (formerly known as Barnett Mortgage Company; the...BMC Pledge Agreement • March 17th, 1997 • Homeside Lending Inc • Mortgage bankers & loan correspondents • New York
