Origen Financial Inc Sample Contracts

Origen Financial Inc – May 1, 2009 Re: Success Fees for Transaction Services Dear Ron: (May 7th, 2009)

We have today entered into an employment agreement (the “2009 Employment Agreement”) with you whereby Origen Financial, Inc., a Delaware corporation (the “Parent”), together with Origen Financial, L.L.C. (the “Company”), a Delaware limited liability company (the “Parent”), (collectively, the Parent and the Company are referred to as “Employers”) have employed you (“Klein”), as a part-time employee to provide the services described in the 2009 Employment Agreement. This letter (with the attached schedule, the “Agreement”) confirms our understanding regarding the Employers’ obligation to provide additional compensation to you and certain other employees and consultants, in accordance with the terms and subject to the conditions of this Agreement, in connection with one or more possible Transactions (as defined below) concluded on behalf of Employers under your direction.

Origen Financial Inc – EMPLOYMENT AGREEMENT (May 7th, 2009)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of October 1, 2003 (the “Effective Date”), by and between ORIGEN FINANCIAL, INC., a Delaware corporation (“Parent”), ORIGEN FINANCIAL L.L.C., a Delaware limited liability company (“Origen”), and PAUL GALASPIE (the “Executive”).

Origen Financial Inc – 2009 CONSULTING AGREEMENT (May 7th, 2009)

THIS 2009 CONSULTING AGREEMENT (this “Agreement”) by and among ORIGEN FINANCIAL, INC., a Delaware corporation (“Parent”), ORIGEN FINANCIAL L.L.C., a Delaware limited liability company (the “Company”) and MARK LANDSCHULZ (“Consultant”) is made and entered into on May 1, 2009, and for all purposes shall be effective on April 4, 2009 (the “Effective Date”).

Origen Financial Inc – 2009 EMPLOYMENT AGREEMENT (May 7th, 2009)

THIS 2009 EMPLOYMENT AGREEMENT (this “Agreement”) by and between ORIGEN FINANCIAL, INC., a Delaware corporation (“Parent”), ORIGEN FINANCIAL L.L.C., a Delaware limited liability company (the “Company”) and RONALD A. KLEIN (“Employee”) is made and entered into on May 1, 2009, and for all purposes shall be effective on April 4, 2009 (the “Effective Date”). Collectively, Parent and Company shall be referred to as “Employers.”

Origen Financial Inc – ORIGEN FINANCIAL, INC. ORIGEN FINANCIAL LLC 27777 Franklin Road Suite 1700 Southfield, Michigan 48034 May 1, 2009 (May 7th, 2009)

Origen Financial, Inc. (“Parent”), Origen Financial, LLC ( “Company”) and you (“Executive”) are parties to that certain Employment Agreement dated December 28, 2006 and amended July 1, 2008 (the “2006 Employment Agreement”). The 2006 Employment Agreement is scheduled to expire in accordance with its terms on October 7, 2009. This letter agreement (the “2009 Agreement”) is entered into effective as of April 4, 2009 (the “Effective Date”) and is intended to reflect and memorialize the agreements made among Parent, Company and Executive regarding Executive’s employment under the 2006 Employment Agreement.

Origen Financial Inc – 2009 EMPLOYMENT AGREEMENT (May 7th, 2009)

THIS 2009 EMPLOYMENT AGREEMENT (this “Agreement”) by and among ORIGEN FINANCIAL, INC., a Delaware corporation (“Parent”), ORIGEN FINANCIAL L.L.C., a Delaware limited liability company (the “Company”) and W. ANDERSON GEATER, JR. (“Executive”) is made and entered into on May 1, 2009 and for all purposes shall be effective on April 4, 2009 (the “Effective Date”).

Origen Financial Inc – SECOND AMENDMENT TO THE ORIGEN FINANCIAL, LLC CAPITAL ACCUMULATION PLAN (December 15th, 2008)

This Second Amendment to the Origen Financial, LLC Capital Accumulation Plan (this “Amendment”) is made by Origen Financial, LLC, a Delaware limited liability company (the “Company”) on December 15, 2008. Capitalized terms used but not defined herein shall have the meanings set forth in the Origen Financial, LLC Capital Accumulation Plan, (the “Plan”).

Origen Financial Inc – FIRST AMENDMENT TO THE ORIGEN FINANCIAL, LLC ENDORSEMENT SPLIT-DOLLAR PLAN (December 15th, 2008)

This First Amendment to the Origen Financial, LLC Endorsement Split-Dollar Plan (this “Amendment”) is made by Origen Financial, LLC, a Delaware limited liability company (the “Company”) on December 15, 2008. Capitalized terms used but not defined herein shall have the meanings set forth in the Origen Financial, LLC Endorsement Split-Dollar Plan, as amended (the “Plan”).

Origen Financial Inc – FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH RONALD A. KLEIN (July 18th, 2008)

This First Amendment to the Employment Agreement (this “Amendment”) is made by and between Origen Financial, Inc, a Delaware corporation (“Parent”), Origen Financial, L.L.C, a Delaware limited liability company (“Company”), and Ronald A. Klein (“Executive”) on July 1, 2008. Capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement with Executive effective as of July 14, 2006 (the “Agreement”).

Origen Financial Inc – FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH W. ANDERSON GEATER (July 8th, 2008)

This First Amendment to the Employment Agreement (this “Amendment”) is made by and between Origen Financial, Inc, a Delaware corporation (“Parent”), Origen Financial, L.L.C, a Delaware limited liability company (“Company”), and W. Anderson Geater (“Executive”) on July 1, 2008. Capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement with Executive effective as of October 8, 2006 (the “Agreement”).

Origen Financial Inc – FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH RONALD A. KLEIN (July 8th, 2008)

This First Amendment to the Employment Agreement (this “Amendment”) is made by and between Origen Financial, Inc, a Delaware corporation (“Parent”), Origen Financial, L.L.C, a Delaware limited liability company (“Company”), and Ronald A. Klein (“Executive”) on July 8, 2008. Capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement with Executive effective as of July 14, 2006 (the “Agreement”).

Origen Financial Inc – FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH MARK LANDSCHULZ (July 8th, 2008)

This First Amendment to the Employment Agreement (this “Amendment”) is made by and between Origen Financial, Inc, a Delaware corporation (“Parent”), Origen Financial, L.L.C, a Delaware limited liability company (“Company”), and Mark Landschulz (“Executive”) on July 1, 2008. Capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement with Executive effective as of October 8, 2006 (the “Agreement”).

Origen Financial Inc – FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH J. PETER SCHERER (July 8th, 2008)

This First Amendment to the Employment Agreement (this “Amendment”) is made by and between Origen Financial, Inc, a Delaware corporation (“Parent”), Origen Financial, L.L.C, a Delaware limited liability company (“Company”), and J. Peter Scherer (“Executive”) on July 1, 2008. Capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement with Executive effective as of October 8, 2006 (the “Agreement”).

Origen Financial Inc – CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ORIGEN FINANCIAL, INC. (July 8th, 2008)

ORIGEN FINANCIAL, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

Origen Financial Inc – ASSET DISPOSITION AND MANAGEMENT PLAN (July 8th, 2008)

This Asset Disposition and Management Plan (the “Plan”) of Origen Financial, Inc. (the “Company”), is intended to provide for the orderly disposition of certain of the Company’s operating assets and the continued management of the Company’s remaining assets.

Origen Financial Inc – VOTING AGREEMENT (May 5th, 2008)

VOTING AGREEMENT, dated as of April 30, 2008 (this “Agreement”), by and among GTH LLC, a Delaware limited liability company (the “Buyer Affiliate”), and the Persons (as hereinafter defined) set forth on Schedule I attached hereto (collectively, the “Securityholders” and each a “Securityholder”).

Origen Financial Inc – ASSET PURCHASE AGREEMENT by and among ORIGEN FINANCIAL, INC., ORIGEN SERVICING, INC., ORIGEN FINANCIAL, L.L.C. and GREEN TREE SERVICING LLC Dated as of April 30, 2008 (May 5th, 2008)

Exhibits A-1, A-2, A-3, A-4, A-5 and A-6 — Forms of Servicer Appointment and Assumption Agreement Exhibit B — Assignment and Assumption Agreement Exhibit C — Form of Assignment of Leases Exhibit D — Form of Bill of Sale Exhibit E — Form of Effective Notice Exhibit F — Form of Power of Attorney Exhibit G — Form of Transitional Services Agreement Exhibits H-1, H-2 and H-3 — Forms of Legal Opinions Exhibit I — Form of Whole Loan Servicing Agreement

Origen Financial Inc – AMENDED AND RESTATED SECURITY AGREEMENT (April 11th, 2008)

THIS AMENDED AND RESTATED SECURITY AGREEMENT (“Agreement”) is made as of April 8, 2008, by Origen Financial L.L.C., a Delaware limited liability company (“Debtor”), whose principal place of business is located at 27777 Franklin Rd., Suite 1700, Southfield, Michigan 48034, Origen Financial, Inc., a Delaware corporation (“OFI”), Origen Servicing, Inc., a Delaware corporation (“OSI”), Origen Securitization Company, LLC (“OSC”, and together with OFI, OSI and Debtor, each a “Pledgor” and together the “Pledgors”), each whose principal place of business is located at 27777 Franklin Rd., Suite 1700, Southfield, Michigan 48034, and the William M. Davidson Trust u/a/d 12/13/04 (“Secured Party”), whose address is 2300 Harmon Road, Auburn Hills, Michigan 48326, Attention: Jonathan S. Aaron. This Agreement amends and restates in its entirety the Security Agreement dated September 11, 2007 (the “Original Agreement”) executed by Debtor and OSI in favor of Secured Party. This amendment and restatement

Origen Financial Inc – MEMBERSHIP PLEDGE AGREEMENT (April 11th, 2008)

THIS MEMBERSHIP PLEDGE AGREEMENT (the “Agreement”) is made as of April 8, 2008, by and between Origen Securitization Company, LLC, a Delaware limited liability company (“Pledgor”), and William M. Davidson Trust u/a/d 12/13/04 (“Pledgee”).

Origen Financial Inc – AMENDED AND RESTATED SENIOR SECURED LOAN AGREEMENT (April 11th, 2008)

THIS AMENDED AND RESTATED SENIOR SECURED LOAN AGREEMENT (“Loan Agreement”) dated as of April 8, 2008, sets forth the terms of a financing transaction by and between Origen Financial L.L.C., a Delaware limited liability company (“Borrower”), and the William M. Davidson Trust u/a/d December 13, 2004 (“Lender”), and certain agreements between the parties related thereto, all as set forth herein.

Origen Financial Inc – MEMBERSHIP PLEDGE AGREEMENT (April 11th, 2008)

THIS MEMBERSHIP PLEDGE AGREEMENT (the “Agreement”) is made as of April 8, 2008, by and between Origen Financial, Inc., a Delaware corporation (“Pledgor”), and William M. Davidson Trust u/a/d 12/13/04 (“Pledgee”).

Origen Financial Inc – ORIGEN FINANCIAL, INC. STOCK PURCHASE WARRANT (April 11th, 2008)

THIS IS TO CERTIFY that the William M. Davidson Trust u/a/d 12/13/04 and its transferees, successors and assigns (the “Holder”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, is entitled to purchase from Origen Financial, Inc., a Delaware corporation (the “Company”), at the price of $1.22 per share, the closing consolidated bid price of the Company’s common stock, $0.01 par value per share (“Common Stock”) at 4:00 pm (EST) on the trading date immediately prior to the date hereof (the “Exercise Price”), at any time after the date hereof (the “Commencement Date”) and expiring on April 8, 2013 (the “Expiration Date”), Two Million Six Hundred Thousand (2,600,000) shares of Common Stock (as such number may be adjusted as provided herein, the “Warrant Shares”).

Origen Financial Inc – AMENDED AND RESTATED GUARANTY (April 11th, 2008)

THIS AMENDED AND RESTATED GUARANTY (“Guaranty”) is made on April 8, 2008, by Origen Servicing, Inc., a Delaware corporation, Origen Securitization Company, LLC, a Delaware limited liability company, and Origen Financial, Inc., a Delaware corporation (“Guarantors”), in favor of William M. Davidson Trust u/a/d 12/13/04 (“Lender”), to induce Lender to make loans to Origen Financial L.L.C., a Delaware limited liability company (“Borrower”), pursuant to (i) that certain Senior Secured Loan Agreement, of even date herewith between Borrower and Lender, pursuant to which Lender has loaned $46,000,000 to Borrower, and (ii) that certain Amended and Restated Senior Secured Loan Agreement of even date herewith between Borrower and Lender, pursuant to which Lender has loaned an aggregate of $15,000,000 to Borrower (collectively, the “Loan Agreements”), and because Guarantors have determined that executing and delivering this Guaranty is in Guarantors’ interest and to Guarantors’ financial benefit.

Origen Financial Inc – AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE (April 11th, 2008)

THIS NOTE IS ISSUED IN RESTATEMENT, AND NOT IN NOVATION, OF THAT CERTAIN SENIOR SECURED PROMISSORY NOTE DATED SEPTEMBER 11, 2007, MADE BY BORROWER (AS DEFINED BELOW) IN FAVOR OF LENDER (AS DEFINED BELOW), IN THE ORIGINAL PRINCIPAL AMOUNT OF $10,000,000 (THE “ORIGINAL NOTE”), IT BEING ACKNOWLEDGED AND AGREED THAT THE INDEBTEDNESS EVIDENCED BY THE ORIGINAL NOTE CONSTITUTES THE SAME INDEBTEDNESS EVIDENCED BY THIS NOTE. THIS NOTE SHALL BE ENTITLED TO ALL SECURITY AND COLLATERAL TO WHICH THE ORIGINAL NOTE WAS ENTITLED WITHOUT CHANGE OR DIMINUTION IN THE PRIORITY OF ANY LIEN OR SECURITY INTEREST GRANTED TO SECURE THE ORIGINAL NOTE.

Origen Financial Inc – SENIOR SECURED LOAN AGREEMENT (April 11th, 2008)

THIS SENIOR SECURED LOAN AGREEMENT (“Loan Agreement”) dated as of April 8, 2008, sets forth the terms of a financing transaction by and between Origen Financial L.L.C., a Delaware limited liability company (“Borrower”), and the William M. Davidson Trust u/a/d December 13, 2004 (“Lender”), and certain agreements between the parties related thereto, all as set forth herein.

Origen Financial Inc – REGISTRATION RIGHTS AGREEMENT (April 11th, 2008)

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of April 8, 2008, by and between Origen Financial, Inc., a Delaware corporation (the “Company”), and the William M. Davidson Trust u/a/d 12/13/04, (the “Holder”).

Origen Financial Inc – SENIOR SECURED PROMISSORY NOTE (April 11th, 2008)

FOR VALUE RECEIVED, on or before April 8, 2011, subject to an Extension (as defined below) (the “Maturity Date”), Origen Financial L.L.C., a Delaware limited liability company (“Borrower”), promises to pay to the order of the William M. Davidson Trust u/a/d 12/13/04 (“Lender”) at 2300 Harmon Road, Auburn Hills, Michigan 48326, the principal amount of FORTY SIX MILLION AND NO/100 DOLLARS ($46,000,000) (“Total Principal Amount”), or such amount less than the Total Principal Amount which is outstanding from time to time if the total amount outstanding under this Senior Secured Promissory Note (“Note”) is less than the Total Principal Amount, together with accrued but unpaid interest thereon as provided below. The Maturity Date may be extended by Borrower for one, one-year period (the “Extension”) upon prior written notice to Lender and payment by Borrower to Lender of a fee in an amount equal to 2.0% of the outstanding unpaid principal balance owing under this Note as of the date of the E

Origen Financial Inc – STOCK AND MEMBERSHIP PLEDGE AGREEMENT (April 11th, 2008)

THIS STOCK AND MEMBERSHIP PLEDGE AGREEMENT (the “Agreement”) is made as of April 8, 2008, by and between Origen Financial L.L.C., a Delaware limited liability company (“Pledgor”), and William M. Davidson Trust u/a/d 12/13/04 (“Pledgee”).

Origen Financial Inc – AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE (April 11th, 2008)

THIS NOTE IS ISSUED IN RESTATEMENT, AND NOT IN NOVATION, OF THAT CERTAIN SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DATED SEPTEMBER 11, 2007, MADE BY BORROWER (AS DEFINED BELOW) IN FAVOR OF LENDER (AS DEFINED BELOW), IN THE ORIGINAL PRINCIPAL AMOUNT OF $5,000,000 (THE “ORIGINAL NOTE”), IT BEING ACKNOWLEDGED AND AGREED THAT THE INDEBTEDNESS EVIDENCED BY THE ORIGINAL NOTE CONSTITUTES THE SAME INDEBTEDNESS EVIDENCED BY THIS NOTE. THIS NOTE SHALL BE ENTITLED TO ALL SECURITY AND COLLATERAL TO WHICH THE ORIGINAL NOTE WAS ENTITLED WITHOUT CHANGE OR DIMINUTION IN THE PRIORITY OF ANY LIEN OR SECURITY INTEREST GRANTED TO SECURE THE ORIGINAL NOTE.

Origen Financial Inc – SECURITY AGREEMENT (September 17th, 2007)

THIS SECURITY AGREEMENT (“Agreement”) is made as of September 11, 2007, by Origen Financial L.L.C., a Delaware limited liability company (“Debtor”), whose principal place of business is located at 27777 Franklin Rd., Suite 1700, Southfield, Michigan 48034, Origen Servicing, Inc., a Delaware corporation (“Servicer”, and together with Debtor, each a “Pledgor” and together the “Pledgors”), whose principal place of business is located at 27777 Franklin Rd., Suite 1700, Southfield, Michigan 48034, and the William M. Davidson Trust u/a/d 12/13/04 (“Secured Party”), whose address is 2300 Harmon Road, Auburn Hills, Michigan 48326, Attention: Jonathan S. Aaron. Pledgors hereby agree with Secured Party as follows:

Origen Financial Inc – Contract (September 17th, 2007)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAW OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAW. THIS NOTE MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED HEREIN.

Origen Financial Inc – ORIGEN FINANCIAL, INC. STOCK PURCHASE WARRANT (September 17th, 2007)

THIS IS TO CERTIFY that the William M. Davidson Trust u/a/d 12/13/04 and its transferees, successors and assigns (the “Holder”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, is entitled to purchase from Origen Financial, Inc., a Delaware corporation (the “Company”), at the price of $6.16 per share, the closing consolidated bid price of the Company’s common stock, $0.01 par value per share (“Common Stock”) at 4:00 pm (EST) on the date hereof (the “Exercise Price”), at any time after the date hereof (the “Commencement Date”) and expiring on September 11, 2012 (the “Expiration Date”), Five Hundred Thousand (500,000) shares of Common Stock (as such number may be adjusted as provided herein, the “Warrant Shares”).

Origen Financial Inc – SENIOR SECURED LOAN AGREEMENT (September 17th, 2007)

THIS SENIOR SECURED LOAN AGREEMENT (“Loan Agreement”) dated as of September 11, 2007, sets forth the terms of a financing transaction by and between Origen Financial L.L.C., a Delaware limited liability company (“Borrower”), and the William M. Davidson Trust u/a/d December 13, 2004 (“Lender”), and certain agreements between the parties related thereto, all as set forth herein.

Origen Financial Inc – GUARANTY (September 17th, 2007)

THIS GUARANTY (“Guaranty”) is made on September 11, 2007, by Origen Servicing, Inc., a Delaware corporation, and Origen Financial, Inc., a Delaware corporation (“Guarantors”), in favor of William M. Davidson Trust u/a/d 12/13/04 (“Lender”), to induce Lender to make loans to Origen Financial L.L.C., a Delaware limited liability company (“Borrower”), pursuant to that certain Senior Secured Loan Agreement, of even date herewith, between Borrower and Lender (the “Loan Agreement”), and because Guarantors have determined that executing and delivering this Guaranty is in Guarantors’ interest and to Guarantors’ financial benefit.

Origen Financial Inc – Contract (September 17th, 2007)

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAW OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAW. SUCH SECURITIES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED HEREIN.