Ifc Capital Trust Ii – ARTICLES OF INCORPORATION (September 27th, 2000)Exhibit 4.1 RESTATED ARTICLES OF INCORPORATION OF IRWIN FINANCIAL CORPORATION Irwin Financial Corporation, existing pursuant to the Indiana Business Corporation Law, desiring to give notice of corporate action effectuating the restatement of its Articles of Incorporation, sets forth the following: Irwin Financial Corporation (the "Corporation") was incorporated on May 31, 1972 under the name Irwin Union Corporation. On August 21, 1990, the name was changed to Irwin Financial Corporation. The Articles of Incorporation be and the same are hereby restated and amended to read in its entirety as follows: Article I Name The name of the Corporation is Irwin Financial Corporation.
Ifc Capital Trust Ii – TRUST AGREEMENT (August 24th, 2000)EXHIBIT 4.7 -------------------------------------------------------------------------------- IFC CAPITAL TRUST II AMENDED AND RESTATED TRUST AGREEMENT among IRWIN FINANCIAL CORPORATION, as Depositor, WILMINGTON TRUST COMPANY, as Property Trustee, WILMINGTON TRUST COMPANY, as Delaware Trustee, and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of September ____, 2000 -------------------------------------------------------------------------------- TABLE OF CONTENTS PAGE
Ifc Capital Trust Ii – PREFERRED SECURITIES GUARANTEE AGREEMENT (August 24th, 2000)EXHIBIT 4.9 ================================================================================ PREFERRED SECURITIES GUARANTEE AGREEMENT by and between IRWIN FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY Dated as of September ___, 2000 ================================================================================ TABLE OF CONTENTS Page No. ARTICLE I - DEFINITIONS AND INTERPRETATION......................................... 1 Section 1.1 Definitions and Interpretation.................................. 1 ARTICLE II -
Ifc Capital Trust Ii – TRUST AGREEMENT (August 24th, 2000)EXHIBIT 4.15 ________________________________________________________________________________ IFC CAPITAL TRUST III AMENDED AND RESTATED TRUST AGREEMENT among IRWIN FINANCIAL CORPORATION, as Depositor, WILMINGTON TRUST COMPANY, as Property Trustee, WILMINGTON TRUST COMPANY, as Delaware Trustee, and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of September ___, 2000 ________________________________________________________________________________ TABLE OF CONTENTS PAGE
Ifc Capital Trust Ii – TRUST AGREEMENT (August 24th, 2000)EXHIBIT 4.6 TRUST AGREEMENT This TRUST AGREEMENT, dated as of August 24, 2000 (this "Trust Agreement"), among (i) Irwin Financial Corporation, an Indiana corporation (the "Depositor"), (ii) Wilmington Trust Company, a Delaware banking corporation, as trustee, and (iii) Thomas D. Washburn, Gregory F. Ehlinger and Jody A. Littrell, each an individual, as trustees (each of such trustees in (ii) and (iii) a "Trustee" and collectively, the "Trustees"). The Depositor and the Trustees hereby agree as follows: 1. The trust created hereby (the "Trust") shall be known as "IFC Capital Trust II" in which name the Trustees, or the Depositor to the extent provided herein, may engage in the transactions contemplated hereby, make and execute contracts, and sue and be sued. 2. The Depositor hereby assigns, transfers, conveys and sets over to the Trustees the sum of Twenty-Five
Ifc Capital Trust Ii – INDENTURE (August 24th, 2000)EXHIBIT 4.3 ________________________________________________________________________________ IRWIN FINANCIAL CORPORATION AND WILMINGTON TRUST COMPANY, AS INDENTURE TRUSTEE INDENTURE _____% JUNIOR SUBORDINATED DEBENTURES DUE 2030 Dated as of September ___, 2000 ________________________________________________________________________________ TABLE OF CONTENTS Page ----
Ifc Capital Trust Ii – CONVERTIBLE PREFERRED SECURITIES GUARANTEE AGREEMENT (August 24th, 2000)Exhibit 4.17 -------------------------------------------------------------------------------- CONVERTIBLE PREFERRED SECURITIES GUARANTEE AGREEMENT by and between IRWIN FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY Dated as of September ___, 2000 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page No. ARTICLE I -- DEFINITIONS AND INTERPRETATION............................................ 1 Section 1.1 Definitions and Interpretation...........................
Ifc Capital Trust Ii – TRUST AGREEMENT (August 24th, 2000)EXHIBIT 4.14 TRUST AGREEMENT This TRUST AGREEMENT, dated as of August 24, 2000 (this "Trust Agreement"), among (i) Irwin Financial Corporation, an Indiana corporation (the "Depositor"), (ii) Wilmington Trust Company, a Delaware banking corporation, as trustee, and (iii) Thomas D. Washburn, Gregory F. Ehlinger and Jody A. Littrell, each an individual, as trustees (each of such trustees in (ii) and (iii) a "Trustee" and collectively, the "Trustees"). The Depositor and the Trustees hereby agree as follows: 1. The trust created hereby (the "Trust") shall be known as "IFC Capital Trust III" in which name the Trustees, or the Depositor to the extent provided herein, may engage in the transactions contemplated hereby, make and execute contracts, and sue and be sued. 2. The Depositor hereby assigns, transfers, conveys and sets over to the Trustees the sum of Ten Dolla
Ifc Capital Trust Ii – INDENTURE (August 24th, 2000)EXHIBIT 4.11 -------------------------------------------------------------------------------- IRWIN FINANCIAL CORPORATION AND WILMINGTON TRUST COMPANY, AS INDENTURE TRUSTEE INDENTURE _____% CONVERTIBLE JUNIOR SUBORDINATED DEBENTURES DUE 2030 Dated as of September ___, 2000 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- ARTICLE I - DEFINITIONS........................
