9,100,000] Shares CRYSTAL RIVER CAPITAL, INC. Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York
Crystal River Capital, Inc., a Maryland corporation (the “Company”), and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [9,100,000] shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), of which [8,071,900] shares will be sold by the Company and [1,028,100] shares will be sold by the Selling Stockholders. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Stockholders are set forth opposite their names in Schedule II hereto. The Company and the Selling Stockholders are sometimes referred to herein collectively as the “Sellers.” The Company also proposes to sell at the Underwriters’
JUNIOR SUBORDINATED INDENTURE between CRYSTAL RIVER CAPITAL, INC. and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Dated as of March 20, 2007Crystal River Capital, Inc. • May 15th, 2007 • Real estate investment trusts • New York
Junior Subordinated Indenture, dated as of March 20, 2007, between Crystal River Capital, Inc., a Maryland corporation (the “Company”), and The Bank of New York Trust Company, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).
AGREEMENT AND PLAN OF MERGER Dated as of February 23, 2010 among BROOKFIELD ASSET MANAGEMENT INC., B ACQUISITION SUB INC. and CRYSTAL RIVER CAPITAL, INC.Agreement and Plan of Merger • February 24th, 2010 • Crystal River Capital, Inc. • Real estate investment trusts • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 23, 2010, among BROOKFIELD ASSET MANAGEMENT INC., an Ontario corporation (“Parent”), B ACQUISITION SUB INC., a newly-formed Maryland corporation (“Sub”) and an indirect, wholly-owned Subsidiary (as defined in Section 2.1(d)) of Parent, and CRYSTAL RIVER CAPITAL, INC., a Maryland corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is dated as of March 15, 2005, by and among Crystal River Capital, Inc., a Maryland corporation (the “Company”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and Wachovia Capital Markets, LLC (“Wachovia” and, together with Deutsche Bank the “Initial Purchasers”) and Hyperion Crystal River Capital Advisors, LLC, a Delaware limited liability company (“Hyperion Crystal River”) for the benefit of the Initial Purchasers and the Holders (as defined below) .
AMENDED AND RESTATED TRUST AGREEMENT among CRYSTAL RIVER CAPITAL, INC., AS DEPOSITOR THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION AS PROPERTY TRUSTEE THE BANK OF NEW YORK (DELAWARE), AS DELAWARE TRUSTEE AND THE ADMINISTRATIVE TRUSTEES...Trust Agreement • May 15th, 2007 • Crystal River Capital, Inc. • Real estate investment trusts • Delaware
This Amended And Restated Trust Agreement, dated as of March 20, 2007, among (i) Crystal River Capital, Inc., a Maryland corporation (including any successors or permitted assigns, the “Depositor”), (ii) The Bank of New York Trust Company, National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Clifford E. Lai, an individual, and Jonathan C. Tyras, an individual, each of whose address is c/o Crystal River Capital, Inc., Three World Financial Center, 200 Vesey Street, 10th Floor, New York, New York 10281, 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.
SECOND AMENDMENT AND WAIVERSecond Amendment and Waiver • August 21st, 2007 • Crystal River Capital, Inc. • Real estate investment trusts • New York
SECOND AMENDMENT AND WAIVER (this “Amendment”), dated as of August 15, 2007, by and among CRYSTAL RIVER CAPITAL, INC., a corporation organized under the laws of the State of Maryland (“Borrower”), BANK HAPOALIM B.M. (“BHBM”) and SIGNATURE BANK (“Signature”; each of BHBM and Signature, a “Lender” and, collectively, the “Lenders”), and Signature as administrative agent for Lenders (in such capacity, the “Agent”). Terms which are capitalized in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).
AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • August 21st, 2007 • Crystal River Capital, Inc. • Real estate investment trusts • New York
AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT, dated as of August 15, 2007 (this “Amendment”), by and among WACHOVIA BANK, NATIONAL ASSOCIATION. (the “Buyer”) and CRYSTAL RIVER CAPITAL, INC. and CRYSTAL RIVER CAPITAL TRS HOLDINGS, INC. (each a “Seller” and collectively, the “Sellers”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Agreement (as defined below).
THIRD AMENDMENTThird Amendment • November 8th, 2007 • Crystal River Capital, Inc. • Real estate investment trusts • New York
THIRD AMENDMENT (this “Amendment”), dated as of November 2, 2007, by and among CRYSTAL RIVER CAPITAL, INC., a corporation organized under the laws of the State of Maryland (“Borrower”), and SIGNATURE BANK (“Signature”) as a lender (in such capacity, “Lender”) and as administrative agent (in such capacity, “Agent”). Terms which are capitalized in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).
Master Repurchase AgreementMaster Repurchase Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York
CRYSTAL RIVER CAPITAL, INC. 2005 LONG-TERM INCENTIVE PLANRestricted Share Unit Award Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York
You are hereby awarded Restricted Share Units (the “RSUs”) subject to the terms and conditions set forth in this Restricted Share Unit Award Agreement (“Award Agreement”), and in the Crystal River Capital, Inc. 2005 Long-Term Incentive Plan (the “Plan”), which is attached as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award Agreement, including your tax alternatives and their consequences.
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • March 3rd, 2009 • Crystal River Capital, Inc. • Real estate investment trusts • New York
This SUB-ADVISORY AGREEMENT is made as of March 3, 2009 (this “Agreement”) by and among Crystal River Capital, Inc., a Maryland corporation (the “Company”), Hyperion Brookfield Crystal River Capital Advisors, LLC, a Delaware limited liability company (the “Manager”), and Hyperion Brookfield Asset Management, Inc., a Delaware corporation (the “Sub-Advisor”).
PARTIAL ASSIGNMENT AGREEMENTPartial Assignment Agreement • May 15th, 2007 • Crystal River Capital, Inc. • Real estate investment trusts
This PARTIAL ASSIGNMENT AGREEMENT, dated as of March 19, 2007, is made by and between CRZ PHOENIX I LLC, a Delaware limited liability company (“Assignor”), and CRZ HOUSTON I LP, a Delaware limited partnership (“Assignee”).
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 13th, 2008 • Crystal River Capital, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Amendment") is made as of the 7th day of March, 2008, between Crystal River Capital, Inc., a Maryland corporation ("Borrower"), and Brookfield US Corporation, f/k/a Brascan (US) Corporation ("Lender").
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT between BRASCAN (US) CORPORATION as Lender and CRYSTAL RIVER CAPITAL, INC., as Borrower dated as of November 8, 2007Revolving Credit Agreement • November 14th, 2007 • Crystal River Capital, Inc. • Real estate investment trusts • New York
Amended and Restated Revolving Credit Agreement dated as of November 8, 2007, by and among CRYSTAL RIVER CAPITAL, INC., a corporation organized under the laws of the State of Maryland (“Borrower”), and BRASCAN (US) CORPORATION (“Brascan”), as Lender.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED MANAGEMENT AGREEMENT is made as of July 11, 2006 (this “Agreement”) by and between Crystal River Capital, Inc., a Maryland corporation (the “Company”) and Hyperion Brookfield Crystal River Capital Advisors, LLC, a Delaware limited liability company (the “Manager”).
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York
This SUB-ADVISORY AGREEMENT is made as of July 10, 2006 (this “Agreement”) by and among Crystal River Capital, Inc., a Maryland corporation (the “Company”), Hyperion Brookfield Crystal River Capital Advisors, LLC, a Delaware limited liability company (the “Manager”), and Brookfield Crystal River Capital L.P., a Manitoba limited partnership (the “Sub-Advisor”).
REVOLVING CREDIT AGREEMENT betweenRevolving Credit Agreement • August 14th, 2007 • Crystal River Capital, Inc. • Real estate investment trusts • New York
Revolving Credit Agreement dated as of August 9th, 2007, by and among CRYSTAL RIVER CAPITAL, INC., a corporation organized under the laws of the State of Maryland (“Borrower”) and BRASCAN (US) CORPORATION (“Brascan”), as Lender.
FIRST AMENDMENTFirst Amendment • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT (this “Amendment”), dated as of April 10, 2006, by and among CRYSTAL RIVER CAPITAL, INC., a corporation organized under the laws of the State of Maryland (“Borrower”), BANK HAPOALIM B.M. (“New Lender”) and SIGNATURE BANK (“Signature”), as a lender (in such capacity, a “Lender” and, together with the New Lender, the “Lenders”) and as administrative agent for Lenders (in such capacity, the “Agent”). Terms which are capitalized in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).
FORM STOCK OPTION GRANT AGREEMENT CRYSTAL RIVER CAPITAL, INC. 2005 LONG TERM INCENTIVE PLAN Stock Option Award Agreement Award No.Stock Option Award Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Common Stock of Crystal River Capital, Inc. (“the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (this “Award Agreement”) and in the Crystal River Capital, Inc. 2005 Long Term Incentive (the “Plan”), which is attached hereto as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.
EXCHANGE AGREEMENT among CRYSTAL RIVER CAPITAL, INC., TABERNA PREFERRED FUNDING VIII, LTD., and TABERNA PREFERRED FUNDING IX, LTD. Dated as of January 29, 2010Exchange Agreement • March 26th, 2010 • Crystal River Capital, Inc. • Real estate investment trusts • New York
THIS EXCHANGE AGREEMENT, dated as of January 29, 2010 (this “Agreement”), is entered into by and among CRYSTAL RIVER CAPITAL, INC., a Maryland corporation (the “Company”), TABERNA PREFERRED FUNDING VIII, LTD. (“Taberna VIII”) and TABERNA PREFERRED FUNDING IX, LTD. (“Taberna IX”, and together with Taberna VIII, collectively, “Taberna”).
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York
This SUB-ADVISORY AGREEMENT is made as of March 15, 2005 (this “Agreement”) by and among Crystal River Capital, Inc., a Maryland corporation (the “Company”), Hyperion Crystal River Capital Advisors, LLC, a Delaware limited liability company (the “Manager”), and Ranieri & Co., Inc., a Delaware corporation (the “Sub-Advisor”).
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 11th, 2008 • Crystal River Capital, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of the 7th day of August, 2008, between Crystal River Capital, Inc., a Maryland corporation (“Borrower”), and Brookfield US Corporation, f/k/a Brascan (US) Corporation (“Lender”).
FORM RESTRICTED STOCK AWARD AGREEMENT CRYSTAL RIVER CAPITAL, INC. 2005 LONG TERM INCENTIVE PLAN Restricted Stock Award Agreement Award No.Restricted Stock Award Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York
You are hereby awarded Restricted Stock subject to the terms and conditions set forth in this Restricted Stock Award Agreement (this “Award Agreement”), and in the Crystal River Capital, Inc. 2005 Long Term Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.
AGREEMENT OF PURCHASE AND SALE by and between BREOF BNK FANNIN LP and BREOF BNK PHOENIX LLC, collectively as Seller, and CRZ PHOENIX I LLC, a Delaware limited liability company, as BuyerLetter Agreement • May 15th, 2007 • Crystal River Capital, Inc. • Real estate investment trusts • New York
THIS AGREEMENT OF PURCHASE AND SALE is made and entered into as of February 16, 2007, by and between BREOF BNK FANNIN LP, a Delaware limited partnership (“BREOF Fannin”) and BREOF BNK PHOENIX LLC, a Delaware limited liability company (“BREOF Phoenix”) (BREOF Fannin and BREOF Phoenix are collectively referred to herein as “Seller”), and CRZ PHOENIX I LLC, a Delaware limited liability company (“Buyer”).
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 3rd, 2009 • Crystal River Capital, Inc. • Real estate investment trusts • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of the 26th day of February, 2009, between Crystal River Capital, Inc., a Maryland corporation (“Borrower”), and Brookfield US Corporation, f/k/a Brascan (US) Corporation (“Lender”).
REVOLVING CREDIT AGREEMENT among the FINANCIAL INSTITUTIONS party hereto, as Lenders, SIGNATURE BANK, as Administrative Agent for the benefit of the Lenders, and CRYSTAL RIVER CAPITAL, INC., as Borrower dated as of March 1, 2006Revolving Credit Agreement • July 13th, 2006 • Crystal River Capital, Inc. • Real estate investment trusts • New York
Revolving Credit Agreement dated as of March 1, 2006, by and among CRYSTAL RIVER CAPITAL, INC., a corporation organized under the laws of the State of Maryland (“Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and SIGNATURE BANK (“Signature”), as a Lender and as administrative agent for Lenders (Signature, in such capacity, the “Agent”).
Crystal River Capital, Inc.Crystal River Capital, Inc. • June 28th, 2007 • Real estate investment trusts
This election ("Election") is made this ___ day of ________, 20___, by and between Crystal River Capital, Inc., a Maryland corporation, and ______________ ("I", "me" or "Director"). Any term herein which begins in initial capital letters shall (unless defined herein) have the meaning defined in the Crystal River Capital, Inc. 2005 Long-Term Incentive Plan ("Plan").
FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 24th, 2010 • Crystal River Capital, Inc. • Real estate investment trusts • New York
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of the 23rd day of February, 2010, between Crystal River Capital, Inc., a Maryland corporation (“Borrower”), and Brookfield US Corporation, f/k/a Brascan (US) Corporation (“Lender”).
AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • November 20th, 2007 • Crystal River Capital, Inc. • Real estate investment trusts • New York
AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT, dated as of November 14, 2007 (this “Amendment”), by and among WACHOVIA BANK, NATIONAL ASSOCIATION. (the “Buyer”) and CRYSTAL RIVER CAPITAL, INC. and CRYSTAL RIVER CAPITAL TRS HOLDINGS, INC. (each a “Seller” and collectively, the “Sellers”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Agreement (as defined below).
