Exhibit 1.1 4,500,000 Shares of Common Stock (No Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2002 • Irwin Financial Corporation • State commercial banks • Missouri
RECITALSShareholders Agreement • March 19th, 2003 • Irwin Financial Corporation • State commercial banks • Indiana
EXHIBIT 4.1 ----------- RIGHTS AGREEMENTRights Agreement • March 2nd, 2001 • Irwin Financial Corporation • State commercial banks • Indiana
THE MEMBERSHIP INTERESTS OF IRWIN VENTURES CO-INVESTMENT FUND LLC HAVE NOT BEEN REGISTERED UNDER ANY FEDERAL OR STATE SECURITIES LAWS AND CANNOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED UNLESS THEY ARE REGISTERED THEREUNDER...Limited Liability Company Agreement • February 14th, 2002 • Irwin Financial Corporation • State commercial banks • Delaware
AMENDED AND RESTATED STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • December 2nd, 2008 • Irwin Financial Corp • State commercial banks • New York
THIS AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT (the “Agreement”), made and entered into as of this ___day of November, 2008, by and between Irwin Financial Corporation, an Indiana corporation (the “Company”), and [name] (the “Purchaser”).
March 5, 2009 Cummins Inc. One American Square, Suite 1800 Indianapolis, Indiana 46282 Attention: Marya M. Rose, Vice President, General Counsel and Corporate SecretaryIrwin Financial Corp • March 31st, 2009 • State commercial banks
This letter memorializes the agreement to modify the Standby Purchase Agreement between Cummins Inc. (“Cummins”) and Irwin Financial Corporation (“IFC”) dated as of October 13, 2008 (the “Agreement”) in order to extend its outside expiration date to April 30, 2009.
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF IRWIN VENTURES LLCLimited Liability Company Agreement • March 6th, 2006 • Irwin Financial Corp • State commercial banks • Delaware
This First Amendment (the “Amendment”) is made this 18th day of November, 2005, with the intent that it have effect from and after January 1, 2005, to the Limited Liability Company Agreement, dated as of January 1, 2001 (the “Agreement”), of Irwin Ventures LLC (the “Company”), by and among Irwin Financial Corporation, an Indiana corporation, as the Class A Member and Class C Member of the Company (“IFC”), Irwin Ventures Co-Investment Fund LLC, a Delaware limited liability company, as a Class a Member of the Company (the “Executive Co-Investment Fund”), and David Meyercord, Thomas Washburn and William Miller as Class C Members of the Company. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
IFC Letterhead] December 22, 2004Irwin Financial Corp • March 9th, 2005 • State commercial banks • Indiana
This letter sets forth the agreement (“Agreement”) between Irwin Financial Corporation (“Irwin Financial”) and you (the “Shareholder”) with respect to certain federal and state income tax issues related to certain of the Shareholder’s rights under that certain Shareholder Agreement dated July 31, 1999, as amended (the “Shareholder Agreement”), by and among Irwin Home Equity Corporation (“IHE”), Irwin Financial and the Shareholder. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Shareholder Agreement.
SUPERVISORY AGREEMENTSupervisory Agreement • October 14th, 2008 • Irwin Financial Corp • State commercial banks
This Supervisory Agreement (Agreement) is made and is effective this 10th day of October, 2008 (the Effective Date), by and between Irwin Union Bank, F.S.B., Columbus, IN (Irwin Union or the Association) OTS Docket No. 16835, a federal stock savings bank, and the Office of Thrift Supervision (OTS), a bureau of the United States Department of the Treasury, acting through its Central Regional Director or his designee (Regional Director).
IRWIN FINANCIAL CORPORATION 2001 STOCK PLAN STOCK OPTION AGREEMENT (CANADA)Stock Plan Stock Option Agreement • November 9th, 2005 • Irwin Financial Corp • State commercial banks
IRWIN FINANCIAL CORPORATION RESTRICTED STOCK UNIT AGREEMENT (WITH PERFORMANCE CRITERIA)2001 Stock Plan • February 11th, 2008 • Irwin Financial Corp • State commercial banks
AMENDMENT NO. 1 TO DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • April 29th, 2005 • Irwin Financial Corp • State commercial banks • Indiana
THIS AMENDMENT NO. 1 TO DEFERRED COMPENSATION AGREEMENT (this “Amendment No. 1”) is entered into as of the 7th day of April, 2005 by and among IRWIN HOME EQUITY CORPORATION (the “Corporation”), IRWIN FINANCIAL CORPORATION (“Irwin Financial”) and ELENA DELGADO (“Delgado”) for the purpose of amending that certain Deferred Compensation Agreement among the parties hereto as of December 22, 2004 (the “Agreement”). Capitalized terms not otherwise defined herein have the same meanings as specified in the Agreement or that certain Shareholder Agreement among the parties dated as of October 8, 1996, as amended and restated as of December 22, 2004 (the “Shareholder Agreement”).
IRWIN COMMERCIAL FINANCE CORPORATION FIRST AMENDED AND RESTATED SHAREHOLDER AGREEMENTShareholder Agreement • August 1st, 2007 • Irwin Financial Corp • State commercial banks • Indiana
THIS FIRST AMENDED AND RESTATED SHAREHOLDER AGREEMENT (this “Agreement”) is entered into on the 15th day of May, 2007 by and among IRWIN COMMERCIAL FINANCE CORPORATION, an Indiana business corporation (“ICF”), IRWIN UNION BANK AND TRUST COMPANY, an Indiana commercial bank (“IUBT”), and JOE LALEGGIA, (“LaLeggia”), ROBERT MURPHY (“Murphy”), ROBERT MORMINA (“Mormina”), LUIGI SPIZZIRRI (“Spizzirri”), MARK CANNON (“Cannon”) and JOHN RINALDI (“Rinaldi,” and together with LaLeggia, Murphy, Mormina, Spizzirri and Cannon, the “Option Holders”; ICF, IUBT, LaLeggia, Murphy, Mormina, Spizzirri, Cannon and Rinaldi are sometimes referred to herein as the “Parties”). This Agreement supersedes, amends and restates the Irwin Commercial Finance Corporation Shareholder Agreement dated December 23, 2005, in its entirety as follows:
ASSET PURCHASE AGREEMENT DATED AS OF THE 21ST DAY OF JULY, 2008 BY AND AMONG EQ ACQUISITIONS 2003, INC., EQUILEASE FINANCIAL SERVICES, INC., IRWIN COMMERCIAL FINANCE CORPORATION, EQUIPMENT FINANCE AND IRWIN UNION BANK AND TRUST COMPANYAsset Purchase Agreement • November 10th, 2008 • Irwin Financial Corp • State commercial banks • Indiana
THIS ASSET PURCHASE AGREEMENT (“Agreement”), dated as of July 21, 2008 is made and entered into by and among EQ Acquisitions 2003, Inc., a Delaware corporation (“Purchaser”), Equilease Financial Services, Inc., a Delaware corporation (“Purchaser Guarantor”), Irwin Commercial Finance Corporation, Equipment Finance (“Seller”) and Irwin Union Bank and Trust Company (“Guarantor”).
AMENDMENT AND RESTATEMENT OF SHAREHOLDER AGREEMENTShareholder Agreement • March 9th, 2005 • Irwin Financial Corp • State commercial banks • Indiana
THIS AMENDMENT AND RESTATEMENT OF SHAREHOLDER AGREEMENT (this “Amendment and Restatement”) is entered into as of the 22nd day of December, 2004 by and among IRWIN HOME EQUITY CORPORATION (the “Corporation”), IRWIN FINANCIAL CORPORATION (“Irwin Financial”) and ELENA DELGADO (“Delgado”) for the purpose of amending and restating that certain Shareholder Agreement among the parties hereto dated as of October 8, 1996, as amended (the “Shareholder Agreement”).
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT DATED AS OF JULY 31, 2008 AMONG ROOSEVELT MANAGEMENT COMPANY LLC, NAVIGATOR MORTGAGE LOAN TRUST 2008, WELLS FARGO BANK, N.A. AND IRWIN UNION BANK AND TRUST COMPANYAsset Purchase Agreement • November 10th, 2008 • Irwin Financial Corp • State commercial banks • New York
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (“Agreement”), dated as of July 31, 2008 is made and entered into among Roosevelt Management Company LLC, a Delaware limited liability company (“Roosevelt”), in its entity capacity and as series administrator (in such capacity, the “Series Administrator”) and as purchaser of the Trust Notes (as defined herein) (in such capacity, the “Note Purchaser”), Navigator Mortgage Loan Trust 2008, a Delaware statutory trust (the “Trust”), as asset purchaser (in such capacity, the “Asset Purchaser”), Wells Fargo Bank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”) and as custodian (in such capacity, the “Custodian”), and Irwin Union Bank and Trust Company, an Indiana state chartered bank (“Seller”).
IRWIN FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT (WITH PERFORMANCE CRITERIA)Restricted Stock Agreement • May 16th, 2007 • Irwin Financial Corp • State commercial banks
SHAREHOLDER AGREEMENT TERMINATION AGREEMENTShareholder Agreement Termination Agreement • March 6th, 2006 • Irwin Financial Corp • State commercial banks • Indiana
This Shareholder Agreement Termination Agreement (this “Termination Agreement”) is made as of December 23, 2005 by and between IRWIN COMMERCIAL FINANCE CANADA CORPORATION (the “Company”) and IRWIN INTERNATIONAL CORPORATION (“IIC”, and together with the Company, the “Parties” and each a “Party”).
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • December 2nd, 2008 • Irwin Financial Corp • State commercial banks • New York
THIS STANDBY PURCHASE AGREEMENT (the “Agreement”), is made and entered into as of this 6th day of October, 2008, by and between Irwin Financial Corporation, an Indiana corporation (the “Company”), and [name] (the “Purchaser”).
IRWIN FINANCIAL CORPORATION 2001 STOCK PLAN STOCK OPTION AGREEMENT2001 Stock Plan Stock Option Agreement • November 9th, 2005 • Irwin Financial Corp • State commercial banks
September 18, 2006Irwin Financial Corp • October 2nd, 2006 • State commercial banks
Reference is hereby made to that certain Asset Purchase Agreement (the "Purchase Agreement") dated as of August 7, 2006 by and between Irwin Financial Corporation ("Shareholder"), Irwin Mortgage Corporation ("Seller") and Freedom Mortgage Corporation ("Buyer"). Capitalized terms used herein that are not defined have the meanings given to them in the Purchase Agreement. In accordance with our discussions, this letter memorializes our agreement regarding the additional offices that the Buyer has agreed to acquire from the Seller effective as of the Closing, the amended and restated Schedules and Excluded Asset exhibit that shall be deemed to be delivered as of the date of the Purchase Agreement and certain amendments to the Purchase Agreement and the License Agreement among the parties. The Shareholder, Seller and Buyer hereby agree as follows: 1. As contemplated by Section 6.3(f) of the Purchase Agreement and as reflected in the Revised Schedules (as defined below), effective as o
AMENDMENT NO. 2 TO DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • November 18th, 2005 • Irwin Financial Corp • State commercial banks • Indiana
THIS AMENDMENT NO. 2 TO DEFERRED COMPENSATION AGREEMENT (this "Amendment No. 2") is entered into as of the 15th day of November, 2005 by and among IRWIN HOME EQUITY CORPORATION (the "Corporation"), IRWIN FINANCIAL CORPORATION ("Irwin Financial") and ELENA DELGADO ("Delgado") for the purpose of amending that certain Deferred Compensation Agreement among the parties hereto as of December 22, 2004, and previously amended on April 7, 2005 (the "Agreement"). Capitalized terms not otherwise defined herein have the same meanings as specified in the Agreement or that certain Shareholder Agreement among the parties dated as of October 8, 1996, as amended and restated as of December 22, 2004 (the "Shareholder Agreement").
IRWIN FINANCIAL CORPORATION 2001 STOCK PLAN RESTRICTED STOCK AGREEMENT2001 Stock Plan Restricted Stock Agreement • May 9th, 2005 • Irwin Financial Corp • State commercial banks
CONSUMER PLEDGE AGREEMENTConsumer Pledge Agreement • February 14th, 2002 • Irwin Financial Corporation • State commercial banks • Indiana
THIS CONSUMER PLEDGE AGREEMENT dated January 30, 2002, is entered into between Elena Delgado (referred to below as "I") and Irwin Financial Corporation (referred to below as "Lender"). GRANT OF SECURITY INTEREST. To secure the Indebtedness described below (including all obligations under the Note and this Agreement), I grant to Lender a security interest in all of the Property described below. I understand that the following statements set forth my responsibilities, as well as Lender's rights concerning the Property. I agree as follows: PROPERTY DESCRIPTION. The word "Property" as used in this Agreement means all of my property (however owned if more than one), in the possession of Lender (or in the possession of a third party subject to the control of Lender), whether existing now or later and whether tangible or intangible in character, including without limitation each and all of the following: ALL SHARES OF THE COMMON STOCK OF IRWIN HOME EQUITY CORPORATION ("IHE") BENEFICIALLY OWNE
DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • March 9th, 2005 • Irwin Financial Corp • State commercial banks • Indiana
THIS DEFERRED COMPENSATION AGREEMENT (the “Agreement”) is entered into as of the 22nd day of December, 2004, among IRWIN HOME EQUITY CORPORATION (the “Corporation”), IRWIN FINANCIAL CORPORATION (“Irwin Financial”) and ELENA DELGADO (“Delgado”).
ASSET PURCHASE AGREEMENT DATED AS OF THE 31ST DAY OF MARCH, 2009 BY AND AMONG GREEN TREE SERVICING LLC, IRWIN UNION BANK AND TRUST COMPANY AND IRWIN HOME EQUITY CORPORATIONAsset Purchase Agreement • May 11th, 2009 • Irwin Financial Corp • State commercial banks • New York
THIS ASSET PURCHASE AGREEMENT (“Agreement”), dated as of March 31, 2009, is made and entered into by and among Green Tree Servicing LLC, a Delaware limited liability company (“Purchaser”), Irwin Union Bank and Trust Company, an Indiana state-chartered bank (“IUBT”), and Irwin Home Equity Corporation, an Indiana corporation (“IHE” and, collectively with IUBT, “Sellers” and each, a “Seller”).
ASSET PURCHASE AGREEMENT by and among Irwin Financial Corporation, Irwin Mortgage Corporation and Freedom Mortgage Corporation Dated as of August 7, 2006Asset Purchase Agreement • October 2nd, 2006 • Irwin Financial Corp • State commercial banks • Delaware
IRWIN COMMERCIAL FINANCE CORPORATION SHAREHOLDER AGREEMENTFinance Corporation Shareholder Agreement • March 6th, 2006 • Irwin Financial Corp • State commercial banks • Indiana
THIS SHAREHOLDER AGREEMENT (the “Agreement”) is entered into on the 23rd day of December 2005, by and among IRWIN COMMERCIAL FINANCE CORPORATION, an Indiana business corporation (“ICF”), IRWIN UNION BANK AND TRUST COMPANY, an Indiana commercial bank (“IUBT”), and JOE LALEGGIA, (“LaLeggia”), ROBERT MURPHY (“Murphy”), ROBERT MORMINA (“Mormina”), LUIGI SPIZZIRRI (“Spizzirri”), MARK CANNON (“Cannon”) and JOHN RINALDI (“Rinaldi,” and together with LaLeggia, Murphy, Mormina, Spizzirri and Cannon, the “Option Holders”; ICF, IUBT, LaLeggia, Murphy, Mormina, Spizzirri, Cannon and Rinaldi are sometime referred to herein as the “Parties”).
Agreement, General Release and Covenant Not to SueAgreement, General • December 13th, 2007 • Irwin Financial Corp • State commercial banks • Indiana
This Agreement, General Release and Covenant Not to Sue ("Agreement") is entered into between Irwin Financial Corporation and Thomas D. Washburn ("Executive").
SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF IRWIN VENTURES CO- INVESTMENT FUND LLCLimited Liability Company Agreement • March 6th, 2006 • Irwin Financial Corp • State commercial banks • Delaware
This Second Amendment (the “Amendment”) is made this 18th day of November, 2005, with the intent that it have effect from and after January 1, 2005, to the Limited Liability Company Agreement, dated as of April 20, 2001 (the “Agreement”), of Irwin Ventures Co-Investment Fund LLC (the “Company”), by and among Irwin Financial Corporation, an Indiana corporation, as the Class A member (“IFC” or the “Class A Member”) and the other parties designated from time to time as Class B Members on Schedule A thereto (each, a “Class B Member,” and collectively, the “Class B Members”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • August 5th, 2009 • Irwin Financial Corp • State commercial banks • Ohio
At the Closing (as hereinafter defined), Seller is willing to sell, and Buyer is willing to purchase, the Assets (as hereinafter defined), and Buyer is willing to assume and discharge the Liabilities (as hereinafter defined) upon the terms and subject to the conditions set forth in this Purchase and Assumption Agreement (the “Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2002 • Irwin Financial Corporation • State commercial banks
This Agreement is made as of July 14, 2000 between Onset Capital Corporation ("Onset") and Joseph LaLeggia (the "Executive") to set out the terms and conditions upon which Onset will employ the Executive and the Executive will be employed by Onset. In consideration of the mutual promises contained in this Agreement, Onset and the Executive agree as follows: DEFINITIONS 1. In this Agreement: a) "Affiliate" means any holder of common or preferred shares of Onset ("Shareholder") and: (i) a Person that is directly or indirectly Controlled by that Shareholder; (ii) if the Shareholder is a corporation, any Person who Controls that corporate Shareholder; and (iii) if the Shareholder is a corporation, every other Person Controlled by any Person who Controls that corporate Shareholder; b) "Agreement" means this agreement, including all amendments to this agreement and all schedules to this agreement; c) "Change of Control" means, with respect to Onset, an occurrenc
Election to Terminate Deferred Compensation AgreementCompensation Agreement • November 18th, 2005 • Irwin Financial Corp • State commercial banks
Effective as of the close of business on November 15, 2005, I, Elena Delgado, hereby elect to terminate my participation in the Deferred Compensation Agreement (the "Agreement") that I entered into as of December 22, 2004 and amended as of April 7, 2005 with Irwin Home Equity Corporation and Irwin Financial Corporation. This election is intended to comply with the provisions of IRS Notice 2005-1, Q&A -20 and the Agreement.
MEMBERSHIP INTERESTS OF IRWIN VENTURES LLC HAVE NOT BEEN REGISTERED UNDER ANY FEDERAL OR STATE SECURITIES LAWS AND CANNOT BE SOLD, TRANSFERRED, ASSIGNED HYPOTHECATED OR OTHERWISE DISPOSED UNLESS THEY ARE REGISTERED THEREUNDER OR EXEMPTIONS FROM SUCH...Limited Liability Company Agreement • July 16th, 2001 • Irwin Financial Corporation • State commercial banks • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of IRWIN VENTURES LLC (the "Company") is effective as of the first (1st) day of January, 2001 (the "Effective Date"), by and among IRWIN FINANCIAL CORPORATION, an Indiana corporation, as the Class A Member and a Class C Member of the Company ("IFC"), Irwin VENTURES Co-Investment Fund LLC, a Delaware limited liability company, as a Class B Member of the Company (the "Executive Co-Investment Fund") and David Meyercord ("Meyercord"), Thomas Washburn ("Washburn") and William Miller ("Miller") as Class C Members of the Company.
STOCK PURCHASE AGREEMENT BY AND BETWEEN ONSET HOLDINGS INC. (“Seller”) AND IRWIN INTERNATIONAL CORPORATION (“Buyer”) December 23, 2005 Relating to the Purchase and Sale of the Capital Stock of Irwin Commercial Finance Canada CorporationStock Purchase Agreement • March 6th, 2006 • Irwin Financial Corp • State commercial banks • Indiana
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 23, 2005, is by and between Onset Holdings Inc. (the “Seller”), and Irwin International Corporation (the “Buyer”). The Seller and the Buyer are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.”
