ACA Capital Holdings Inc Sample Contracts

CREDIT AGREEMENT among ACA CAPITAL HOLDINGS, INC. as Borrower, The Several Lenders from Time to Time Parties Hereto, J.P. MORGAN SECURITIES INC., as Arranger and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of April 26, 2007
Credit Agreement • May 1st, 2007 • ACA Capital Holdings Inc • Surety insurance • New York

CREDIT AGREEMENT (this “Agreement”), dated as of April 26, 2007 among ACA CAPITAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMORGAN SECURITIES INC., (the “Arranger”), and JPMORGAN CHASE BANK, N.A. (“JPM”), as administrative agent.

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Contract
Employment Agreement • April 2nd, 2007 • ACA Capital Holdings Inc • Surety insurance • New York

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 30, 2004 (the “Effective Date”), between AMERICAN CAPITAL ACCESS SERVICE CORPORATION, a Delaware corporation (“Service”), ACA CAPITAL HOLDINGS, INC., a Delaware corporation (“Holdings”), ACA FINANCIAL GUARANTY CORPORATION, a Maryland corporation (“Financial,” and, together with Holdings and Service, the “Company”) and JOSEPH PIMBLEY (the “Executive”).

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ACA CAPITAL HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
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INDEMNITY AGREEMENT
Indemnity Agreement • June 12th, 2007 • ACA Capital Holdings Inc • Surety insurance • Delaware

This Indemnity Agreement, effective as of _______, _____ is made by and between ACA Capital Holdings, Inc., a Delaware corporation with executive offices located at 140 Broadway, New York, NY (the “Company”), and ___________, a director of the Company residing at _________________ (the “Indemnitee”).

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Contract
Employment Agreement • December 20th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 9, 2006 (the “Effective Date”), between ACA CAPITAL HOLDINGS, INC., a Delaware corporation (“Holdings”), ACA FINANCIAL GUARANTY CORPORATION, a Maryland corporation (“Financial,” and, together with Holdings, the “Company”) and ALAN S. ROSEMAN (the “Executive”).

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CREDIT AGREEMENT among ACA CAPITAL HOLDINGS, INC. as Borrower, The Several Lenders from Time to Time Parties Hereto, J.P. MORGAN SECURITIES INC., as Arranger and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 1, 2006
Credit Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

CREDIT AGREEMENT (this “Agreement”), dated as of May 1, 2006 among ACA CAPITAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMORGAN SECURITIES INC., (the “Arranger”), and JPMORGAN CHASE BANK, N.A. (“JPM”), as administrative agent.

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Contract
Amended and Restated Employment Agreement • October 3rd, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of , 2006, between ACA CAPITAL HOLDINGS, INC., a Delaware corporation (“Holdings”), ACA FINANCIAL GUARANTY CORPORATION, a Maryland corporation (“Financial,” and, together with Holdings the “Company”) and EDWARD U. GILPIN (the “Executive”).

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ACA CAPITAL HOLDINGS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN AMENDED AND RESTATED INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware

ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase its common stock, $.10 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s Amended and Restated 2006 Stock Incentive Plan (the “Plan”).

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AMERICAN CAPITAL ACCESS HOLDINGS LIMITED, as Issuer INDENTURE Dated as of December 4, 2002 STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Trustee FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES DUE 2032
Indenture • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

THIS INDENTURE, dated as of December 4, 2002, between American Capital Access Holdings Limited, a Bermuda corporation (the “Company”), and State Street Bank and Trust Company of Connecticut, National Association, a national banking association organized under the laws of the United States of America, as debenture trustee (the “Trustee”).

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AMENDMENT NO. 2
Stockholders Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware

This AMENDMENT NO. 2, dated as of June 16, 2006 (this “Amendment No. 2”), to the STOCKHOLDERS AGREEMENT, dated as of September 30, 2004 (as amended, the “Stockholders Agreement”), is among ACA Capital Holdings, Inc., a Delaware corporation (the “Company”) and the stockholders of the Company listed on the signature pages hereto.

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FIRST AMENDMENT
Credit Agreement • October 19th, 2007 • ACA Capital Holdings Inc • Security & commodity brokers, dealers, exchanges & services • New York

FIRST AMENDMENT, dated as of October 15, 2007 (this “Amendment”), to the CREDIT AGREEMENT, dated as of April 26, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ACA CAPITAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
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ACA CAPITAL HOLDINGS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware

ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase its common stock, $.10 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s Amended and Restated 2006 Stock Incentive Plan (the “Plan”).

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AMENDMENT NO. 1 to AMENDED AND RESTATED REGISTRATION RIGHTS AGREEEMNT
Joinder Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware

This AMENDMENT NO. 1, dated as of November 23, 2004 (this “Amendment No. 1”), to the AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of September 30, 2004 (the “Registration Rights Agreement”), is among ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto.

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of September 30, 2004, by and among ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company from time to time signatories hereto.

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AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
Joinder Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware

This AMENDMENT NO. 1, dated as of November 23, 2004 (this “Amendment No. 1”), to the STOCKHOLDERS AGREEMENT, dated as of September 30, 2004 (the “Stockholders Agreement”), is among ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto.

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ACA CAPITAL HOLDINGS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN
Restricted Stock Award Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made as of __________, 2006 (the “Grant Date”), between ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and _____________ (the ”Grantee”).

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Contract
Investment Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

THIS AGREEMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), UNDER APPLICABLE STATE SECURITIES LAWS OR UNDER THE LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS AND THE LAWS OF ANY OTHER JURISDICTION, IN EACH CASE IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN. THE ISSURER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), IN RELIANCE ON THE EXEMPTION SET FORTH IN SECTION 3(C)(7) THEREOF. ANY TRANSFER OF THIS AGREEMENT HAVING THE EFFECT OF REQUIRING (1) THIS AGREEMENT TO BE REGISTERED UNDER THE SECURITIES ACT, UNDER APPLICABLE STATE SECURITES LAWS OR UNDER THE LAWS OF ANY OTHER JURISDICTION; OR (2) THE ISSUER TO REGISTER AS AN INVESTME

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AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

WHEREAS, on September 30, 2004 ACA Service Corporation (formerly known as American Capital Access Service Corporation,), ACA Capital Holdings, Inc. and ACA Financial Guaranty Corporation (collectively, the “Company”) entered into that certain Amended and Restated Employment Agreement (the “Employment Agreement”) with William Tomljanovic (the “Executive”); and

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AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • November 15th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware

This AMENDMENT NO. 3, dated as of November 9, 2006 (this “Amendment No. 3”), to the STOCKHOLDERS AGREEMENT, dated as of September 30, 2004 (the “Stockholders Agreement”), is among ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto.

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AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware

This AMENDMENT NO. 2, dated as of June 9, 2006 (this “Amendment No. 2”), to the AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of September 30, 2004 (the “Registration Rights Agreement”), is among ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto.

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FIXED INCOME INVESTMENT MANAGEMENT AGREEMENT
Fixed Income Investment Management Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Arkansas

This Agreement (“Agreement”) is made this 26 day of March, 2002 by and between Stephens Inc., an Arkansas corporation, and ACA Financial Guaranty Corp. (the “Client”).

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ACA Capital Holdings Inc • December 20th, 2006 • Surety insurance • New York

RE: “Consent Request” as provided in Rider Section 41 C in Lease (“Lease”) dated as of December 31,1998 between MSDW 140 Broadway Property. L.L.C. as predecessor in interest to 140 BW L.L.C. (“Landlord”) and Platinum Technology International, Inc. (“Tenant).

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OFFICE BUILDING LEASE Between 140 BW LLC, Landlord And ACA FINANCIAL GUARANTY CORPORATION, Tenant Premises:
Office Building Lease • December 20th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

THIS OFFICE BUILDING LEASE (this “Lease”) is made as of this 7th day of December, 2006 by and between 140 BW LLC (“Landlord”), a Delaware limited liability company, having an office c/o Hines, 140 Broadway, 21st Floor, New York, New York 10005 and ACA FINANCIAL GUARANTY CORPORATION (“Tenant”), a Maryland corporation having an office at 140 Broadway, New York, New York 10005.

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • June 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of September 30, 2004, by and among (i) ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), (ii) BSMB/ACA LLC, a Delaware limited liability company (together with its successors and assigns, “BSMB”), and (iii) the other persons from time to time signatories hereto (the “Other Holders”). BSMB and the Other Holders are collectively referred to as the “Stockholders” and individually as a “Stockholder.” Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 10 hereof.

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