Commercial Capital Bancorp Inc Sample Contracts

ARTICLE II POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE
Guarantee Agreement • September 16th, 2002 • Commercial Capital Bancorp Inc • New York
Shares
Underwriting Agreement • September 16th, 2002 • Commercial Capital Bancorp Inc • New York
DUE 2032
Indenture • September 16th, 2002 • Commercial Capital Bancorp Inc • Delaware
FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2003 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • California
GUARANTEE AGREEMENT COMMERCIAL CAPITAL BANCORP, INC. Dated as of May 27, 2004
Guarantee Agreement • August 9th, 2004 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of May 27, 2004, is executed and delivered by Commercial Capital Bancorp, Inc., a savings and loan holding company incorporated in the state of Nevada (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of CCB Capital Trust VII, a Delaware statutory trust (the “Issuer”).

INTRODUCTION
Split Dollar Agreement • September 16th, 2002 • Commercial Capital Bancorp Inc • California
JUNIOR SUBORDINATED INDENTURE between COMMERCIAL CAPITAL BANCORP, INC. and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
Junior Subordinated Indenture • March 16th, 2005 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • New York

JUNIOR SUBORDINATED INDENTURE, dated as of February 2, 2005, between Commercial Capital Bancorp, Inc., a Nevada corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).

AMENDED AND RESTATED TRUST AGREEMENT among COMMERCIAL CAPITAL BANCORP, INC., as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN...
Trust Agreement • March 16th, 2005 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 2, 2005, among (i) Commercial Capital Bancorp, Inc., a Nevada corporation (including any successors or permitted assigns, the “Depositor”), (ii) Deutsche Bank Trust Company Americas, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Stephen H. Gordon, an individual, David S. DePillo, an individual, and Christopher G. Hagerty, an individual, each of whose address is c/o Commercial Capital Bancorp, Inc., 8105 Irvine Center Drive, Suite 1500, Irvine, CA 92618, 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.

GUARANTEE AGREEMENT between COMMERCIAL CAPITAL BANCORP, INC., As Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, As Guarantee Trustee Dated as of February 2, 2005 CCB CAPITAL TRUST IX
Guarantee Agreement • March 16th, 2005 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • New York

GUARANTEE AGREEMENT, dated as of February 2, 2005, executed and delivered by COMMERCIAL CAPITAL BANCORP, INC., a Nevada corporation (the “Guarantor”) having its principal office at 8105 Irvine Center Drive, Suite 1500, Irvine, CA 92618, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of CCB CAPITAL TRUST IX, a Delaware statutory trust (the “Issuer”).

INTRODUCTION
Executive Bonus Agreement • September 16th, 2002 • Commercial Capital Bancorp Inc • California
EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2006 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of October 27, 2005 by and between Commercial Capital Bancorp (the “Holding Company”), a corporation organized under the laws of the State of Nevada, with its headquarters office located in the City of Irvine, Orange County, California, and James Leonetti, a California resident (the “Employee”). References herein to “Bank” are references to Commercial Capital Bank, FSB. References herein to “Bank Employment Agreement” are references to the employment agreement entered into between the Bank and the Employee dated October 27, 2005.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2005 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of December 27, 2005, by and between Commercial Capital Bank, FSB, a federal savings bank, with its headquarters office located in the City of Irvine, Orange County, California (the “Bank”), and Chris Walsh, a California resident (the “Employee”). References herein to “Holding Company” are references to Commercial Capital Bancorp, Inc.

FORM OF COMMERCIAL CAPITAL BANCORP, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • September 3rd, 2004 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • Nevada

Stock Option Agreement (this “Option Agreement”), dated as of (the “Grant Date”), between Commercial Capital Bancorp, Inc. (the “Company”) and (the “Participant”). This Option Agreement is pursuant to the terms of the Commercial Capital Bancorp, Inc. 2004 Long-Term Incentive Plan (the “Plan”), a copy of which has been furnished to the Participant and the terms of which are incorporated herein by reference. Unless otherwise indicated, whenever capitalized terms are used in this Option Agreement, they shall have the meanings set forth in the Plan.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • August 9th, 2004 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 4, 2004 (this “First Supplemental Indenture”), between Commercial Capital Bancorp, Inc., a Nevada corporation (the “Corporation”) and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter the “Trustee”). Capitalized terms used herein without definition shall have the same meanings assigned to them in the Indenture (as hereinafter defined).

HAWTHORNE SHAREHOLDER AGREEMENT
Shareholder Agreement • April 13th, 2004 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • Nevada

HAWTHORNE SHAREHOLDER AGREEMENT (the “Agreement”), dated as of January 27, 2004, among , a shareholder (“Shareholder”) of Hawthorne Financial Corporation, a Delaware corporation (“Hawthorne”) and Commercial Capital Bancorp, Inc., a Nevada corporation (“Parent”). All terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).

FOURTH AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT
Warehousing Credit and Security Agreement • May 10th, 2005 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • Minnesota

FOURTH AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT, dated as of August 1, 2004 between COMMERCIAL CAPITAL MORTGAGE, INC., a Delaware corporation (“Borrower”), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (“Lender”).

Amendment to Employment Agreement Between Commercial Capital Bancorp, Inc., and James Leonetti dated 10/27/05
Employment Agreement • September 22nd, 2006 • Commercial Capital Bancorp Inc • Savings institution, federally chartered

Whereas, Commercial Capital Bancorp, Inc., and James Leonetti (together, the “Parties”) entered into an Employment Agreement effective 10/27/05 (the “Agreement”);

June 22, 2006 Via e-mail, Hand Delivery & U.S. Mail
Employment Agreement • August 9th, 2006 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • California

Re: Amended and Restated Employment Agreement: dated December 19, 2005 by and between Commercial Capital Bancorp, and James R. Daley;

FORM OF COMMERCIAL CAPITAL BANCORP, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 3rd, 2004 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • Nevada

Restricted Stock Agreement (this “Agreement”), dated as of (the “Grant Date”), between Commercial Capital Bancorp, Inc. (the “Company”) and (the “Participant”). This Agreement is pursuant to the terms of the Commercial Capital Bancorp, Inc. 2004 Long-Term Incentive Plan (the “Plan”), a copy of which has been furnished to the Participant and the terms of which are incorporated herein by reference. Unless otherwise indicated, whenever capitalized terms are used in this Agreement, they shall have the meanings set forth in the Plan.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • August 9th, 2004 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 4, 2004 (this “First Supplemental Indenture”), between Commercial Capital Bancorp, Inc., a Nevada corporation (the “Corporation”), and Wilmington Trust Company, a Delaware banking corporation, as debenture trustee (hereinafter the “Debenture Trustee”). Capitalized terms used herein without definition shall have the same meanings assigned to them in the Indenture (as hereinafter defined).

AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 23, 2006 AMONG WASHINGTON MUTUAL, INC. BRUIN ACQUISITION INC. AND COMMERCIAL CAPITAL BANCORP, INC.
Merger Agreement • April 25th, 2006 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of April 23, 2006, among Washington Mutual, Inc. (“Washington Mutual”), Bruin Acquisition Inc. (“Merger Sub”) and Commercial Capital Bancorp, Inc. (“CCBI”).

AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 27, 2004 AMONG COMMERCIAL CAPITAL BANCORP, INC., CCBI ACQUISITION CORP. AND HAWTHORNE FINANCIAL CORPORATION
Merger Agreement • January 28th, 2004 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • Nevada

AGREEMENT AND PLAN OF MERGER, dated as of January 27, 2004 (this “Agreement”), among Commercial Capital Bancorp, Inc. (“Parent”), CCBI Acquisition Corp. (“Acquisition Sub”) and Hawthorne Financial Corporation (“Hawthorne”).

Amendment to Employment Agreement Between Commercial Capital Bancorp, Inc., and Stephen H. Gordon dated 12/19/05
Employment Agreement • September 22nd, 2006 • Commercial Capital Bancorp Inc • Savings institution, federally chartered

Whereas, Commercial Capital Bancorp, Inc., and Stephen H. Gordon (together, the “Parties”) entered into an Employment Agreement effective 12/19/05 (the “Agreement”);

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT
Warehousing Credit and Security Agreement • May 10th, 2005 • Commercial Capital Bancorp Inc • Savings institution, federally chartered

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of January 24, 2005, between COMMERCIAL CAPITAL MORTGAGE, INC., a Delaware corporation (“Borrower”) and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (“Lender”).

FIRST AMENDMENT TO THE COMMERCIAL CAPITAL BANK EXECUTIVE BONUS AGREEMENT DATED JULY 23, 2002 FOR STEPHEN H. GORDON
Executive Bonus Agreement • November 14th, 2003 • Commercial Capital Bancorp Inc • Savings institution, federally chartered

THIS AMENDMENT executed on this 29th day of August, 2003, by and between COMMERCIAL CAPITAL BANK, a savings association located in Irvine, California (the “Company”) and STEPHEN H. GORDON (the “Executive”).

THIRD AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT
Warehousing Credit and Security Agreement • November 14th, 2003 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • Minnesota

THIRD AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT, dated as of June 30, 2003 between COMMERCIAL CAPITAL MORTGAGE, INC. F/K/A FINANCIAL INSTITUTIONAL PARTNERS MORTGAGE CORPORATION, a Delaware corporation (“Borrower”), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (“Lender”).

Amendment to Employment Agreement Between Commercial Capital Bank, FSB and Richard Sanchez dated 12/19/05
Employment Agreement • September 22nd, 2006 • Commercial Capital Bancorp Inc • Savings institution, federally chartered

Whereas, Commercial Capital Bank, FSB and Richard Sanchez (together, the “Parties”) entered into an Employment Agreement effective 12/19/05 (the “Agreement”);

SECOND AMENDMENT TO THE COMMERCIAL CAPITAL BANK SALARY CONTINUATION AGREEMENT DATED JULY 23, 2002 FOR STEPHEN H. GORDON
Salary Continuation Agreement • November 14th, 2003 • Commercial Capital Bancorp Inc • Savings institution, federally chartered

THIS AMENDMENT executed on this 29th day of August, 2003, by and between COMMERCIAL CAPITAL BANK, a savings association located in Irvine, California (the “Company”) and STEPHEN H. GORDON (the “Executive”).

AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 20, 2005 AMONG COMMERCIAL CAPITAL BANCORP, INC., COMMERCIAL CAPITAL BANK, FSB AND CALNET BUSINESS BANK, NATIONAL ASSOCIATION
Merger Agreement • October 21st, 2005 • Commercial Capital Bancorp Inc • Savings institution, federally chartered • California

AGREEMENT AND PLAN OF MERGER, dated as of October 20, 2005 (this “Agreement”), among Commercial Capital Bancorp, Inc. (“CCBI”), Commercial Capital Bank, FSB (the “Bank”) and Calnet Business Bank, National Association (“Calnet”).

EXHIBIT 10.12 GUARANTEE AGREEMENT by and between COMMERCIAL CAPITAL BANCORP, INC.
Guarantee Agreement • September 16th, 2002 • Commercial Capital Bancorp Inc • New York