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Preview Full Doc	2003	Benefits Participation Agreement Benefits Participation Agreement (10K) Doc #191941: Click preview link for longer preview. BENEFITS PARTICIPATION AGREEMENT This Agreement, dated as of July 1, 2003, is made by and between Arbor Management, LLC, a New York limited liability company ("ARBOR MANAGEMENT") and Arbor Realty Trust, Inc., a Maryland corporation (the "REIT"). WHEREAS, the REIT is a newly organized Maryland corporation formed to invest in a diversified portfolio of multi-family and commercial real estate related bridge and mezzanine loans, preferred equity investments and other real estate related assets ("STRUCTURED FINANCE INVESTMENTS"); WHEREAS, the REIT is offering 1,400,000 of its units, each of which consists of five shares of the REIT's common stock and one warrant to purchase a share of the REIT's common stock (the "UNITS OFFERING"), and the Units Offering is to be consummated on July 1, 2003; WHEREAS, upon consummation of the Units Offering, Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), will release for employment by the REIT certain employees with experience in Structured Finance Investments ("FORMER ACM EMPLOYEES"), and the REIT intends to hire Former ACM Employees as well as other employees; WHEREAS, Arbor Management, the managing member of ACM, currently maintains employee benefit plans for the benefit of ACM employees (the "ACM PLANS"); WHEREAS, the parties have been advised that under Section 414 of the Internal Revenue Code of 1986, as amended (the "CODE"), ACM, Arbor Management and the REIT are treated as a single employer for certain purposes under the Code; WHEREAS, it is the intent of the parties that the employees of the REIT be permitted to participate in the ACM Plans, provided that such participation does not jeopardize the status of the ACM Plans as single employer plans; NOW, THEREFORE, in consideration of the terms and conditions set forth herein and for other valuable consideration, the parties, intending to be legally bound, hereby agree as follows: 1. Term. The term of this Agreement shall commence on July 1, 2003, upon consummation of the Units Offering, and shall remain in effect for as long as that certain Management and Advisory Agreement between and among Arbor Reatly Trust, Inc., Arbor Realty Limited Partnership and Arbor Commercial Mortgage, LLC, dated July 1, 2003 shall remain in force and effect. 2. Participation in Benefit Plans. Arbor Management will permit the REIT employees to participate in each applicable employee benefit plan 191941	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Benefits Participation Agreement: Arbor Realty Trust, – dated as of July 1, 2003, is made by and between Arbor Management, LLC, a New York limited liability company ("ARBOR MANAGEMENT") and Arbor Realty Trust, Inc., a Maryland corporation (the "REIT"). WHEREAS, the REIT is a newly organized Maryland corporation formed to invest in a diversified portfolio _____________ Arbor Realty Trust, – answerback, or (d) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: If to the REIT: Arbor Realty Trust, Inc. 333 Earle Ovington Boulevard, Suite 900 Uniondale, New York 11553 Attention: Frederick C. Herbst Facsimile: (516) 832-7408 If to Arbor _____________ ARBOR REALTY TRUST, – WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst -------------------------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer, Treasurer and Secretary ARBOR MANAGEMENT, LLC By: /s/ _____________ dt 117256 ;	Arbor Management, LLC
Preview Full Doc	2003	Benefits Participation Agreement Benefits Participation Agreement (10K) Doc #334357: Click preview link for longer preview. BENEFITS PARTICIPATION AGREEMENT This Agreement, dated as of July 1, 2003, is made by and between Arbor Management, LLC, a New York limited liability company ("ARBOR MANAGEMENT") and Arbor Realty Trust, Inc., a Maryland corporation (the "REIT"). WHEREAS, the REIT is a newly organized Maryland corporation formed to invest in a diversified portfolio of multi-family and commercial real estate related bridge and mezzanine loans, preferred equity investments and other real estate related assets ("STRUCTURED FINANCE . . . 334357	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Benefits Participation Agreement: Arbor Realty Trust, – dated as of July 1, 2003, is made by and between Arbor Management, LLC, a New York limited liability company ("ARBOR MANAGEMENT") and Arbor Realty Trust, Inc., a Maryland corporation (the "REIT"). WHEREAS, the REIT is a newly organized Maryland corporation formed to invest in a diversified portfolio _____________ Arbor Realty Trust, – answerback, or (d) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: If to the REIT: Arbor Realty Trust, Inc. 333 Earle Ovington Boulevard, Suite 900 Uniondale, New York 11553 Attention: Frederick C. Herbst Facsimile: (516) 832-7408 If to Arbor _____________ ARBOR REALTY TRUST, – WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst -------------------------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer, Treasurer and Secretary ARBOR MANAGEMENT, LLC By: /s/ _____________ dt 691565
Full Doc	2003	Bylaws Bylaws (70K) Doc #334345: This document is immediately available for purchase, but does not have a preview available for viewing. 334345	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Bylaws: ARBOR REALTY TRUST, – {DOCUMENT} {TYPE}EX-3.3 {SEQUENCE}8 {FILENAME}y90410exv3w3.txt {DESCRIPTION}BYLAWS {TEXT} {PAGE} EXHIBIT 3.3 ARBOR REALTY TRUST, INC. BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be _____________ dt 691548
Full Doc	2004	Certificate of Stock Certificate of Stock (8K) Doc #334326: This document is immediately available for purchase, but does not have a preview available for viewing. 334326	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Certificate of Stock: ARBOR REALTY TRUST, – SEQUENCE}4 {FILENAME}x90410a4exv4w1.txt {DESCRIPTION}FORM OF CERTIFICATE FOR COMMOM STOCK {TEXT} {PAGE} EXHIBIT 4.1 [LEGEND] NUMBER ART 038923 10 8 ARBOR REALTY TRUST, INC. [LEGEND] SHARES SHARES OF COMMON STOCK SEE REVERSE FOR IMPORTANT NOTICE INCORPORATED IN THE Par Value $.01 per share ON TRANSFER _____________ ARBOR REALTY TRUST, – STATE OF MARYLAND AND OTHER INFORMATION -------------------------------------------------------------------------------- This Certifies that is the owner of -------------------------------------------------------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF ARBOR REALTY TRUST, INC. (the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by its duly authorized Attorney _____________ Arbor Realty Trust, – Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated _____, 200[_] [LEGEND] [LEGEND] Arbor Realty Trust, Inc. SEAL STATE OF MARYLAND PRESIDENT COUNTERSIGNED AND REGISTERED: [LEGEND] AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, N.Y.) TRANSFER AGENT AND _____________ dt 691525
Full Doc	2003	Certificate of Stock Certificate of Stock (9K) Doc #334337: This document is immediately available for purchase, but does not have a preview available for viewing. 334337	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Certificate of Stock: ARBOR REALTY TRUST, – EX-4.1 {SEQUENCE}3 {FILENAME}x90410exv4w1.txt {DESCRIPTION}FORM OF CERTIFICATE FOR COMMON STOCK {TEXT} {PAGE} EXHIBIT 4.1 [LEGEND] NUMBER AR ARBOR REALTY TRUST, INC. [LEGEND] SHARES SHARES OF COMMON STOCK SEE REVERSE FOR IMPORTANT NOTICE INCORPORATED IN THE Par Value $.01 per share ON TRANSFER _____________ ARBOR REALTY TRUST, – STATE OF MARYLAND AND OTHER INFORMATION -------------------------------------------------------------------------------- This Certifies that is the owner of -------------------------------------------------------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF ARBOR REALTY TRUST, INC. (the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by its duly authorized Attorney _____________ Arbor Realty Trust, – Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated _____, 200[_] [LEGEND] [LEGEND] Arbor Realty Trust, Inc. SEAL STATE OF MARYLAND PRESIDENT COUNTERSIGNED AND REGISTERED: [LEGEND] AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, N.Y.) TRANSFER AGENT AND _____________ dt 691534
Preview Full Doc	2003	Contribution Agreement Contribution Agreement (97K) Doc #176335: Click preview link for longer preview. CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this "Agreement"), dated as of July 1, 2003, is by and among Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty Trust, Inc., a Maryland corporation ("ART") and Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP"). W I T N E S S E T H: WHEREAS, ACM owns (1) the bridge loans relating to commercial and multifamily properties listed on Schedule A-1 hereto (the "Bridge Loans"), (2) the mezzanine loans relating to commercial and multifamily properties listed on Schedule A-2 hereto (the "Mezzanine Loans"), (3) the loans relating to commercial and multifamily properties listed on Schedule A-3 hereto (the "Other Loans" and together with the Bridge Loans and the Mezzanine Loans, the "ACM Initial Assets"), (4) 100% of the membership interests of ANMB Holdings II, LLC (the "ANMB II Membership Interests") which owns the mezzanine loan relating to a multifamily property listed on Schedule A-4 hereto (the "Central Jersey Mezzanine Loan" and together with the ACM Initial Assets, the "Initial Assets"), and (5) 100% of the membership interests (the "Membership Interests") of the entities listed on Schedule B hereto (the "Preferred Equity Holders"), each of which have an equity interest, as listed on Schedule C hereto, in entities owning commercial or multifamily properties (the "Preferred Equity Interests"); WHEREAS, ACM desires to contribute all of the ACM Initial Assets, the ANMB II Membership Interests and the Membership Interests (together, the "Contributed Assets") to ARLP in exchange for 3,146,724 units of limited partnership interest in ARLP (the "Partnership Units") and 629,345 warrants, each of which entitles ACM to purchase an additional Partnership Unit (the "Warrants"); WHEREAS, ARLP desires to issue the Partnership Units and the Warrants to ACM in exchange for the Contributed Assets; and WHEREAS, ART will contribute the net proceeds of an offering of its units, each of which consists of five shares of common stock of ART (the "Common Stock") and a warrant to purchase an additional share of Common Stock (the "Units"), pursuant to the Offering Memorandum, dated June 26, 2003, to Arbor The material marked [*] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} Realty GPOP, Inc., a Delaware corporation and a wholly owned subsidiary of ART ("GPOP"), and Arbor Realty LPOP, Inc., a Delaware corporation and a wholly owned subsidiary of ART ("LPOP"); and WHEREAS, each of GPOP and LPOP will contribute the net proceeds its receives from ART to ARLP in exchange for units of limited partnership interest in ARLP, concurrently with ACM's contribution of the Contributed Assets. NOW, THEREFORE, in consideration for the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Contribution of the Contributed Assets. On the terms and subject to the conditions of this Agreement, ACM shall transfer, assign, convey and deliver to ARLP all right, title and interest in and to the Contributed Assets and ARLP shall issue the Partnership Units and the Warrants to ACM. 2. Conditions. a. The obligation of ARLP to issue the Partnership Units and the Warrants to ACM in exchange for the Contributed Assets is subject to the following conditions (which may be waived by ARLP in ARLP's sole discretion): (i) that at the time of the Closing referred to in Section 3, each of the representations and warranties of ACM made in this Agreement shall be true and correct, (ii) ACM shall have executed and delivered, and, if applicable, caused to be delivered, to ARLP an assignment, substantially in the form of Exhibit A (the "Assignment and Assumption") and such assignments and other instruments of conveyance, assignment and transfer, all in form satisfactory to ARLP, as shall be effective to vest in ARLP good title in and to the Contributed Assets, (iii) all approvals and consents to the transactions contemplated by this Agreement shall have been obtained from all necessary third parties, and (iv) to the best of ACM's knowledge, there shall be no material pending or threatened litigation regarding the Contributed Assets. b. The obligation of ACM to contribute the Contributed Assets to ARLP for the Partnership Units and the Warrants is subject to the following conditions (which may be waived by ACM in ACM's sole discretion): (i) that at the time of the Closing each of the representations and warranties of ARLP made in this Agreement shall be true and correct, and (ii) ARLP shall have executed and delivered to ACM the Assignment and Assumption. 176335	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Contribution Agreement: Arbor Realty Trust, – this "Agreement"), dated as of July 1, 2003, is by and among Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty Trust, Inc., a Maryland corporation ("ART") and Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP"). W I T N E S S _____________ Arbor Realty Trust, – the Offering Memorandum, dated June 26, 2003, to Arbor The material marked [] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} Realty GPOP, Inc., a Delaware corporation and a wholly _____________ Arbor Realty Trust, –* bound, except for (x) the termination of the Liens The material marked [] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} of [] pursuant to the Warehousing Credit Facility, the [] Repurchase _____________ Arbor Realty Trust, –* in accordance with the terms of this Agreement; and The material marked [] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} ix. Each Contributed Asset was created in accordance with, _____________ Arbor Realty Trust, –* to any right of rescission, set-off, counterclaim or The material marked [*] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} defense, including the defense of usury and no such _____________ dt 117251 ; Arbor Commercial Mortgage, LLC;	Arbor Realty Limited Partnership
Preview Full Doc	2004	Contribution Agreement Contribution Agreement (96K) Doc #191901: Click preview link for longer preview. CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this "Agreement"), dated as of July 1, 2003, is by and among Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty Trust, Inc., a Maryland corporation ("ART") and Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP"). W I T N E S S E T H: WHEREAS, ACM owns (1) the bridge loans relating to commercial and multifamily properties listed on Schedule A-1 hereto (the "Bridge Loans"), (2) the mezzanine loans relating to commercial and multifamily properties listed on Schedule A-2 hereto (the "Mezzanine Loans"), (3) the loans relating to commercial and multifamily properties listed on Schedule A-3 hereto (the "Other Loans" and together with the Bridge Loans and the Mezzanine Loans, the "ACM Initial Assets"), (4) 100% of the membership interests of ANMB Holdings II, LLC (the "ANMB II Membership Interests") which owns the mezzanine loan relating to a multifamily property listed on Schedule A-4 hereto (the "Central Jersey Mezzanine Loan" and together with the ACM Initial Assets, the "Initial Assets"), and (5) 100% of the membership interests (the "Membership Interests") of the entities listed on Schedule B hereto (the "Preferred Equity Holders"), each of which have an equity interest, as listed on Schedule C hereto, in entities owning commercial or multifamily properties (the "Preferred Equity Interests"); WHEREAS, ACM desires to contribute all of the ACM Initial Assets, the ANMB II Membership Interests and the Membership Interests (together, the "Contributed Assets") to ARLP in exchange for 3,146,724 units of limited partnership interest in ARLP (the "Partnership Units") and 629,345 warrants, each of which entitles ACM to purchase an additional Partnership Unit (the "Warrants"); WHEREAS, ARLP desires to issue the Partnership Units and the Warrants to ACM in exchange for the Contributed Assets; and WHEREAS, ART will contribute the net proceeds of an offering of its units, each of which consists of five shares of common stock of ART (the "Common Stock") and a warrant to purchase an additional share of Common Stock (the "Units"), pursuant to the Offering Memorandum, dated June 26, 2003, to Arbor {PAGE} Realty GPOP, Inc., a Delaware corporation and a wholly owned subsidiary of ART ("GPOP"), and Arbor Realty LPOP, Inc., a Delaware corporation and a wholly owned subsidiary of ART ("LPOP"); and WHEREAS, each of GPOP and LPOP will contribute the net proceeds its receives from ART to ARLP in exchange for units of limited partnership interest in ARLP, concurrently with ACM's contribution of the Contributed Assets. NOW, THEREFORE, in consideration for the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Contribution of the Contributed Assets. On the terms and subject to the conditions of this Agreement, ACM shall transfer, assign, convey and deliver to ARLP all right, title and interest in and to the Contributed Assets and ARLP shall issue the Partnership Units and the Warrants to ACM. 2. Conditions. a. The obligation of ARLP to issue the Partnership Units and the Warrants to ACM in exchange for the Contributed Assets is subject to the following conditions (which may be waived by ARLP in ARLP's sole discretion): (i) that at the time of the Closing referred to in Section 3, each of the representations and warranties of ACM made in this Agreement shall be true and correct, (ii) ACM shall have executed and delivered, and, if applicable, caused to be delivered, to ARLP an assignment, substantially in the form of Exhibit A (the "Assignment and Assumption") and such assignments and other instruments of conveyance, assignment and transfer, all in form satisfactory to ARLP, as shall be effective to vest in ARLP good title in and to the Contributed Assets, (iii) all approvals and consents to the transactions contemplated by this Agreement shall have been obtained from all necessary third parties, and (iv) to the best of ACM's knowledge, there shall be no material pending or threatened litigation regarding the Contributed Assets. b. The obligation of ACM to contribute the Contributed Assets to ARLP for the Partnership Units and the Warrants is subject to the following conditions (which may be waived by ACM in ACM's sole discretion): (i) that at the time of the Closing each of the representations and warranties of ARLP made in this Agreement shall be true and correct, and (ii) ARLP shall have executed and delivered to ACM the Assignment and Assumption. 191901	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Contribution Agreement: Arbor Realty Trust, – this "Agreement"), dated as of July 1, 2003, is by and among Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty Trust, Inc., a Maryland corporation ("ART") and Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP"). W I T N E S S _____________ ARBOR REALTY TRUST, – of the date first above written. ARBOR COMMERCIAL MORTGAGE, LLC By: /s/ Frederick C. Herbst --------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst --------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer ARBOR REALTY LIMITED PARTNERSHIP By: Arbor Realty GPOP, _____________ Arbor Realty Trust, – Delaware limited partnership ("ARLP"), pursuant to that certain Contribution Agreement dated as of July 1, 2003 (the "Contribution Agreement"), by and among ACM, Arbor Realty Trust, Inc., a Maryland corporation ("ART") and ARLP. RECITALS WHEREAS, pursuant to the Contribution Agreement, ARLP has agreed to transfer the Partnership Units _____________ Arbor Realty Trust, – the terms of that certain contribution agreement (the "Contribution Agreement"), dated as of July 1, 2003 (the "Contribution Date"), by and among ACM, Arbor Realty Trust, Inc., a Maryland corporation ("ART") and ARLP (capitalized terms used but not defined herein have the meanings assigned to them in the _____________ dt 117255 ; Arbor Commercial Mortgage, LLC;	Arbor Realty Limited Partnership
Preview Full Doc	2004	Contribution Agreement Contribution Agreement (96K) Doc #334334: Click preview link for longer preview. CONTRIBUTION AGREEMENT EXHIBIT 2.1 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this "Agreement"), dated as of July 1, 2003, is by and among Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty Trust, Inc., a Maryland corporation ("ART") and Arbor Realty Limited Partnership, a . . . 334334	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Contribution Agreement: Arbor Realty Trust, – 2.1 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this "Agreement"), dated as of July 1, 2003, is by and among Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty Trust, Inc., a Maryland corporation ("ART") and Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP"). W I T N E S S E T H: WHEREAS, ACM owns (1) _____________ ARBOR REALTY TRUST, – parties hereto have executed this Agreement as of the date first above written. ARBOR COMMERCIAL MORTGAGE, LLC By: /s/ Frederick C. Herbst --------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst --------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer ARBOR REALTY LIMITED PARTNERSHIP By: Arbor Realty GPOP, Inc., its General Partner By: /s/ Frederick _____________ Arbor Realty Trust, – ACM") and Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP"), pursuant to that certain Contribution Agreement dated as of July 1, 2003 (the "Contribution Agreement"), by and among ACM, Arbor Realty Trust, Inc., a Maryland corporation ("ART") and ARLP. RECITALS WHEREAS, pursuant to the Contribution Agreement, ARLP has agreed to transfer the Partnership Units and the Warrants to ACM in exchange _____________ Arbor Realty Trust, – S E T H WHEREAS, pursuant to the terms of that certain contribution agreement (the "Contribution Agreement"), dated as of July 1, 2003 (the "Contribution Date"), by and among ACM, Arbor Realty Trust, Inc., a Maryland corporation ("ART") and ARLP (capitalized terms used but not defined herein have the meanings assigned to them in the Contribution Agreement), ACM has agreed to contribute ( _____________ dt 1389409
Preview Full Doc	2003	Contribution Agreement Contribution Agreement (97K) Doc #334340: Click preview link for longer preview. CONTRIBUTION AGREEMENT EXHIBIT 2.1 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this "Agreement"), dated as of July 1, 2003, is by and among Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty Trust, Inc., a Maryland corporation ("ART") and Arbor Realty Limited Partnership, a . . . 334340	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Contribution Agreement: Arbor Realty Trust, – 2.1 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this "Agreement"), dated as of July 1, 2003, is by and among Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty Trust, Inc., a Maryland corporation ("ART") and Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP"). W I T N E S S E T H: WHEREAS, ACM owns (1) _____________ Arbor Realty Trust, – of Common Stock (the "Units"), pursuant to the Offering Memorandum, dated June 26, 2003, to Arbor The material marked [] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} Realty GPOP, Inc., a Delaware corporation and a wholly owned subsidiary of ART ("GPOP"), and Arbor _____________ Arbor Realty Trust, –* or any Contributed Asset subject to or bound, except for (x) the termination of the Liens The material marked [] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} of [] pursuant to the Warehousing Credit Facility, the [] Repurchase Agreement and the [] Repurchase Agreement, respectively, on _____________ Arbor Realty Trust, – for the transfer of the Contributed Assets in accordance with the terms of this Agreement; and The material marked [] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} ix. Each Contributed Asset was created in accordance with, and complies with the requirements of, the _____________ Arbor Realty Trust, –* in equity or at law, or subject to any right of rescission, set-off, counterclaim or The material marked [*] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} defense, including the defense of usury and no such right of rescission, set-off, counterclaim or _____________ dt 1389410
Preview Full Doc	2007	Credit Agreement Credit Agreement (506K) Doc #3216361: Click preview link for longer preview. $573,000,000 CREDIT AGREEMENT among ARBOR REALTY FUNDING, LLC, ARSR TAHOE, LLC, ARBOR REALTY LIMITED PARTNERSHIP, and ART 450 LLC, as Borrowers, ARBOR REALTY TRUST, INC. ARBOR REALTY LIMITED PARTNERSHIP, and ARBOR REALTY SR, INC., as Guarantors, THE LENDERS PARTY HERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of November 6, 2007 WACHOVIA CAPITAL MARKETS, LLC, as Sole Lead Arranger and Sole Bookrunner Prepared by: . . . 3216361	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Credit Agreement: ARBOR REALTY TRUST, – 10.28: CREDIT AGREEMENT Exhibit 10.28 $573,000,000 CREDIT AGREEMENT among ARBOR REALTY FUNDING, LLC, ARSR TAHOE, LLC, ARBOR REALTY LIMITED PARTNERSHIP, and ART 450 LLC, as Borrowers, ARBOR REALTY TRUST, INC. ARBOR REALTY LIMITED PARTNERSHIP, and ARBOR REALTY SR, INC., as Guarantors, THE LENDERS PARTY HERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of November 6, _____________ ARBOR REALTY TRUST, – and permitted assigns, ?Arbor Realty?), as a Borrower and a Guarantor, ART 450 LLC, a Delaware limited liability company (together with its successors and assigns, ?ART 450?), as a Borrower, ARBOR REALTY TRUST, INC., a Maryland corporation (together with its successors and permitted assigns, ?ART?), as a Guarantor, ARBOR REALTY SR, INC., a Maryland corporation (together with its successors and permitted assigns, ? _____________ Arbor Realty Trust, – Mortgaged Property. ?Working Capital Facility? shall mean that certain facility entered into and evidenced by, among other agreements, the Revolving Loan Agreement, dated as of June 11, 2007, among Wachovia, Arbor Realty Trust, Inc., Arbor Realty GPOP, Inc., Arbor Realty LPOP, Inc., Arbor Realty Limited Partnership, Arbor Realty SR, Inc., Arbor Realty Collateral Management, LLC, each other party that becomes a party _____________ ARBOR REALTY TRUST, – Vice President, Treasurer ART 450 LLC, a Delaware limited liability company By: /s/ John Natalone Name: John Natalone Title: Senior Vice President, Treasurer ARBOR REALTY FUNDING, LLC CREDIT AGREEMENT GUARANTORS: ARBOR REALTY TRUST, INC, a Maryland corporation By: /s/ John Natalone Name: John Natalone Title: Senior Vice President, Treasurer ARBOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership By: /s/ John Natalone Name: _____________ dt 1821203
Preview Full Doc	2003	Guaranty Guaranty (21K) Doc #176336: Click preview link for longer preview. GUARANTY This GUARANTY (this "Guaranty"), dated as of July 1, 2003, is by Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), ACM 34th Street, LLC, a Delaware limited liability company and a wholly-owned subsidiary of ACM ("ACM 34th"), Arbor 30th LLC, a New York limited liability company and a wholly-owned subsidiary of ACM ("Arbor 30th"), Arbor National CJ LLC, a New York limited liability company and a wholly-owned subsidiary of ACM ("CJ") and Arbor National CJ II, LLC, a New York limited liability company and a wholly-owned subsidiary of ACM ("CJ II", and together with ACM 34th, Arbor 30th and CJ, the "Subsidiary Guarantors"), in favor of Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP"), ANMB Holdings, LLC, a New York limited liability company ("ANMB") and ANMB Holdings II, LLC, a New York limited liability company ("ANMB II"). W I T N E S S E T H WHEREAS, pursuant to the terms of that certain contribution agreement (the "Contribution Agreement"), dated as of July 1, 2003 (the "Contribution Date"), by and among ACM, Arbor Realty Trust, Inc., a Maryland corporation ("ART") and ARLP (capitalized terms used but not defined herein have the meanings assigned to them in the Contribution Agreement), ACM has agreed to contribute (i) the ACM Initial Assets, (ii) ACM's membership interests in ANMB II, the original lender under the Central Jersey Mezzanine Loan, and (iii) the Membership Interests of the Preferred Equity Holders of the Preferred Equity Investments to ARLP, collectively, in exchange for the Partnership Units and the Warrants; WHEREAS, each of the 333 East 34th Street Mezzanine Loan, the 130 West 30th Street Bridge Loan and the Central Jersey Mezzanine Loan (collectively, the "Guaranteed Loans") are Initial Assets; WHEREAS, ANMB is a Preferred Equity Holder in that it holds 100% of the preferred interests of Central Jersey Prime Holdings, LLC (the "Guaranteed Preferred Equity Investment" and together with the Guaranteed Loans, the "Guaranteed Investments"); WHEREAS, ACM 34th holds a 15% Percentage Interest (as defined in the Operating Agreement of 333 East 34th, LLC) in 333 East 34th, LLC, the borrower under the 333 East 34th Street Mezzanine Loan; WHEREAS, Arbor 30th holds a 50% Percentage Interest (as defined in the Operating Agreement of 130 West 30th, LLC) in 130 West 30th, LLC, the borrower under the 130 West 30th Street Bridge Loan; The material marked [*] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} WHEREAS, CJ II holds a 18% Sharing Percentage (as defined in the Operating Agreement of Central Jersey Prime III LLC) in Central Jersey Prime III LLC, the managing member of the borrower under the Central Jersey Mezzanine Loan; WHEREAS, CJ holds a 18% Junior Interest (as defined in the Operating Agreement of Central Jersey Prime Holdings LLC) in Central Jersey Prime Holdings LLC; and WHEREAS, ACM and the Subsidiary Guarantors (together, the "Guarantors") desire to provide ARLP, ANMB and ANMB II with a limited guaranty of (i) the repayment of a certain portion of the principal balance of each of the Guaranteed Loans and (ii) the repurchase of a certain portion of the preferred capital contribution of ANMB in Central Jersey Prime Holdings LLC. NOW, THEREFORE, in consideration of the foregoing and the covenants and obligations set forth in this Guaranty, the parties hereto agree as follows: 1. Definitions. The following terms, as used in this Guaranty, shall have the following meanings (unless otherwise expressly provided herein): "130 West 30th Street Note" means the Amended, Consolidated and Restated Promissory Note made as of September 20, 2001 by 130 West 176336	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Guaranty: Arbor Realty Trust, – the terms of that certain contribution agreement (the "Contribution Agreement"), dated as of July 1, 2003 (the "Contribution Date"), by and among ACM, Arbor Realty Trust, Inc., a Maryland corporation ("ART") and ARLP (capitalized terms used but not defined herein have the meanings assigned to them in the _____________ Arbor Realty Trust, – borrower under the 130 West 30th Street Bridge Loan; The material marked [] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} WHEREAS, CJ II holds a 18% Sharing Percentage (as _____________ Arbor Realty Trust, –* any of the Guaranteed Loans is not paid to The material marked [*] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} ARLP or ANMB II, as applicable, at the applicable _____________ dt 117252 ; Arbor Commercial Mortgage, LLC;	ACM 34th Street, LLC; Arbor 30th LLC
Preview Full Doc	2004	Guaranty Guaranty (21K) Doc #334335: Click preview link for longer preview. GUARANTY This GUARANTY (this "Guaranty"), dated as of July 1, 2003, is by Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), ACM 34th Street, LLC, a Delaware limited liability company and a wholly-owned subsidiary of ACM ("ACM 34th"), Arbor 30th LLC, a New York limited liability company and a wholly-owned subsidiary of ACM ("Arbor 30th"), Arbor National CJ LLC, a New York limited liability company and a wholly-owned subsidiary of ACM ("CJ") and Arbor National CJ II, LLC, a New York limited liability company and a wholly-owned subsidiary of ACM ("CJ II", and together with ACM 34th, Arbor 30th and CJ, the "Subsidiary Guarantors"), in favor of Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP"), ANMB Holdings, LLC, a New York limited liability company ("ANMB") and ANMB Holdings II, LLC, a New York limited liability company ("ANMB II"). W I T N E S S E T H WHEREAS, pursuant to the terms of that certain contribution agreement (the "Contribution Agreement"), dated as of July 1, 2003 (the "Contribution Date"), by and among ACM, Arbor Realty Trust, Inc., a Maryland corporation ("ART") and ARLP (capitalized terms used but not defined herein have the meanings assigned to them in the Contribution Agreement), ACM has agreed to contribute (i) the ACM Initial Assets, (ii) ACM's membership interests in ANMB II, the original lender under the Central Jersey Mezzanine Loan, and (iii) the Membership Interests of the Preferred Equity Holders of the Preferred Equity Investments to ARLP, collectively, in exchange for the Partnership Units and the Warrants; WHEREAS, each of the 333 East 34th Street Mezzanine Loan, the 130 West 30th Street Bridge Loan and the Central Jersey Mezzanine Loan (collectively, the "Guaranteed Loans") are Initial Assets; WHEREAS, ANMB is a Preferred Equity Holder in that it holds 100% of the preferred interests of Central Jersey Prime Holdings, LLC (the "Guaranteed Preferred Equity Investment" and together with the Guaranteed Loans, the "Guaranteed Investments"); WHEREAS, ACM 34th holds a 15% Percentage Interest (as defined in the Operating Agreement of 333 East 34th, LLC) in 333 East 34th, LLC, the borrower under the 333 East 34th Street Mezzanine Loan; WHEREAS, Arbor 30th holds a 50% Percentage Interest (as defined in the Operating Agreement of 130 West 30th, LLC) in 130 West 30th, LLC, the borrower under the 130 West 30th Street Bridge Loan; The material marked [*] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} WHEREAS, CJ II holds a 18% Sharing Percentage (as defined in the Operating Agreement of Central Jersey Prime III LLC) in Central Jersey Prime III LLC, the managing member of the borrower under the Central Jersey Mezzanine Loan; WHEREAS, CJ holds a 18% Junior Interest (as defined in the Operating Agreement of Central Jersey Prime Holdings LLC) in Central Jersey Prime Holdings LLC; and WHEREAS, ACM and the Subsidiary Guarantors (together, the "Guarantors") desire to provide ARLP, ANMB and ANMB II with a limited guaranty of (i) the repayment of a certain portion of the principal balance of each of the Guaranteed Loans and (ii) the repurchase of a certain portion of the preferred capital contribution of ANMB in Central Jersey Prime Holdings LLC. NOW, THEREFORE, in consideration of the foregoing and the covenants and obligations set forth in this Guaranty, the parties hereto agree as follows: 1. Definitions. The following terms, as used in this Guaranty, shall have the following meanings (unless otherwise expressly provided herein): "130 West 30th Street Note" means the Amended, Consolidated and Restated Promissory Note made as of September 20, 2001 by 130 West 30th, LLC in favor of ACM. "130 West 30th Operating Agreement" means the Operating Agreement of 130 West 30th, LLC, dated as of September 20, 2001, by and between H.J. Development, LLC and Arbor 30th. "333 East 34th Street Note" means the Promissory Note made as of January 9, 2002 by 333 East 34th, LLC in favor of ACM. "333 East 34th Operating Agreement" means the Operating Agreement of 333 East 34th, LLC, dated as of June 19, 2001, by and among ACM 34th, East 34th Street Management, LLC and 333 East 34th Street, LLC. "Central Jersey Mezzanine Operating Agreement" means the Operating Agreement of Central Jersey Prime III LLC, dated as of July 12, 2000, by and among Central Jersey LLC, ANMB II, TRAC Central Jersey II LLC and CJ II, as amended by the Amendment to Operating Agreement, dated as of August 1, 2002 and the Amendment to Operating Agreement, dated as of May 9, 2003. "Central Jersey Note" means the Promissory Note made as of August 1, 2002 by Central Jersey Sub VI LLC and Central Jersey Sub VII LLC in favor of ANMB II, as amended by (1) the Modification of Promissory Note and Other Loan Documents and Assumption and Reaffirmation, made as of October 31, 2002, by and among Central Jersey Sub VII LLC, ANMB II and the other parties thereto and (2) the Second Modification of Promissory Note and Other Loan Documents {PAGE} and Reaffirmation, made as of May 9, 2003, by and among Central Jersey Sub VII LLC, ANMB II and the other parties thereto. "Central Jersey Preferred Operating Agreement" means the Limited Liability Company Agreement of Central Jersey Prime Holdings LLC, dated as of May 9, 2003, by and among Central Jersey LLC, ANMB, CJ and TRAC Central Jersey LLC. "Guaranteed Loan Principal Balance" means: (a) with respect to the 130 West 30th Street Bridge Loan, the outstanding principal balance of the 130 West 30th Street Bridge Loan as of the Contribution Date, namely $16,000,000.00, plus (a) any Interest Expense relating to the 130 West 30th Street Bridge Loan paid by ARLP subsequent to the Contribution Date, minus (b) the aggregate of the following amounts received by ARLP subsequent to the Contribution Date in accordance with the terms of the 130 West 30th Street Note: (i) interest payments on the unpaid principal balance of the 130 West 30th 334335	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Guaranty: Arbor Realty Trust, – the terms of that certain contribution agreement (the "Contribution Agreement"), dated as of July 1, 2003 (the "Contribution Date"), by and among ACM, Arbor Realty Trust, Inc., a Maryland corporation ("ART") and ARLP (capitalized terms used but not defined herein have the meanings assigned to them in the _____________ Arbor Realty Trust, – borrower under the 130 West 30th Street Bridge Loan; The material marked [*] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} WHEREAS, CJ II holds a 18% Sharing Percentage (as _____________ dt 691532
Preview Full Doc	2003	Guaranty Guaranty (21K) Doc #334341: Click preview link for longer preview. GUARANTY This GUARANTY (this "Guaranty"), dated as of July 1, 2003, is by Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), ACM 34th Street, LLC, a Delaware limited liability company and a wholly-owned subsidiary of ACM ("ACM 34th"), Arbor 30th LLC, a New York limited liability company and a wholly-owned subsidiary of ACM ("Arbor 30th"), Arbor National CJ LLC, a New York limited liability company and a wholly-owned subsidiary of ACM ("CJ") and Arbor National CJ II, LLC, a New York limited liability company and a wholly-owned subsidiary of ACM ("CJ II", and together with ACM 34th, Arbor 30th and CJ, the "Subsidiary Guarantors"), in favor of Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP"), ANMB Holdings, LLC, a New York limited liability company ("ANMB") and ANMB Holdings II, LLC, a New York limited liability company ("ANMB II"). W I T N E S S E T H WHEREAS, pursuant to the terms of that certain contribution agreement (the "Contribution Agreement"), dated as of July 1, 2003 (the "Contribution Date"), by and among ACM, Arbor Realty Trust, Inc., a Maryland corporation ("ART") and ARLP (capitalized terms used but not defined herein have the meanings assigned to them in the Contribution Agreement), ACM has agreed to contribute (i) the ACM Initial Assets, (ii) ACM's membership interests in ANMB II, the original lender under the Central Jersey Mezzanine Loan, and (iii) the Membership Interests of the Preferred Equity Holders of the Preferred Equity Investments to ARLP, collectively, in exchange for the Partnership Units and the Warrants; WHEREAS, each of the 333 East 34th Street Mezzanine Loan, the 130 West 30th Street Bridge Loan and the Central Jersey Mezzanine Loan (collectively, the "Guaranteed Loans") are Initial Assets; WHEREAS, ANMB is a Preferred Equity Holder in that it holds 100% of the preferred interests of Central Jersey Prime Holdings, LLC (the "Guaranteed Preferred Equity Investment" and together with the Guaranteed Loans, the "Guaranteed Investments"); WHEREAS, ACM 34th holds a 15% Percentage Interest (as defined in the Operating Agreement of 333 East 34th, LLC) in 333 East 34th, LLC, the borrower under the 333 East 34th Street Mezzanine Loan; WHEREAS, Arbor 30th holds a 50% Percentage Interest (as defined in the Operating Agreement of 130 West 30th, LLC) in 130 West 30th, LLC, the borrower under the 130 West 30th Street Bridge Loan; The material marked [*] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} WHEREAS, CJ II holds a 18% Sharing Percentage (as defined in the Operating Agreement of Central Jersey Prime III LLC) in Central Jersey Prime III LLC, the managing member of the borrower under the Central Jersey Mezzanine Loan; WHEREAS, CJ holds a 18% Junior Interest (as defined in the Operating Agreement of Central Jersey Prime Holdings LLC) in Central Jersey Prime Holdings LLC; and WHEREAS, ACM and the Subsidiary Guarantors (together, the "Guarantors") desire to provide ARLP, ANMB and ANMB II with a limited guaranty of (i) the repayment of a certain portion of the principal balance of each of the Guaranteed Loans and (ii) the repurchase of a certain portion of the preferred capital contribution of ANMB in Central Jersey Prime Holdings LLC. NOW, THEREFORE, in consideration of the foregoing and the covenants and obligations set forth in this Guaranty, the parties hereto agree as follows: 1. Definitions. The following terms, as used in this Guaranty, shall have the following meanings (unless otherwise expressly provided herein): "130 West 30th Street Note" means the Amended, Consolidated and Restated Promissory Note made as of September 20, 2001 by 130 West 30th, LLC in favor of ACM. "130 West 30th Operating Agreement" means the Operating Agreement of 130 West 30th, LLC, dated as of September 20, 2001, by and between H.J. Development, LLC and Arbor 30th. "333 East 34th Street Note" means the Promissory Note made as of January 9, 2002 by 333 East 34th, LLC in favor of ACM. "333 East 34th Operating Agreement" means the Operating Agreement of 333 East 34th, LLC, dated as of June 19, 2001, by and among ACM 34th, East 34th Street Management, LLC and 333 East 34th Street, LLC. "Central Jersey Mezzanine Operating Agreement" means the Operating Agreement of Central Jersey Prime III LLC, dated as of July 12, 2000, by and among Central Jersey LLC, ANMB II, TRAC Central Jersey II LLC and CJ II, as amended by the Amendment to Operating Agreement, dated as of August 1, 2002 and the Amendment to Operating Agreement, dated as of May 9, 2003. "Central Jersey Note" means the Promissory Note made as of August 1, 2002 by Central Jersey Sub VI LLC and Central Jersey Sub VII LLC in favor of ANMB II, as amended by (1) the Modification of Promissory Note and Other Loan Documents and Assumption and Reaffirmation, made as of October 31, 2002, by and among Central Jersey Sub VII LLC, ANMB II and the other parties thereto and (2) the Second Modification of Promissory Note and Other Loan Documents {PAGE} and Reaffirmation, made as of May 9, 2003, by and among Central Jersey Sub VII LLC, ANMB II and the other parties thereto. "Central Jersey Preferred Operating Agreement" means the Limited Liability Company Agreement of Central Jersey Prime Holdings LLC, dated as of May 9, 2003, by and among Central Jersey LLC, ANMB, CJ and TRAC Central Jersey LLC. "Guaranteed Loan Principal Balance" means: (a) with respect to the 130 West 30th Street Bridge Loan, the outstanding principal balance of the 130 West 30th Street Bridge Loan as of the Contribution Date, namely $16,000,000.00, plus (a) any Interest Expense relating to the 130 West 30th Street Bridge Loan paid by ARLP subsequent to the Contribution Date, minus (b) the aggregate of the following amounts received by ARLP subsequent to the Contribution Date in accordance with the terms of the 130 West 30th Street Note: (i) interest payments on the unpaid principal balance of the 130 West 30th 334341	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Guaranty: Arbor Realty Trust, – the terms of that certain contribution agreement (the "Contribution Agreement"), dated as of July 1, 2003 (the "Contribution Date"), by and among ACM, Arbor Realty Trust, Inc., a Maryland corporation ("ART") and ARLP (capitalized terms used but not defined herein have the meanings assigned to them in the _____________ Arbor Realty Trust, – borrower under the 130 West 30th Street Bridge Loan; The material marked [] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} WHEREAS, CJ II holds a 18% Sharing Percentage (as _____________ Arbor Realty Trust, –* any of the Guaranteed Loans is not paid to The material marked [*] has been omitted pursuant to a request for confidential treatment by Arbor Realty Trust, Inc. and has been filed separately with the Securities and Exchange Commission. {PAGE} ARLP or ANMB II, as applicable, at the applicable _____________ dt 691539
Preview Full Doc	2003	Indemnification Agreement Indemnification Agreement (39K) Doc #334358: Click preview link for longer preview. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made and entered into this ____ day of _______, 2003 ("Agreement"), by and between Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), and_____________________("Indemnitee"). WHEREAS, at the request of the Company, Indemnitee currently serves as a [DIRECTOR] [OFFICER] of the Company and may, therefore, be subjected to claims, suits or proceedings arising as a result of his service; and WHEREAS, as an inducement to Indemnitee to continue to serve as such [DIRECTOR] [OFFICER], the Company has agreed to indemnify and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the fullest extent permitted by law; and WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses; NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: Section 1. Definitions. For purposes of this Agreement: (a) "Change in Control" means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the "Act"), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after the Effective Date (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of the Company's then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest; (ii) there occurs a proxy contest, or the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board of Directors then in office, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) during any period of two consecutive years, other than as a result of an event described in clause (a)(ii) of this Section 1, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or {PAGE} nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors. (b) "Corporate Status" means the status of a person who is or was a director, trustee, officer, employee or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company. (c) "Disinterested Director" means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee. (d) "Effective Date" means the date set forth in the first paragraph of this Agreement. (e) "Expenses" shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred, in the geographic region in which the expenses are incurred or the services are provided, in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding. (f) "Independent Counsel" means a law firm, or a member of a law firm, selected by the board of directors by vote as set forth in Section 9(b), that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. If a Change of Control has not occurred, Independent Counsel shall be selected by the Board of Directors, with the approval of Indemnitee, which approval will not be unreasonably withheld. If a Change of Control has occurred, Independent Counsel shall be selected by Indemnitee, with the approval of the Board of Directors, which approval will not be unreasonably withheld. (g) "Proceeding" includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative (including on appeal), except one (i) initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce his rights under this Agreement or (ii) pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee. 334358	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Indemnification Agreement: Arbor Realty Trust, – EXHIBIT 10.11 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made and entered into this ____ day of _______, 2003 ("Agreement"), by and between Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), and_____________________("Indemnitee"). WHEREAS, at the request of the Company, Indemnitee currently serves as a [DIRECTOR] [OFFICER] _____________ Arbor Realty Trust, – is so mailed: (a) If to Indemnitee, to: The address set forth on the signature page hereto. (b) If to the Company to: Arbor Realty Trust, Inc. Suite 900 333 Earle Ovington Boulevard Uniondale, New York 11553 Attn: Corporate Secretary or to such other address as may have _____________ ARBOR REALTY TRUST, – PAGE FOLLOWS] 10 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: ARBOR REALTY TRUST, INC. _________________________ By: ___________________________ (SEAL) Name: __________________________________ Title: _________________________________ WITNESS: INDEMNITEE _________________________ _________________________________________ Name: ___________________________________ Address: ________________________________ _________________________________________ 11 {PAGE} EXHIBIT A _____________ Arbor Realty Trust, – _________________________ _________________________________________ Name: ___________________________________ Address: ________________________________ _________________________________________ 11 {PAGE} EXHIBIT A FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED The Board of Directors of Arbor Realty Trust, Inc. Re: Undertaking to Repay Expenses Advanced Ladies and Gentlemen: This undertaking is being provided pursuant to that certain Indemnification Agreement dated _____________ Arbor Realty Trust, – and Gentlemen: This undertaking is being provided pursuant to that certain Indemnification Agreement dated the ___ day of ________, 2003, by and between Arbor Realty Trust, Inc. (the "Company") and the undersigned Indemnitee (the "Indemnification Agreement"), pursuant to which I am entitled to advance of expenses in connection _____________ dt 691571
Preview Full Doc	2003	Indemnity Agreement Indemnity Agreement (7K) Doc #163906: Click preview link for longer preview. INDEMNITY AGREEMENT This INDEMNITY AGREEMENT, dated as of July 1, 2003 (this "Agreement"), is by and among Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty Trust, Inc., a Maryland corporation ("ART"), Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP") and Mr. Ivan Kaufman ("Kaufman"). Capitalized terms not defined herein have the meaning ascribed to them in the Contribution Agreement, dated as of July 1, 2003, by and among ACM, ART and ARLP. WHEREAS, pursuant to the Contribution Agreement, ACM has contributed Initial Assets to ARLP which include the Ornstein Loan and the 1025 5th Avenue Bridge Loan; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows: 163906	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Indemnity Agreement: Arbor Realty Trust, – dated as of July 1, 2003 (this "Agreement"), is by and among Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty Trust, Inc., a Maryland corporation ("ART"), Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP") and Mr. Ivan Kaufman ("Kaufman"). Capitalized terms not _____________ ARBOR REALTY TRUST, – written. ARBOR COMMERCIAL MORTGAGE, LLC By: /s/ Frederick C. Herbst -------------------------- Name: Frederick C Herbst Title: Chief Financial Officer /s/ Ivan Kaufman ------------------------------ Ivan Kaufman ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst -------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer, Treasurer and Secretary ARBOR REALTY LIMITED PARTNERSHIP By: _____________ dt 117249 ; Arbor Commercial Mortgage, LLC;	Arbor Realty Limited Partnership; Ivan Kaufman
Preview Full Doc	2003	Indemnity Agreement Indemnity Agreement (7K) Doc #334342: Click preview link for longer preview. INDEMNITY AGREEMENT This INDEMNITY AGREEMENT, dated as of July 1, 2003 (this "Agreement"), is by and among Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty Trust, Inc., a Maryland corporation ("ART"), Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP") and Mr. Ivan Kaufman ("Kaufman"). Capitalized terms not defined herein have the meaning ascribed to them in the Contribution Agreement, dated as of July 1, 2003, by and among ACM, ART and ARLP. WHEREAS, pursuant to the Contribution Agreement, ACM has contributed Initial Assets to ARLP which include the Ornstein Loan and the 1025 5th Avenue Bridge Loan; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows: ARTICLE I INDEMNIFICATION 1.1 ACM and Kaufman, hereby jointly and severally agree to indemnify and hold ART and ARLP harmless from and against damages, expenses, losses, costs, claims or liabilities (each a "Claim") suffered or incurred by ART and ARLP as a direct result of any untruth or inaccuracy in any of the representations or warranties made by ACM in Section 4(b) of the Contribution Agreement with respect to the 1025 5th Avenue Bridge Loan or the Ornstein Loan as if such representations and warranties were made with respect to the 1025 5th Avenue Bridge Loan or the Ornstein Loan in the Contribution Agreement. 1.2 (a) The indemnification set forth in Section 1.1 shall only extend to a Claim with respect to the Ornstein Loan of which written notice has been given prior to the repayment in full of any and all amounts due under the Ornstein Loan; and (b) The indemnification set forth in Section 1.1 shall only extend to a Claim with respect to the 1025 5th Avenue Bridge Loan of which written notice has been given prior to the repayment in full of any and all amounts due under the 1025 5th Avenue Bridge Loan. 1.3 Each of ART and ARLP shall give prompt written notice to ACM (the receipt of which by ACM shall constitute notice to Kaufman) as to the assertion of any Claim, or the commencement of any Claim. The omission 334342	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Indemnity Agreement: Arbor Realty Trust, – dated as of July 1, 2003 (this "Agreement"), is by and among Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty Trust, Inc., a Maryland corporation ("ART"), Arbor Realty Limited Partnership, a Delaware limited partnership ("ARLP") and Mr. Ivan Kaufman ("Kaufman"). Capitalized terms not _____________ ARBOR REALTY TRUST, – written. ARBOR COMMERCIAL MORTGAGE, LLC By: /s/ Frederick C. Herbst -------------------------- Name: Frederick C Herbst Title: Chief Financial Officer /s/ Ivan Kaufman ------------------------------ Ivan Kaufman ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst -------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer, Treasurer and Secretary ARBOR REALTY LIMITED PARTNERSHIP By: _____________ dt 691540
Preview Full Doc	2009	Junior Subordinated Indenture Junior Subordinated Indenture (220K) Doc #3407553: Click preview link for longer preview. 3407553	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate )
Preview Full Doc	2009	Junior Subordinated Indenture Junior Subordinated Indenture (220K) Doc #3407554: Click preview link for longer preview. 3407554	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate )
Preview Full Doc	2009	Junior Subordinated Indenture Junior Subordinated Indenture (250K) Doc #3407555: Click preview link for longer preview. 3407555	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate )
Preview Full Doc	2009	Junior Subordinated Indenture Junior Subordinated Indenture (250K) Doc #3407556: Click preview link for longer preview. 3407556	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate )
Preview Full Doc	2009	Junior Subordinated Indenture Junior Subordinated Indenture (250K) Doc #3407557: Click preview link for longer preview. 3407557	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate )
Preview Full Doc	2004	Loan Purchase and Repurchase Agreement Loan Purchase and Repurchase Agreement (355K) Doc #334329: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.13 {SEQUENCE}4 {FILENAME}x90410a3exv10w13.txt {DESCRIPTION}LOAN PURCHASE AND REPURCHASE AGREEMENT {TEXT} {PAGE} EXHIBIT 10.13 EXECUTION COPY ================================================================================ U.S. $150,000,000 LOAN PURCHASE AND REPURCHASE AGREEMENT by and among ARBOR REALTY FUNDING LLC as the Seller WACHOVIA BANK, NATIONAL ASSOCIATION, as the Purchaser and ARBOR REALTY TRUST, INC., as the Guarantor Dated as of December 23, 2003 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE {S} {C} ARTICLE I DEFINITIONS........................................................................................... 1 Section 1.1 Certain Defined Terms................................................................. 1 Section 1.2 Other Terms........................................................................... 26 Section 1.3 Computation of Time Periods........................................................... 26 Section 1.4 Interpretation........................................................................ 26 ARTICLE II PURCHASE OF ELIGIBLE ASSETS........................................................................... 27 Section 2.1 Purchase and Sale..................................................................... 27 Section 2.2 Transaction Mechanics; Related Matters................................................ 27 Section 2.3 Reduction of Maximum Amount; Optional Repurchases..................................... 30 Section 2.4 Extension of Facility Maturity Date................................................... 30 Section 2.5 Payment of Price Differential......................................................... 31 Section 2.6 Request for Additional Transaction for Excess Margin.................................. 32 Section 2.7 Margin Account Maintenance............................................................ 33 Section 2.8 Income Payments....................................................................... 34 Section 2.9 Payment, Transfer and Custody......................................................... 35 Section 2.10 Disputes Regarding Market Value Determination......................................... 36 Section 2.11 Hypothecation or Pledge of Purchased Assets........................................... 37 Section 2.12 Fees.................................................................................. 37 Section 2.13 Increased Costs; Capital Adequacy; Illegality......................................... 37 Section 2.14 Taxes................................................................................. 39 ARTICLE III CONDITIONS TO TRANSACTIONS........................................................................... 40 Section 3.1 Conditions to Closing and Initial Purchase............................................ 40 Section 3.2 Conditions Precedent to all Transactions.............................................. 41 Section 3.3 Additional Opinions................................................................... 45 ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................................................ 46 Section 4.1 Representations and Warranties of the Seller.......................................... 46 ARTICLE V COVENANTS.............................................................................................. 56 Section 5.1 Covenants of the Seller............................................................... 56 ARTICLE VI ADMINISTRATION AND SERVICING.......................................................................... 70 Section 6.1 Servicing............................................................................. 70 Section 6.2 Seller as Servicer.................................................................... 70 Section 6.3 Third Party Servicer.................................................................. 70 Section 6.4 Duties of the Seller.................................................................. 71 Section 6.5 Authorization of the Seller........................................................... 72 Section 6.6 Collection of Payments................................................................ 73 Section 6.7 Realization Upon Defaulted Purchased Items............................................ 73 Section 6.8 Maintenance of Insurance Policies..................................................... 74 Section 6.9 Termination Event..................................................................... 74 Section 6.10 Modification.......................................................................... 74 Section 6.11 Inspection............................................................................ 75 Section 6.12 Servicing Compensation................................................................ 75 Section 6.13 Payment of Certain Expenses by Servicer............................................... 75 {/TABLE} i {PAGE} {TABLE} {S} {C} Section 6.14 Pooling and Servicing Agreements...................................................... 75 Section 6.15 Servicer Default...................................................................... 76 ARTICLE VII [RESERVED]........................................................................................... 76 ARTICLE VIII SECURITY INTEREST................................................................................... 76 Section 8.1 Security Interest..................................................................... 76 Section 8.2 Release of Lien on Purchased Assets................................................... 78 Section 8.3 Further Assurances.................................................................... 78 Section 8.4 Remedies.............................................................................. 78 Section 8.5 Waiver of Certain Laws................................................................ 78 ARTICLE IX POWER OF ATTORNEY..................................................................................... 79 Section 9.1 Purchaser's Appointment as Attorney-in-Fact........................................... 79 ARTICLE X TERMINATION EVENTS..................................................................................... 80 Section 10.1 Termination Events.................................................................... 80 Section 10.2 Remedies.............................................................................. 84 Section 10.3 Determination of Termination Events................................................... 86 ARTICLE XI INDEMNIFICATION....................................................................................... 87 Section 11.1 Indemnities by the Seller............................................................. 87 334329	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Loan Purchase and Repurchase Agreement: ARBOR REALTY TRUST, – EXECUTION COPY ================================================================================ U.S. $150,000,000 LOAN PURCHASE AND REPURCHASE AGREEMENT by and among ARBOR REALTY FUNDING LLC as the Seller WACHOVIA BANK, NATIONAL ASSOCIATION, as the Purchaser and ARBOR REALTY TRUST, INC., as the Guarantor Dated as of December 23, 2003 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE {S} {C} ARTICLE I DEFINITIONS........................................................................................... 1 Section 1.1 Certain Defined Terms................................................................. _____________ ARBOR REALTY TRUST, – BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, "Wachovia"), as the purchaser (together with its successors and assigns in such capacity, the "Purchaser"); and (3) ARBOR REALTY TRUST, INC., a Maryland corporation (together with its successors and assigns, "Arbor"), as the guarantor (together with its successors and permitted assigns in such capacity, the "Guarantor"). R E C _____________ ARBOR REALTY TRUST, – College Street Charlotte, North Carolina 28288 Attention: Marianne Hickman Facsimile No.: (704) 715 - 0066 Confirmation No.: (704) 715 - 7818 [Signatures Continued on the Following Page] S-2 {PAGE} THE GUARANTOR: ARBOR REALTY TRUST, INC., a Maryland corporation By: /s/ Frederick Herbst ----------------------------------- Name: Frederick Herbst Title: Chief Financial Officer Arbor Realty Trust, Inc. c/o Arbor Commercial Mortgage LLC 333 Earle Ovington Boulevard _____________ Arbor Realty Trust, – 7818 [Signatures Continued on the Following Page] S-2 {PAGE} THE GUARANTOR: ARBOR REALTY TRUST, INC., a Maryland corporation By: /s/ Frederick Herbst ----------------------------------- Name: Frederick Herbst Title: Chief Financial Officer Arbor Realty Trust, Inc. c/o Arbor Commercial Mortgage LLC 333 Earle Ovington Boulevard Uniondale, New York 11553 Attention: Guy Milone, Esq. Facsimile No.: (516) 832 - 6431 Confirmation No.: (516) 832 - 7431 _____________ dt 1389408 ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Loan Purchase and Repurchase Agreement: WACHOVIA BANK, NA – 13 EXECUTION COPY ================================================================================ U.S. $150,000,000 LOAN PURCHASE AND REPURCHASE AGREEMENT by and among ARBOR REALTY FUNDING LLC as the Seller WACHOVIA BANK, NA TIONAL ASSOCIATION, as the Purchaser and ARBOR REALTY TRUST, INC., as the Guarantor Dated as of December 23, 2003 ================================================================================ {PAGE} TABLE OF CONTENTS { _____________ WACHOVIA BANK, NA – FUNDING LLC, a Delaware limited liability company, as the seller (together with its successors and permitted assigns in such capacity, the "Seller"); (2) WACHOVIA BANK, NA TIONAL ASSOCIATION, a national banking association (together with its successors and assigns, "Wachovia"), as the purchaser (together with its successors and assigns in _____________ Wachovia Bank, Na – or the lapse of time, or both, would become a Termination Event. "Unused Fee": The "Unused Fee" payable under the Fee Letter. "Wachovia": Wachovia Bank, Na tional Association, a national banking association in its individual capacity, and its successors and assigns. "Wachovia Assets": Any Mortgage Asset issued or extended _____________ WACHOVIA BANK, NA – Milone, Esq. Facsimile No.: (516) 832 - 6431 Confirmation No.: (516) 832 - 7431 [Signatures Continued on the Following Page] S-1 {PAGE} THE PURCHASER: WACHOVIA BANK, NA TIONAL ASSOCIATION By:/s/ William J. Cohane ------------------------------------ Name: _________________________________ Title: ________________________________ Wachovia Bank, National Association One Wachovia Center, Mail Code: NC0166 301 South _____________ Wachovia Bank, Na – Continued on the Following Page] S-1 {PAGE} THE PURCHASER: WACHOVIA BANK, NATIONAL ASSOCIATION By:/s/ William J. Cohane ------------------------------------ Name: _________________________________ Title: ________________________________ Wachovia Bank, Na tional Association One Wachovia Center, Mail Code: NC0166 301 South College Street Charlotte, North Carolina 28288 Attention: Marianne Hickman Facsimile No.: (704) 715 - _____________ dt 653385 ; Wachovia Wachovia Corp. ( Money Center Banks ) As referenced in this Loan Purchase and Repurchase Agreement: Wachovia Corp – Asset that is not a Table Funded Purchased Asset. "Non-Wachovia Assets": Any Mortgage Asset issued or extended by a Person other than Wachovia Corp oration or an Affiliate of Wachovia Corporation. "OFAC Regulations": Defined in Subsection 4.1(nn). Loan Purchase and Repurchase Agreement (Wachovia and Arbor) _____________ Wachovia Corp – Funded Purchased Asset. "Non-Wachovia Assets": Any Mortgage Asset issued or extended by a Person other than Wachovia Corporation or an Affiliate of Wachovia Corp oration. "OFAC Regulations": Defined in Subsection 4.1(nn). Loan Purchase and Repurchase Agreement (Wachovia and Arbor) 16 {PAGE} "Officer's Certificate": A _____________ Wachovia Corp – the Purchaser in its sole discretion. "Original Purchase Date": The date a Purchased Asset was purchased by the Seller or its Affiliates from Wachovia Corp oration or its Affiliates other than pursuant to this Agreement. "Originator": With respect to each Mortgage Asset, the Person who originated such Mortgage _____________ Wachovia Corp – Association, a national banking association in its individual capacity, and its successors and assigns. "Wachovia Assets": Any Mortgage Asset issued or extended by Wachovia Corp oration or an Affiliate of Wachovia Corporation. "Warehouse Lender's Release Letter": Defined in Subsection 3.2(l). Loan Purchase and Repurchase Agreement ( _____________ Wachovia Corp – its individual capacity, and its successors and assigns. "Wachovia Assets": Any Mortgage Asset issued or extended by Wachovia Corporation or an Affiliate of Wachovia Corp oration. "Warehouse Lender's Release Letter": Defined in Subsection 3.2(l). Loan Purchase and Repurchase Agreement (Wachovia and Arbor) 25 {PAGE} "Whole _____________ dt 685296 ;	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Loan Purchase and Repurchase Agreement: Wells Fargo Bank Minnesota, Na – may be amended, modified, waived, supplemented, extended, restated or replaced from time to time. "Custodial Identification Certificate": Defined in the Custodial Agreement. "Custodian": Wells Fargo Bank Minnesota, Na tional Association, and its successor in interest as the custodian under the Custodial Agreement, and any successor Custodian under the Custodial Agreement. "Debt _____________ dt 647159 ; Moore Moore & Van Allen, PLLC ( Legal ) As referenced in this Loan Purchase and Repurchase Agreement: Moore & Van Allen – be paid to the Custodian from the Collection Account to the extent funds are available on each Payment Date pursuant to Section 2.8. (d) The Seller shall pay to Moore & Van Allen PLLC, as counsel to the Purchaser, on the Closing Date, its reasonable estimated fees and out-of-pocket expenses in immediately available funds and shall pay all additional reasonable fees _____________ Moore & Van Allen – on the Closing Date, its reasonable estimated fees and out-of-pocket expenses in immediately available funds and shall pay all additional reasonable fees and out-of-pocket expenses of Moore & Van Allen PLLC within ten (10) days after receiving an invoice for such amounts. SECTION 2.13 INCREASED COSTS; CAPITAL ADEQUACY; ILLEGALITY. (a) If either (i) the introduction of or any change ( _____________ dt 1416142 ; Arbor Realty Funding LLC
Preview Full Doc	2003	Management and Advisory Agreement Management and Advisory Agreement (84K) Doc #334348: Click preview link for longer preview. MANAGEMENT AND ADVISORY AGREEMENT THIS MANAGEMENT AND ADVISORY AGREEMENT is made as of July 1, 2003 (the "Agreement") by and among ARBOR REALTY TRUST, INC., a Maryland corporation ("Parent REIT"), ARBOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the "Operating Partnership", and together with Parent REIT, collectively, the "Company"), and ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability company (together with its permitted assigns, "Manager"). W I T N E S S E T H : WHEREAS, Parent REIT expects to qualify for the tax benefits available to a REIT (as defined below); WHEREAS, Arbor Realty GPOP, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent REIT ("GPOP") is the sole general partner of the Operating Partnership and Arbor Realty LPOP, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent REIT ("LPOP") is a limited partner of the Operating Partnership, and Parent REIT has contributed (or will contribute on the Closing Date (as defined below)) to GPOP and LPOP all of its assets (including, without limitation, all of the proceeds of the initial 144A securities offering of the Common Shares, as further described in that certain Offering Memorandum, dated June 26, 2003 (the "Offering Memorandum"), and GPOP and LPOP will in turn contribute such assets to the Operating Partnership, and the Parent REIT will conduct substantially all of its operations through the Operating Partnership; WHEREAS, Parent REIT and the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of or available to Manager and to have Manager undertake the duties and responsibilities hereinafter set forth on behalf of Parent REIT and the Operating Partnership as provided in this Agreement; and WHEREAS, Manager is willing to render such services on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows: 1. Definitions. The following terms have the meanings assigned them: (a) "Agreement" has the meaning assigned in the first paragraph. (b) "Board of Directors" means the Board of Directors of Parent REIT first named herein, the provisions of Section 1(mm) to the contrary notwithstanding. 1 {PAGE} (c) "Change of Control" means a change in the direct or indirect (i) beneficial ownership of more than fifty percent (50%) of the combined voting power (of any Person together with any affiliates of such Person or Persons otherwise associated or acting in concert with such Person) of Manager's then outstanding equity interests, or (ii) power to direct or control the management policies of Manager, whether through the ownership of beneficial equity interests, common directors or officers, by contract or otherwise. Change of Control shall not include public offerings of the capital stock of Manager or any assignment of this Agreement by Manager as permitted hereby and in accordance with the terms hereof. (d) "Closing Date" means the date of this Agreement, being the date of closing of Parent REIT's private placement of Common Shares as identified in the Offering Memorandum. (e) "Code" means the Internal Revenue Code of 1986, as amended. (f) "Common Share" means a share of capital stock of Parent REIT now or hereafter authorized and issued as common voting stock of Parent REIT. (g) "Company" has the meaning assigned in the first paragraph. (h) "Company Account" has the meaning assigned in Section 5. (i) "Company Target Investments" means multifamily and commercial mortgage loans and customized financing transactions, including bridge loans, mezzanine loans, preferred equity investments, note acquisitions and participation interests in owners of real properties. (j) "Company Termination Notice" has the meaning assigned in Section 13(b). (k) "Deferred Interest" has the meaning assigned in Section 8(c). (l) "Effective Termination Date" has the meaning assigned in Section 13(b). (m) "Excess Funds" has the meaning assigned in Section 2(f). (n) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (o) "Expenses" has the meaning assigned in Section 9. (p) "Funds from Operations" has the meaning assigned by the National Association of Real Estate Investment Trusts and means net income (computed in accordance with GAAP) excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. (q) "GAAP" means generally accepted accounting principles in effect in the U.S. on the date such principles are applied, consistently applied. 2 {PAGE} (r) "Governing Instruments" means, with respect to any Person, the articles of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and partnership agreement in the case of a general or limited partnership or the articles of formation and operating agreement in the case of a limited liability company. (s) "Guidelines" has the meaning assigned in Section 2(b)(i). (t) "Incentive Fee" has the meaning assigned in Section 8(d)(i). (u) "Incentive Fee Payment" has the meaning assigned in Section 8(d)(ii). (v) "Independent Directors" means the members of the Board of Directors who are not officers or employees of Manager and who are otherwise "independent" in accordance with Parent REIT's Governing Instruments. (w) "Initial Assets" means the investments contributed to the Company on the Closing Date described on pages 44 through 52 of the Offering Memorandum. (x) "Invested Equity" has the meaning assigned in Section 8(a)(i). (y) "Investment Company Act" means the Investment Company Act of 1940, as amended. (z) "Investments" means the investments of the Company. (aa) "Management Fee" has the meaning assigned in Section 8(a)(i). (bb) "Management Fee Payment" has the meaning assigned in Section 8(a)(ii). (cc) "Manager" has the meaning assigned in the first paragraph. (dd) "Manager Indemnified Party" has the meaning assigned in Section 11(b). (ee) "Manager Parties" has the meaning assigned in Section 3(b). (ff) "Manager Target Investments" has the meaning assigned in Section 3(c). (gg) "Manager Termination Notice" has the meaning assigned in Section 13(d). (hh) "Notice of Proposal to Negotiate" has the meaning assigned in Section 13(c). (ii) "Non-Competition Agreement" means that certain Non-Competition Agreement, dated as of the date hereof, among Parent REIT, the Operating Partnership and Principal. (jj) "Offering Memorandum" has the meaning assigned in the recitals. 3 {PAGE} (kk) "OP Unit" means a unit of partnership interest in the Operating Partnership now or hereafter authorized and issued as a unit of partnership interest in the Operating Partnership. (ll) "Operating Partnership" has the meaning assigned in the first paragraph. (mm) "Parent REIT" has the meaning assigned in the first paragraph. All references herein to Parent REIT shall, except as otherwise expressly provided herein, be deemed to include the Parent REIT first named herein and the Subsidiaries of the Parent REIT; provided, that unless any such Subsidiary seeks to qualify for the tax benefits available to a REIT, provisions of this Agreement contemplating Parent REIT's status as a REIT shall apply only to Parent REIT and not to such Subsidiary, other than to the extent the same affect the Parent REIT first named herein. (nn) "Person" means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing. (oo) "Principal" means Ivan Kaufman, an individual. 334348	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Management and Advisory Agreement: ARBOR REALTY TRUST, – txt {DESCRIPTION}MANAGEMENT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.1 MANAGEMENT AND ADVISORY AGREEMENT THIS MANAGEMENT AND ADVISORY AGREEMENT is made as of July 1, 2003 (the "Agreement") by and among ARBOR REALTY TRUST, INC., a Maryland corporation ("Parent REIT"), ARBOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the "Operating Partnership", and together with Parent REIT, collectively, the "Company"), and ARBOR COMMERCIAL MORTGAGE, _____________ Arbor Realty Trust, – facsimile transmission against answerback, or (d) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: If to Parent REIT or the Operating Partnership: Arbor Realty Trust, Inc. 333 Earle Ovington Boulevard, Suite 900 Uniondale, New York 11553 Attention: Chairman of the Board of Directors Facsimile: 516-832-8043 If to Manager: Arbor Commercial Mortgage, LLC _____________ ARBOR REALTY TRUST, – date first above written. Manager: ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability company By: /s/ Frederick C. Herbst ----------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer Parent REIT: ARBOR REALTY TRUST, INC., a Maryland corporation By: /s/ Frederick C. Herbst ---------------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer Operating Partnership: ARBOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership By: Arbor _____________ dt 1389411 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Management and Advisory Agreement: Fannie Mae – agrees not to, pursue any investment opportunities consisting of multifamily and commercial mortgage loans that meet the underwriting and approval guidelines of (i) Fannie Mae , (ii) the Federal Housing Administration, and (iii) conduit commercial lending programs secured by first liens on real property (collectively, "Manager Target Investments"). ( _____________ dt 702340 ;	Arbor Realty Limited Partnership; Arbor Commercial Mortgage, LLC
Full Doc	2008	Management and Advisory Agreement Management and Advisory Agreement (10K) Doc #3407566: This document is immediately available for purchase, but does not have a preview available for viewing. 3407566	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate )
Preview Full Doc	2004	Master Repurchase Agreement Master Repurchase Agreement (120K) Doc #334330: Click preview link for longer preview. MASTER REPURCHASE AGREEMENT Dated as of November 18, 2002 BETWEEN: NOMURA CREDIT & CAPITAL, INC., as buyer ("Buyer", which term shall include any "Principal" as defined and provided for in Annex I), or as agent pursuant hereto ("Agent") and ARBOR COMMERCIAL MORTGAGE, LLC, as seller ("Seller"). 1. APPLICABILITY. Buyer may, from time to time, agree to enter into transactions in which Seller transfers to Buyer Purchased Assets . . . 334330	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate )
Preview Full Doc	2004	Security Agreement Security Agreement (214K) Doc #334328: Click preview link for longer preview. STRUCTURED FACILITY WAREHOUSING CREDIT AND SECURITY AGREEMENT BETWEEN ARBOR REALTY LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP AND RESIDENTIAL FUNDING CORPORATION, A DELAWARE CORPORATION DATED AS OF JULY 1, 2003 TABLE OF CONTENTS . . . 334328	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Security Agreement: Arbor Realty Trust, – Subsidiary of Guarantor. "Ginnie Mae" means the Government National Mortgage Association, an agency of the United States government, and any successor agency or other entity. "Guarantor" means, individually and collectively, Arbor Realty Trust, Inc., a Maryland corporation, and any other Person that after the date of this Agreement guarantees all or any portion of Borrower's Obligations. "Guaranty" means a guaranty of _____________ dt 1389407 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Security Agreement: Fannie Mae – properties or financial condition of Borrower as Lender may reasonably request, including copies of any audits, if any, completed by HUD, Ginnie Mae, Fannie Mae , Freddie Mac and any rating agency. 7.2 (i) From time to time, with reasonable promptness, such further information regarding the business, _____________ Fannie Mae – Mortgage Loans serviced pursuant to Servicing Contracts included in the Servicing Portfolio in accordance with the applicable Servicing Contract and all applicable HUD, Fannie Mae , Freddie Mac and Investor requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage _____________ Fannie Mae – based on market data for similar Mortgage Loans or Mezzanine Investments and such other criteria as Lender deems appropriate in its sole discretion. "Fannie Mae " means Fannie Mae, a corporation created under the laws of the United States, and any successor corporation or other entity. "FHA" means _____________ Fannie Mae – data for similar Mortgage Loans or Mezzanine Investments and such other criteria as Lender deems appropriate in its sole discretion. "Fannie Mae" means Fannie Mae , a corporation created under the laws of the United States, and any successor corporation or other entity. "FHA" means the Federal Housing _____________ Fannie Mae – under those statutory provisions, as amended, and any subsequent or successor federal income tax law or laws, rules, regulations and interpretations. "Investor" means Fannie Mae , Freddie Mac or a financially responsible private institution that Lender deems acceptable, in its sole discretion, to issue Purchase Commitments with respect _____________ dt 702339 ; Bank One Bank One, NA ( Financial ) As referenced in this Security Agreement: Bank One, Na – specified for that Advance in Exhibit H. "Balance Funding Credit" has the meaning set forth in Section 3.1(b). "Bank One" means Bank One, Na tional Association, or any successor bank. "Bank One Prime Rate" means, as of any date of determination, the highest prime rate quoted by _____________ dt 703091 ;	Freddie Mac Freddie Mac ( Consumer Financial Services ) As referenced in this Security Agreement: Freddie Mac – financial condition of Borrower as Lender may reasonably request, including copies of any audits, if any, completed by HUD, Ginnie Mae, Fannie Mae, Freddie Mac and any rating agency. 7.2 (i) From time to time, with reasonable promptness, such further information regarding the business, operations, properties or _____________ Freddie Mac – serviced pursuant to Servicing Contracts included in the Servicing Portfolio in accordance with the applicable Servicing Contract and all applicable HUD, Fannie Mae, Freddie Mac and Investor requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. Borrower will _____________ "Freddie Mac" – the mortgagor or other obligor with respect to such Mortgage Loan, enforceable against such mortgagor or other obligor in accordance with its terms. "Freddie Mac" means Freddie Mac, a corporation created under the laws of the United States, and any successor corporation or other entity. Dated: 7/ _____________ Freddie Mac, – other obligor with respect to such Mortgage Loan, enforceable against such mortgagor or other obligor in accordance with its terms. "Freddie Mac" means Freddie Mac, a corporation created under the laws of the United States, and any successor corporation or other entity. Dated: 7/1/2003 Amended: _____________ Freddie Mac – statutory provisions, as amended, and any subsequent or successor federal income tax law or laws, rules, regulations and interpretations. "Investor" means Fannie Mae, Freddie Mac or a financially responsible private institution that Lender deems acceptable, in its sole discretion, to issue Purchase Commitments with respect to a particular _____________ dt 687286 ; Arbor Realty Limited Partnership; Residential Funding Corporation
Preview Full Doc	2003	Non-Competition Agreement Non-Competition Agreement (19K) Doc #334350: Click preview link for longer preview. NON-COMPETITION AGREEMENT This NON-COMPETITION AGREEMENT (this "Agreement") is made and entered into as of July 1, 2003, by and among Arbor Realty Trust, Inc., a Maryland corporation (the "REIT"), Arbor Realty Limited Partnership, a Delaware limited partnership of which the REIT holds a general partner and a limited partner interest through wholly owned subsidiaries (the "Operating Partnership", together with the REIT, the "Company"), and Ivan Kaufman (the "Executive"). Capitalized terms not defined herein shall have the meanings ascribed to them in that certain Management and Advisory Agreement, dated as of July 1, 2003, by and between Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), and the Company (the "Management Agreement"). WHEREAS, the Executive is the chief executive officer and chairman of the Board of Directors of the REIT and president and chief executive officer of ACM; and WHEREAS, pursuant to the Management Agreement, ACM will manage and advise the Company and provide a dedicated management team, including the Executive, to provide the management services to the Company, and the Executive is willing to provide the management services to the Company; and WHEREAS, the Company desires to have the Executive enter into this Agreement in order to protect the Company from unfair competition, and the Executive is willing to enter into this Agreement in order to induce the Company to permit the Executive to participate in the Company's 2003 Omnibus Stock Incentive Plan. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company and the Executive, the parties hereto agree as follows: 1. Non-Solicitation and Non-Competition. During the term of this Agreement, (a) the Executive shall not, directly or indirectly, on the Executive's own behalf or on behalf of any other Person, solicit, induce, encourage or attempt to solicit or induce any employee of the Company or its subsidiaries to terminate, alter or cease his, her or its relationship with the Company or its subsidiaries for any purpose; the Executive shall not, directly or indirectly, on the Executive's own behalf or on behalf of any other Person, solicit, induce, encourage or attempt to solicit or induce any employee of ACM or its subsidiaries to terminate, alter or cease his, her or its relationship with ACM or its subsidiaries for the purpose of employing such employee in a business that solicits or intends to solicit Company Target Investments; (b) the Executive shall not, except as pursuant to the Management Agreement, directly or indirectly, on the Executive's own behalf or on behalf of any other {PAGE} Person, solicit, induce, divert, appropriate or attempt to solicit, induce, 334350	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Non-Competition Agreement: Arbor Realty Trust, – NON-COMPETITION AGREEMENT {TEXT} {PAGE} EXHIBIT 10.3 NON-COMPETITION AGREEMENT This NON-COMPETITION AGREEMENT (this "Agreement") is made and entered into as of July 1, 2003, by and among Arbor Realty Trust, Inc., a Maryland corporation (the "REIT"), Arbor Realty Limited Partnership, a Delaware limited partnership of which the REIT holds a general partner and a limited partner interest through wholly _____________ Arbor Realty Trust, – 4 {PAGE} against answerback, or (d) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: 5 {PAGE} If to the REIT or the Arbor Realty Trust, Inc. Operating Partnership: 333 Earle Ovington Boulevard, Suite 900 Uniondale, New York 11553 Attention: Chairman of the Board of Directors Facsimile: (516) 832-8043 If to the Executive: Ivan _____________ Arbor Realty Trust, – majority of the Independent Directors. [NO FURTHER TEXT ON THIS PAGE] 7 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Arbor Realty Trust, Inc., a Maryland corporation By: /s/ Frederick C. Herbst ---------------------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer, Treasurer and Secretary Arbor Realty Limited Partnership, a Delaware liability partnership By: _____________ dt 1389413
Preview Full Doc	2003	Omnibus Stock Incentive Plan [2003] Omnibus Stock Incentive Plan [2003] (19K) Doc #177157: Click preview link for longer preview. ARBOR REALTY TRUST, INC. 2003 OMNIBUS STOCK INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS. The name of this plan is the Arbor Realty Trust, Inc. 2003 Omnibus Stock Incentive Plan (the "Plan"). The Plan was adopted by the Board (defined below) on June 25, 2003 and approved by the stockholders of the Company (defined below) on July 1, 2003. The purpose of the Plan is to enable the Company to attract and retain highly qualified personnel who will contribute to the Company's success and to provide incentives to Participants (defined below) that are linked directly to stockholder value and will therefore inure to the benefit of all stockholders of the Company. For purposes of the Plan, the following terms shall be defined as set forth below: (a) "Administrator" means the Board, or if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 2 below. (b) "Award" means any award under the Plan. (c) "Award Agreement" means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms and conditions of the Award. (d) "Board" means the Board of Directors of the Company. (e) "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. (f) "Committee" means any committee the Board may appoint to administer the Plan. If at any time or to any extent the Board shall not administer the {PAGE} Plan, then the functions of the Board specified in the Plan shall be exercised by the Committee. (g) "Common Stock" means the common stock, par value $.01 per share, of the Company. (h) "Company" means Arbor Realty Trust, Inc., a Maryland corporation (or any successor corporation). (i) "Disability" means the inability of a Participant to perform substantially his or her duties and responsibilities to the Company or to any Parent or Subsidiary by reason of a physical or mental disability or infirmity (i) for a continuous period of six months, or (ii) at such earlier time as the Participant submits medical evidence satisfactory to the Administrator that the Participant has a physical or mental disability or infirmity that will likely prevent the Participant from returning to the performance of the Participant's work duties for six months or longer. The date of such Disability shall be the last day of such six-month period or the day on which the Participant submits such satisfactory medical evidence, as the case may be. (j) "Eligible Recipient" means an officer, director, employee, consultant (including employees of the Manager who provide services to the Company) or advisor of the Company or of any Parent or Subsidiary. (k) "Fair Market Value" as of a particular date shall mean the fair market value of a share of Common Stock as determined by the Administrator in its sole discretion; provided, however, that (i) if the Common Stock is admitted to trading on a national securities exchange, fair market value of a share of Common Stock on any date shall be the closing sale price reported for such share on such exchange on such date or, if no sale was reported on such date, on the last date preceding such date on which a sale was reported, (ii) if the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation ("Nasdaq") System or other comparable quotation system and has been designated as a National Market System ("NMS") security, fair market value of a share of Common Stock on any date shall be the closing sale price reported for such share on such system on such date or, if no sale was reported on such date, on the last date preceding such date on which a sale was reported, or (iii) if the Common Stock is admitted to quotation on the Nasdaq System but has not been designated as an NMS security, fair market value of a share of Common Stock on any date shall be the average of the highest bid and lowest asked prices of such share on such system 177157	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Omnibus Stock Incentive Plan [2003]: ARBOR REALTY TRUST, – {DOCUMENT} {TYPE}EX-10.8 {SEQUENCE}18 {FILENAME}y90410exv10w8.txt {DESCRIPTION}2003 OMNIBUS STOCK INCENTIVE PLAN {TEXT} {PAGE} EXHIBIT 10.8 ARBOR REALTY TRUST, INC. 2003 OMNIBUS STOCK INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS. The name of this plan is the Arbor Realty _____________ Arbor Realty Trust, – ARBOR REALTY TRUST, INC. 2003 OMNIBUS STOCK INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS. The name of this plan is the Arbor Realty Trust, Inc. 2003 Omnibus Stock Incentive Plan (the "Plan"). The Plan was adopted by the Board (defined below) on June 25, 2003 and _____________ Arbor Realty Trust, – be exercised by the Committee. (g) "Common Stock" means the common stock, par value $.01 per share, of the Company. (h) "Company" means Arbor Realty Trust, Inc., a Maryland corporation (or any successor corporation). (i) "Disability" means the inability of a Participant to perform substantially his or her _____________ dt 117254
Preview Full Doc	2004	Opinion Letter Re: Certain Federal Income Tax Matters Opinion Letter Re: Certain Federal Income Tax Matters (9K) Doc #334313: Click preview link for longer preview. July 9, 2004 Arbor Realty Trust, Inc. 333 Earle Ovington Blvd - Suite 900 Uniondale, NY 11553 Re: Certain Federal Income Tax Matters ---------------------------------- Ladies and Gentlemen: You have requested our opinion concerning certain Federal income tax considerations in connection with a secondary offering (the "Offering"), from time to time, of up to 9,594,498 shares of common stock of Arbor Realty Trust, Inc., a Maryland corporation ("Arbor"), $.01 par value per share ("Common Stock"), pursuant to a Registration Statement on Form S-11 (No. 333-116223) filed with the Securities and Exchange Commission, as amended through the date hereof (the "Registration Statement"). We have acted as tax counsel to Arbor in connection with the Offering, and we have assisted in the preparation of the Registration Statement and certain other documents. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and such other documentation and information provided by you as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In addition, you have provided us with, and we are relying upon, a certificate containing certain factual representations and covenants of an officer of Arbor (the "Officer's Certificate") relating to, among other things, the actual and proposed operations of Arbor, and the entities in which it holds a direct or indirect interest (collectively, the "Company"). For purposes of our opinion, we have not made an independent investigation of the facts, representations and covenants set forth in the Officer's Certificate, the 334313	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Arbor Realty Trust, – TYPE}EX-8.1 {SEQUENCE}3 {FILENAME}y93786a1exv8w1.txt {DESCRIPTION}OPINION OF SKADDEN ARPS LLP {TEXT} {PAGE} Exhibit 8.1 July 9, 2004 Arbor Realty Trust, Inc. 333 Earle Ovington Blvd - Suite 900 Uniondale, NY 11553 Re: Certain Federal Income Tax Matters ---------------------------------- Ladies and Gentlemen: You have requested _____________ Arbor Realty Trust, – in connection with a secondary offering (the "Offering"), from time to time, of up to 9,594,498 shares of common stock of Arbor Realty Trust, Inc., a Maryland corporation ("Arbor"), $.01 par value per share ("Common Stock"), pursuant to a Registration Statement on Form S-11 (No. _____________ Arbor Realty Trust, – that the information presented in the Officer's Certificate, Registration Statement and other documents, or otherwise furnished to us, accurately and completely {PAGE} Arbor Realty Trust, Inc. July 9, 2004 Page 2 describe all material facts relevant to our opinion. No facts have come to our attention, however, _____________ Arbor Realty Trust, – laws of any jurisdiction other than the Federal laws of the United States of America to the extent specifically referred to herein. {PAGE} Arbor Realty Trust, Inc. July 9, 2004 Page 3 Based on the foregoing, we are of the opinion that: a. Commencing with Arbor's initial _____________ Arbor Realty Trust, – 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission. This opinion is expressed as {PAGE} Arbor Realty Trust, Inc. July 9, 2004 Page 4 of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes _____________ dt 691506 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: SKADDEN ARPS – {DOCUMENT} {TYPE}EX-8.1 {SEQUENCE}3 {FILENAME}y93786a1exv8w1.txt {DESCRIPTION}OPINION OF SKADDEN ARPS LLP {TEXT} {PAGE} Exhibit 8.1 July 9, 2004 Arbor Realty Trust, Inc. 333 Earle Ovington Blvd - Suite 900 Uniondale, NY 11553 Re: _____________ Skadden, Arps – transaction described herein. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to Skadden, Arps , Slate, Meagher & Flom LLP under the captions "Federal Income Tax Considerations" and "Legal Matters" in the Registration Statement. In giving this consent, _____________ Skadden, Arps – any subsequent changes in the matters stated, represented, or assumed herein, or of any subsequent changes in applicable law. Very truly yours, /s/ Skadden, Arps , Slate, Meagher & Flom LLP {/TEXT} {/DOCUMENT} _____________ dt 696162
Preview Full Doc	2004	Opinion Letter Re: Certain Federal Income Tax Matters Opinion Letter Re: Certain Federal Income Tax Matters (9K) Doc #334323: Click preview link for longer preview. April 1, 2004 Arbor Realty Trust, Inc. 333 Earle Ovington Blvd - Suite 900 Uniondale, NY 11553 Re: Certain Federal Income Tax Matters ---------------------------------- Ladies and Gentlemen: You have requested our opinion concerning certain Federal income tax considerations in connection with the offering (the "Offering") of common stock of Arbor Realty Trust, Inc., a Maryland corporation ("Arbor"), $.01 par value per share ("Common Stock"), pursuant to a Registration Statement on Form S-11 (No. 333-110472) filed with the Securities and Exchange Commission, as amended through the date hereof (the "Registration Statement"). We have acted as tax counsel to Arbor in connection with the Offering, and we have assisted in the preparation of the Registration Statement and certain other documents. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and such other documentation and information provided by you as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In addition, you have provided us with, and we are relying upon, a certificate containing certain factual representations and covenants of an officer of Arbor (the "Officer's Certificate") relating to, among other things, the actual and proposed operations of Arbor, and the entities in which it holds a direct or indirect interest (collectively, the "Company"). For purposes of our opinion, we have not made an independent investigation of the facts, representations and covenants set forth in the Officer's Certificate, the Registration Statement, or in any other document. In particular, we note that 334323	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: Arbor Realty Trust, – 1 {SEQUENCE}3 {FILENAME}x90410a5exv8w1.txt {DESCRIPTION}OPINION OF SKADDEN ARPS SLATE MEAGHER & FLOM LLP {TEXT} {PAGE} EXHIBIT 8.1 April 1, 2004 Arbor Realty Trust, Inc. 333 Earle Ovington Blvd - Suite 900 Uniondale, NY 11553 Re: Certain Federal Income Tax Matters ---------------------------------- Ladies and Gentlemen: You have requested _____________ Arbor Realty Trust, – Gentlemen: You have requested our opinion concerning certain Federal income tax considerations in connection with the offering (the "Offering") of common stock of Arbor Realty Trust, Inc., a Maryland corporation ("Arbor"), $.01 par value per share ("Common Stock"), pursuant to a Registration Statement on Form S-11 (No. _____________ Arbor Realty Trust, – otherwise furnished to us, accurately and completely describe all material facts relevant to our opinion. No facts have come to our attention, {PAGE} Arbor Realty Trust, Inc. April 1, 2004 Page 2 however, that would cause us to question the accuracy and completeness of such facts or documents _____________ Arbor Realty Trust, – laws of any jurisdiction other than the Federal laws of the United States of America to the extent specifically referred to herein. {PAGE} Arbor Realty Trust, Inc. April 1, 2004 Page 3 Based on the foregoing, we are of the opinion that: a. Commencing with Arbor's initial _____________ Arbor Realty Trust, – the Commission. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent {PAGE} Arbor Realty Trust, Inc. April 1, 2004 Page 4 changes in the matters stated, represented, or assumed herein, or of any subsequent changes in applicable _____________ dt 691522 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Opinion Letter Re: Certain Federal Income Tax Matters: SKADDEN ARPS – {DOCUMENT} {TYPE}EX-8.1 {SEQUENCE}3 {FILENAME}x90410a5exv8w1.txt {DESCRIPTION}OPINION OF SKADDEN ARPS SLATE MEAGHER & FLOM LLP {TEXT} {PAGE} EXHIBIT 8.1 April 1, 2004 Arbor Realty Trust, Inc. 333 Earle Ovington Blvd - Suite 900 Uniondale, _____________ Skadden, Arps – in applicable law. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to Skadden, Arps , Slate, Meagher & Flom LLP under the captions "Federal Income Tax Considerations" and "Legal Matters" in the Registration Statement. In giving this consent, _____________ Skadden, Arps – Page 4 changes in the matters stated, represented, or assumed herein, or of any subsequent changes in applicable law. Very truly yours, /s/ Skadden, Arps , Slate, Meagher & Flom LLP ------------------------- {/TEXT} {/DOCUMENT} _____________ dt 696164
Preview Full Doc	2003	Pairing Agreement Pairing Agreement (16K) Doc #176469: Click preview link for longer preview. PAIRING AGREEMENT THIS PAIRING AGREEMENT (this "Agreement") is made and entered into as of July 1, 2003, by and among Arbor Realty Trust, Inc., a Maryland corporation (the "REIT"), Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty LPOP, Inc., a Delaware corporation ("LP"), Arbor Realty GPOP, Inc., a Delaware corporation ("GP"), and Arbor Realty Limited Partnership, a Delaware limited partnership (the "OP"). WHEREAS, concurrently with the execution of this Agreement, the REIT will file Articles Supplementary (the "Articles Supplementary") to its charter (as supplemented by the Articles Supplementary, the "REIT Charter") with the State Department of Assessments and Taxation of Maryland whereby the REIT will reclassify and designate 5,000,000 shares of its Preferred Stock as shares of Special Voting Preferred Stock, par value $0.01 per share (the "Special Voting Stock"); WHEREAS, concurrently with the execution of this Agreement, ACM and the OP are entering into a Contribution Agreement pursuant to which ACM will transfer certain assets and related liabilities to the OP and, in exchange therefor, the OP will issue to ACM (i) 3,146,724 operating partnership units of the OP (the "Initial OP Units") and (ii) 629,345 warrants (the "ACM Warrants"), which entitle the holders to purchase additional operating partnership units of the OP (the "Warrant OP Units" and, together with the Initial OP Units, the "Paired Common Units"); WHEREAS, concurrently with the issuance of the Initial OP Units, the REIT will issue to ACM 3,146,724 shares of Special Voting Stock and, upon the exercise of each ACM Warrant, the REIT will issue to the holder thereof a number of shares of Special Voting Stock equal to the number of Warrant OP Units issued by the OP in connection with the exercise of such ACM Warrant; WHEREAS, the REIT Charter provides that the REIT shall not issue or agree to issue any shares of Special Voting Stock unless effective provision has been made for the simultaneous issuance by the OP of the same number of operating partnership units of the OP, and for the pairing of such shares of Special Voting Stock and operating partnership units; WHEREAS, the OP and the REIT wish to enter into this Agreement for the purpose of further effectuating the pairing of shares of Special Voting Stock 176469	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Pairing Agreement: Arbor Realty Trust, – EXHIBIT 10.7 PAIRING AGREEMENT THIS PAIRING AGREEMENT (this "Agreement") is made and entered into as of July 1, 2003, by and among Arbor Realty Trust, Inc., a Maryland corporation (the "REIT"), Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty LPOP, Inc., a _____________ ARBOR REALTY TRUST, – WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first written above. ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst --------------------------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer, Treasurer and Secretary ARBOR REALTY LIMITED PARTNERSHIP By: _____________ dt 117253 ; Arbor Commercial Mortgage, LLC;	Arbor Realty LPOP, Inc.
Preview Full Doc	2003	Pairing Agreement Pairing Agreement (16K) Doc #334354: Click preview link for longer preview. PAIRING AGREEMENT THIS PAIRING AGREEMENT (this "Agreement") is made and entered into as of July 1, 2003, by and among Arbor Realty Trust, Inc., a Maryland corporation (the "REIT"), Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty LPOP, Inc., a Delaware corporation ("LP"), Arbor Realty GPOP, Inc., a Delaware corporation ("GP"), and Arbor Realty Limited Partnership, a Delaware limited partnership (the "OP"). WHEREAS, concurrently with the execution of this Agreement, the REIT will file Articles Supplementary (the "Articles Supplementary") to its charter (as supplemented by the Articles Supplementary, the "REIT Charter") with the State Department of Assessments and Taxation of Maryland whereby the REIT will reclassify and designate 5,000,000 shares of its Preferred Stock as shares of Special Voting Preferred Stock, par value $0.01 per share (the "Special Voting Stock"); WHEREAS, concurrently with the execution of this Agreement, ACM and the OP are entering into a Contribution Agreement pursuant to which ACM will transfer certain assets and related liabilities to the OP and, in exchange therefor, the OP will issue to ACM (i) 3,146,724 operating partnership units of the OP (the "Initial OP Units") and (ii) 629,345 warrants (the "ACM Warrants"), which entitle the holders to purchase additional operating partnership units of the OP (the "Warrant OP Units" and, together with the Initial OP Units, the "Paired Common Units"); WHEREAS, concurrently with the issuance of the Initial OP Units, the REIT will issue to ACM 3,146,724 shares of Special Voting Stock and, upon the exercise of each ACM Warrant, the REIT will issue to the holder thereof a number of shares of Special Voting Stock equal to the number of Warrant OP Units issued by the OP in connection with the exercise of such ACM Warrant; WHEREAS, the REIT Charter provides that the REIT shall not issue or agree to issue any shares of Special Voting Stock unless effective provision has been made for the simultaneous issuance by the OP of the same number of operating partnership units of the OP, and for the pairing of such shares of Special Voting Stock and operating partnership units; WHEREAS, the OP and the REIT wish to enter into this Agreement for the purpose of further effectuating the pairing of shares of Special Voting Stock and the {PAGE} Paired Common Units (the "Pairing"), including the establishment of the terms and conditions which will govern the issuance and the transfer of the shares of Special Voting Stock and the Paired Common Units. NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, the parties hereto agree as follows: 1. Transfer of Shares. Commencing on the date hereof and continuing until 334354	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Pairing Agreement: Arbor Realty Trust, – EXHIBIT 10.7 PAIRING AGREEMENT THIS PAIRING AGREEMENT (this "Agreement") is made and entered into as of July 1, 2003, by and among Arbor Realty Trust, Inc., a Maryland corporation (the "REIT"), Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), Arbor Realty LPOP, Inc., a _____________ ARBOR REALTY TRUST, – WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first written above. ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst --------------------------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer, Treasurer and Secretary ARBOR REALTY LIMITED PARTNERSHIP By: _____________ dt 691562
Preview Full Doc	2005	Participation and Servicing Agreement Participation and Servicing Agreement (80K) Doc #1204638: Click preview link for longer preview. <DESCRIPTION>PARTICIPATION AGREEMENT FINAL <TEXT> PARTICIPATION AND SERVICING AGREEMENT THIS PARTICIPATION AND SERVICING AGREEMENT (this "Agreement") dated as of the 8th day of December, 2005 by and between ARBOR REALTY FUNDING LLC, having an address at 333 Ovington Boulevard, Uniondale, New York 11533 (together with its successors and assigns as holder of the Senior Participation Interest, "Senior Participant"), and FT-TOY LLC, . . . 1204638	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Participation and Servicing Agreement: Arbor Realty Trust, – such term in the recitals. "Repurchase Agreement" shall mean that certain First Amended and Restated Loan Purchase and Repurchase Agreement, dated as of July 12, 2004, among Senior Participant, Wachovia, Arbor Realty Trust, Inc., Arbor Realty Limited Partnership and Arbor Realty SR, Inc. as amended by that certain First Amendment to First Amended and Restated Loan Purchase and Repurchase Agreement, dated as _____________ dt 1389415 ; First Union RE First Union Real Estate & Mortgage Investments ( Real Estate ) ;	Column Financial Column Financial, Inc. ( Financial ) As referenced in this Participation and Servicing Agreement: Column Financial, Inc – the Junior Participation Interest, "Junior Participant"). RECITALS: A. Pursuant to that certain Fourth Mezzanine Loan Agreement dated as of July 28, 2005 (as amended, modified or supplemented, the "Loan Agreement"), Column Financial, Inc . ("Column") originated that certain mezzanine loan in the original principal sum of $60,000,000.00 (the "Loan") to 200 Fifth Mezz Four LLC (the "Borrower"), which Loan is ( _____________ Column Financial, Inc – to a mezzanine loan in the original principal amount of $_______________, evidenced by a certain Promissory Note dated as of_________ __, 200_, made by ________________________, as maker, in favor of Column Financial, Inc ., as payee. All of the terms, provisions, covenants and conditions of the agreement between Senior Participant and Junior Participant regarding the Junior Participation Interest are set forth in the _____________ dt 1416644 ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Participation and Servicing Agreement: Wachovia Bank, Na – all of its obligations. "Taxes" shall have the meaning assigned to such term in Section 19. "Transfer" shall have the meaning assigned such term in Section 12. "Wachovia" shall mean Wachovia Bank, Na tional Association. 2. Purchase of the Junior Participation Interests; Payments to Senior Participant and Junior Participant. (a) Junior Participant hereby purchases the Junior Participation Interest from Senior Participant for the _____________ dt 1386861
Preview Full Doc	2003	Registration Rights Agreement Registration Rights Agreement (75K) Doc #334347: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-4.5 {SEQUENCE}10 {FILENAME}y90410exv4w5.txt {DESCRIPTION}REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} EXHIBIT 4.5 EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ARBOR REALTY TRUST, INC. AND JMP SECURITIES LLC {PAGE} REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of July 1, 2003, by and between ARBOR REALTY TRUST, INC., a Maryland corporation (the "Company") and JMP SECURITIES LLC, a Delaware limited liability company ("JMP"), for the benefit of (i) JMP and purchasers from JMP as initial purchaser under the Purchase/Placement Agreement (as defined below) of units of the Company (the "Units"), each of which consists of five (5) shares of the Company's $.01 par value per share common stock ("Common Stock") and one warrant (each a "Warrant" or collectively the "Warrants") to purchase a share of Common Stock; (ii) the participants ("Participants") in the private placement by the Company of the Units; and (iii) each of their respective direct and indirect transferees. This Agreement is made pursuant to the Purchase/Placement Agreement (the "Purchase/Placement Agreement"), dated June 26, 2003, by and between the Company, Arbor Realty Limited Partnership, Arbor Commercial Mortgage, LLC and JMP. In order to induce JMP to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to JMP, the Participants and their direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement. The parties hereby agree as follows: 1. DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: Additional Dividends: As defined in Section 5(d) hereof. Affiliate: As to any specified Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such other Person and (ii) any executive officer, director, trustee or general partner of such Person. Business Day: With respect to any act to be performed hereunder, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York or other applicable place where such act is to occur are authorized or obligated by applicable law, regulation or executive order to close. Commission: The Securities and Exchange Commission. Common Stock: As defined in the preamble. Company: As defined in the preamble. Controlling Person: As defined in Section 6(a) hereof. {PAGE} End Of Suspension Notice: As defined in Section 5(b) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto. Holder: Each record owner of any Registrable Securities from time to time, including JMP and its Affiliates. Indemnified Party: As defined in Section 6(c) hereof. Indemnifying Party: As defined in Section 6(c) hereof. Ipo Registration Statement: As defined in Section 2 hereof. Liabilities: As defined in Section 6(a) hereof. NASD: The National Association of Securities Dealers, Inc. Participants: As defined in the preamble. Partnership Units: As defined in the preamble. Person: An individual, partnership, corporation, trust, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity. Proceeding: An action, claim, suit or proceeding (including without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or, to the knowledge of the Person subject thereto, threatened. Prospectus: The prospectus included in any Registration Statement, including any preliminary prospectus, and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus. Purchaser Indemnitee: As defined in Section 6(a) hereof. Purchase/Placement Agreement: As defined in the preamble. Registrable Securities: All or any portion of the Units, the shares of Common Stock comprising the Units, the Warrants, and the shares of Common Stock underlying the Warrants issued from time to time upon original issuance thereof and at all times subsequent thereto, including upon the transfer thereof by the original Holder or any subsequent Holder and any securities issued in respect of such securities by reason of or in connection with any exchange for or replacement of such securities or any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection {PAGE} with any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Stock, until, in the case of any such securities, the earliest to occur of (a) the date on which it has been registered effectively pursuant to the Securities Act and disposed of in accordance with the Registration Statement relating to it, (b) the date on which either it is distributed to the public pursuant to Rule 144 or is saleable pursuant to Rule 144(k) promulgated by the Commission pursuant to the Securities Act or (c) the date on which it is sold to the Company. Registration Default: As defined in Section 5(d) hereof. Registration Expenses: Any and all expenses incident to the performance of or compliance with this Agreement, including, without limitation: (i) all Commission, securities exchange, NASD registration, listing, inclusion and filing fees, (ii) all fees and expenses incurred in connection with compliance with international, federal or state securities or blue sky laws (including, without limitation, any registration, listing and filing fees and reasonable fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Securities and the preparation of a blue sky memorandum and compliance with the rules of the NASD), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Securities on any securities exchange or The Nasdaq Stock Market pursuant to Section 4(n) of this Agreement, (v) the fees and disbursements of counsel for the Company and of the independent public accountants (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), and reasonable fees and disbursements of one counsel for the selling Holders and (vi) any fees and disbursements customarily paid in issues and sales of securities (including the fees and expenses of any experts retained by the Company in connection with any Registration Statement), but excluding brokers' or underwriters' discounts and commissions, if any, relating to the sale or disposition of Registrable Securities by a Holder. Registration Statement: Any registration statement of the Company that covers the resale of Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective 334347	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Registration Rights Agreement: ARBOR REALTY TRUST, – SEQUENCE}10 {FILENAME}y90410exv4w5.txt {DESCRIPTION}REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} EXHIBIT 4.5 EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ARBOR REALTY TRUST, INC. AND JMP SECURITIES LLC {PAGE} REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of _____________ ARBOR REALTY TRUST, – PAGE} REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of July 1, 2003, by and between ARBOR REALTY TRUST, INC., a Maryland corporation (the "Company") and JMP SECURITIES LLC, a Delaware limited liability company ("JMP"), for the benefit of (i) JMP _____________ ARBOR REALTY TRUST, – 2 or 9 of this Agreement. {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst --------------------------- Frederick C. Herbst Chief Financial Officer JMP SECURITIES LLC By: /s/ Carter D. Mack --------------------------- Carter D. _____________ dt 691554
Preview Full Doc	2003	Registration Rights Agreement Registration Rights Agreement (61K) Doc #334353: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ARBOR REALTY TRUST, INC. AND ARBOR COMMERCIAL MORTGAGE, LLC {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} 1. CERTAIN DEFINITIONS............................................................................... 3 2. DEMAND REGISTRATIONS.............................................................................. 5 (a) Right to Request Registration.............................................................. 5 (b) Number of Demand Registrations............................................................. 5 (c) Priority on Demand Registrations........................................................... 5 (d) Restrictions on Demand Registrations....................................................... 6 (e) Selection of Underwriters.................................................................. 7 (f) Other Registration Rights.................................................................. 7 (g) Effective Period of Demand Registrations................................................... 7 3. PIGGYBACK REGISTRATIONS........................................................................... 7 (a) Right to Piggyback......................................................................... 7 (b) Priority on Primary Registrations.......................................................... 8 (c) Priority on Secondary Registrations........................................................ 8 (d) Selection of Underwriters.................................................................. 8 (e) Other Registrations........................................................................ 8 4. SHELF REGISTRATIONS............................................................................... 8 5. HOLDBACK AGREEMENT................................................................................ 9 6. REGISTRATION PROCEDURES........................................................................... 10 7. REGISTRATION EXPENSES............................................................................. 13 8. INDEMNIFICATION................................................................................... 14 9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS....................................................... 16 10. RULE 144.......................................................................................... 16 11. MISCELLANEOUS..................................................................................... 16 (a) Notices.................................................................................... 16 (b) No Waivers................................................................................. 17 (c) Expenses................................................................................... 17 (d) Successors and Assigns..................................................................... 17 (e) Governing Law.............................................................................. 17 {/TABLE} i {PAGE} {TABLE} {S} {C} (f) Jurisdiction............................................................................... 18 (g) Waiver of Jury Trial....................................................................... 18 (h) Counterparts; Effectiveness................................................................ 18 (i) Entire Agreement........................................................................... 18 (j) Captions................................................................................... 18 (k) Severability............................................................................... 18 (l) Amendments................................................................................. 19 (m) Aggregation of Stock....................................................................... 19 (n) Equitable Relief........................................................................... 19 {/TABLE} ii {PAGE} REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT is made and entered into as of July 1, 2003, between Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), and Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"). In consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 1. CERTAIN DEFINITIONS. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings: "Affiliate" of any Person means any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Agreement" means this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference becomes operative. "Business Day" means any day on which commercial banks are open for business in New York, New York. "Common Stock" means common stock, par value $.01 per share, of the Company. "Contribution Agreement" means the contribution agreement, dated as of July 1, 2003, by and among ACM, the Company, and Arbor Realty Limited Partnership, a Delaware limited partnership (the "Operating Partnership"). "Conversion Shares" means any of the shares of Common Stock issuable upon redemption of the Partnership Units. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Holder" means any holder of record of Registrable Common Stock (as defined below) and any transferees of such Registrable Common Stock from such Holders. For purposes of this Agreement, the Company may deem and treat the registered holder of Registrable Common Stock as the Holder and absolute owner thereof, and the Company shall not be affected by any notice to the contrary. {PAGE} "Partnership Units" means operating partnership units of the Operating Partnership. "Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof) or any other entity. "Prospectus" means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Common Stock covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses. "Redemption Date" shall have the meaning set forth in the Operating Partnership Agreement. "Registrable Common Stock" means the Conversion Shares upon original issuance thereof and at all times subsequent thereto, including upon the transfer thereof by the original Holder or any subsequent Holder and any securities issued in respect of such securities by reason of or in connection with any exchange for or replacement of such securities or any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Stock, until, in the case of any such securities, the earliest to occur of (i) the date on which it has been registered effectively pursuant to the Securities Act and disposed of in accordance with the Registration Statement relating to it or (ii) the date on which either it is distributed to the public pursuant to Rule 144 or is saleable pursuant to Rule 144(k) promulgated by the Commission pursuant to the Securities Act. All references herein to a "Holder" or "Holder of Registrable Common Stock" shall include the holder or holders of Partnership Units to the extent of the Conversion Shares then underlying such Partnership Units. For purposes of determining the number of shares of Registrable Common Stock held by a Holder and the number of shares of Registrable Common Stock outstanding, for purposes of this Agreement (including the definition of "Holder") but not for any other purpose, any holder of record of Partnership Units shall be deemed to be a Holder of the number of Conversion Shares issuable upon conversion of such Partnership Units and all such Conversion Shares shall be deemed to be outstanding shares of Registrable Common Stock. "Registration Statement" means any registration statement of the Company which covers any of the Registrable Common Stock pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement. 4 {PAGE} "Rule 415" means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Shelf Registration Statement" shall have the meaning set forth in Section 4 hereof. "underwritten registration or underwritten offering" means a registration in which securities of the Company are sold to underwriters for reoffering to the public. 2. DEMAND REGISTRATIONS. (a) Right to Request Registration. Any time after the Redemption Date any Holder or Holders who together hold a majority of the Registrable Common Stock ("Initiating Holders") may request registration under the 334353	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Registration Rights Agreement: ARBOR REALTY TRUST, – EX-10.6 {SEQUENCE}16 {FILENAME}y90410exv10w6.txt {DESCRIPTION}REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ARBOR REALTY TRUST, INC. AND ARBOR COMMERCIAL MORTGAGE, LLC {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} 1. CERTAIN DEFINITIONS............................................................................... 3 2. DEMAND REGISTRATIONS.............................................................................. 5 (a) _____________ Arbor Realty Trust, – Relief........................................................................... 19 {/TABLE} ii {PAGE} REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT is made and entered into as of July 1, 2003, between Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), and Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"). In consideration of the _____________ Arbor Realty Trust, – other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given, If to the Company: Arbor Realty Trust, Inc. 333 Earle Ovington Boulevard Suite 900 Attention: Frederick C. Herbst 16 {PAGE} Uniondale, New York 11553 Facsimile No.: (516) 832-8043 _____________ ARBOR REALTY TRUST, – WITNESS WHEREOF, this Registration Rights Agreement has been duly executed by each of the parties hereto as of the date first written above. ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst ---------------------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer, Treasurer and Secretary ARBOR COMMERCIAL MORTGAGE, LLC By: / _____________ dt 691560 ; Alston & Bird Alston & Bird LLP ( Legal ) As referenced in this Registration Rights Agreement: Alston & Bird – Ovington Boulevard Suite 900 Attention: Frederick C. Herbst 16 {PAGE} Uniondale, New York 11553 Facsimile No.: (516) 832-8043 with a copy to: Alston & Bird LLP 601 Pennsylvania Avenue, N.W. North Building, 10th Floor Washington, D.C. 20004-2601 Attention: Jonathan H. Talcott, Esq. Facsimile No.(202) _____________ dt 695379 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Registration Rights Agreement: Skadden, Arps – Holder, to the address of such Holder set forth in the transfer documentation provided to the Company; in each case with copies to: Skadden, Arps , Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 Attention: David Goldschmidt, Esq. Facsimile No.: (212) 735-2000 _____________ dt 696165
Preview Full Doc	2003	Restricted Stock Agreement [Form] Restricted Stock Agreement [Form] (38K) Doc #334356: Click preview link for longer preview. FORM OF RESTRICTED STOCK AGREEMENT PURSUANT TO THE ARBOR REALTY TRUST, INC. 2003 OMNIBUS STOCK INCENTIVE PLAN THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made by and between [Insert Name of Grantee] ("Grantee") and Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), as of [Insert Date of Agreement]. WHEREAS, Grantee is currently [a director of the Company] [an executive officer of the Company] [an employee of the Company] [an employee of Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM"), who provides consulting services to the Company that are not in connection with the offer or sale of securities in a capital raising transaction or promoting or maintaining a market for securities of the Company (a "Consultant") pursuant to the terms of that certain Management Agreement, dated as of July 1, 2003 (the "Management Agreement"), by and among the Company, Arbor Realty Limited Partnership, a Delaware limited partnership and the operating partnership of the Company ("ARLP") and ACM, which provides for the management of the operations of the Company and ARLP by ACM]; and WHEREAS, the Company has adopted the Arbor Realty Trust, Inc. 2003 Omnibus Stock Incentive Plan (the "Plan"), which provides for awards of restricted stock to selected officers, directors, employees, consultants and advisors; and WHEREAS, on [Insert Date of Agreement] (the "Date of Grant"), the Board of Directors (the "Board") of the Company awarded the Grantee [Insert Number of Shares] shares of the Company's common stock, par value $0.01 (the "Common Stock"), pursuant to, and subject to the terms and provisions of the Plan. NOW, THEREFORE, in consideration of the Grantee's services to the Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Restricted Stock. Company hereby grants to Grantee [Insert Number of Shares] shares of restricted Common Stock and Grantee hereby accepts such shares, pursuant to and subject to the terms and provisions of the Plan and the Agreement (the "Restricted Stock"). 2. Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Administrator shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its {PAGE} decision shall be binding and conclusive upon the Grantee and his/her legal representative in respect of any questions arising under the Plan or this Agreement. 3. Escrow of Restricted Stock. To insure the availability for delivery of the Grantee's Restricted Stock, the Grantee hereby appoints the Secretary of the Company, or any other person designated by the Company as escrow agent, as its attorney-in-fact to assign and transfer unto the Company such Restricted Stock, if any, forfeited by the Grantee pursuant to Section 6 below and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Stock, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Stock and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Grantee attached hereto as Exhibit B, until the Restricted Period (as defined below) has lapsed with respect to the shares of Restricted Stock, or until such time as this Agreement no longer is in effect. Upon such time as the Restricted Period has lapsed pursuant to the schedule set forth in Section 4 below and subject to the forfeiture provisions of Section 6 below, the escrow agent shall promptly deliver to the Grantee the certificate or certificates representing such shares of Restricted Stock in the escrow agent's possession belonging to the Grantee in accordance with the terms of the Joint Escrow Instructions, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates if so required pursuant to other restrictions imposed pursuant to this Agreement. 4. Restrictions and Restricted Period. a. Restrictions. Shares of Restricted Stock granted hereunder may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and shall be subject to a risk of forfeiture as described in Section 6 below until the lapse of the Restricted Period (as defined below). b. Restricted Period. Unless the Restricted Period is previously terminated pursuant to Section 6 of this Agreement, the restrictions set forth above shall lapse and the shares of Restricted Stock shall become fully and freely transferable (provided, that such transfer is otherwise in accordance with federal and state securities laws) and non-forfeitable as to [Insert Vesting Terms] of the shares of Restricted Stock (rounded down to the nearest whole share) on the Date of Grant and as to an additional [Insert Vesting Terms] of the shares of Restricted Stock (rounded down to the nearest whole share) on the [Insert Vesting Dates] anniversary of the Date of Grant (the "Restricted Period") as set forth below: {TABLE} {CAPTION} Date of Grant or Release Fraction of Shares Released from Restricted Period from Restricted Period ------------------------ --------------------------- {S} {C} [Insert Date of Agreement] [Insert Vesting Terms] [Insert Vesting Date] [Insert Vesting Terms] {/TABLE} {PAGE} {TABLE} {S} {C} [Insert Vesting Date] [Insert Vesting Terms] [Insert Vesting Date] [Insert Vesting Terms] {/TABLE} Notwithstanding anything to the contrary, the release of the shares of Restricted Stock hereunder shall be conditioned upon Grantee making adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the release of the shares from the Restricted Period (unless a Section 83(b) election has been filed), whether by withholding, direct payment to the Company, or otherwise. c. Change in Control. Notwithstanding anything in this Agreement to the contrary, in the event of a Change in Control, all restrictions shall lapse as of the date of the Change in Control. A "Change in Control" shall occur if: i. any "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as 334356	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Restricted Stock Agreement [Form]: ARBOR REALTY TRUST, – {DOCUMENT} {TYPE}EX-10.9 {SEQUENCE}19 {FILENAME}y90410exv10w9.txt {DESCRIPTION}FORM OF RESTRICTED STOCK AGREEMENT {TEXT} {PAGE} EXHIBIT 10.9 FORM OF RESTRICTED STOCK AGREEMENT PURSUANT TO THE ARBOR REALTY TRUST, INC. 2003 OMNIBUS STOCK INCENTIVE PLAN THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made by and between [Insert Name of Grantee] ("Grantee") and Arbor Realty Trust, Inc., a Maryland _____________ Arbor Realty Trust, – AGREEMENT PURSUANT TO THE ARBOR REALTY TRUST, INC. 2003 OMNIBUS STOCK INCENTIVE PLAN THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made by and between [Insert Name of Grantee] ("Grantee") and Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), as of [Insert Date of Agreement]. WHEREAS, Grantee is currently [a director of the Company] [an executive officer of the Company] [an employee _____________ Arbor Realty Trust, – operating partnership of the Company ("ARLP") and ACM, which provides for the management of the operations of the Company and ARLP by ACM]; and WHEREAS, the Company has adopted the Arbor Realty Trust, Inc. 2003 Omnibus Stock Incentive Plan (the "Plan"), which provides for awards of restricted stock to selected officers, directors, employees, consultants and advisors; and WHEREAS, on [Insert Date of _____________ ARBOR REALTY TRUST, – terms to such invalid or unenforceable provision as may be possible. {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ARBOR REALTY TRUST, INC. By: ________________________ Name: Title: The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Agreement. GRANTEE: ___________________________ [Insert Name of Grantee] Number of _____________ Arbor Realty Trust, – State/Province of Residence: _________________ Social Security Number: ______________________ {PAGE} EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, [Insert Name of Grantee] (the "Grantee") hereby assigns and transfers unto Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), ____________ shares of Company's common stock, par value $0.01 per share, standing in his name on the books of said corporation _____________ dt 1389414 ; Arbor Commercial Mortgage, LLC;	Arbor Realty Limited Partnership
Preview Full Doc	2008	Sales Agreement Sales Agreement (126K) Doc #3293396: Click preview link for longer preview. ARBOR REALTY TRUST, INC. 3,000,000 SHARES OF COMMON STOCK EQUITY PLACEMENT PROGRAM SALES AGREEMENT August 15, 2008 JMP Securities LLC 600 Montgomery Street, Suite 1100 San Francisco, CA 94111 Ladies and Gentlemen: ARBOR REALTY TRUST, INC., a Maryland corporation (the ï¿½Companyï¿½), confirms its agreement (this ï¿½Agreementï¿½) with JMP Securities LLC (ï¿½JMPï¿½), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may . . . 3293396	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate )
Preview Full Doc	2003	Services Agreement Services Agreement (16K) Doc #334349: Click preview link for longer preview. SERVICES AGREEMENT THIS SERVICES AGREEMENT (this "Agreement"), dated as of July 1, 2003, is made by and among ARBOR REALTY TRUST, INC., a Maryland corporation ("Parent REIT"), ARBOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership ("Arbor OP", and together with Parent REIT, collectively, the "Company"), and ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability company ("ACM"). WHEREAS, ACM provides certain management and advisory services to Parent REIT and Arbor OP pursuant to that certain Management and Advisory Agreement, dated as of July 1, 2003 (the "Management Agreement"), by and among the parties hereto; WHEREAS, ACM desires to avail itself of the experience, advice and assistance of the asset management group of the Company to manage and service certain of ACM's assets consisting of sub- and non-performing mortgage loans (the "Serviced Assets"); and WHEREAS, the Company is willing to perform the Services (as defined below) on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the mutual agreements herein set forth and intending to be legally bound, the parties hereto hereby agree as follows: 1. Services. (a) In exchange for ACM's agreement with respect to the Management Fee, as defined in and payable by the Company pursuant to the terms of the Management Agreement, the Company agrees to provide the following asset management services (the "Services") to ACM with respect to the Serviced Assets: (i) reviewing loan files of the Serviced Assets to: (A) assess ACM's rights in and to collateral securing the subject loans, including bank accounts, letters of credit and funds held in escrow; and (B) identify guarantees, other credit support and additional sources of equity, if any; (ii) conducting due diligence with respect to the Serviced Assets with an emphasis on exit strategies and exploring, developing and implementing strategic opportunities and plans to restructure debt and equity positions; (iii) reviewing current operating statements of profit and loss and past and current rent rolls to assess operating and financial performance and the impact of existing and potential financial and operational issues relating to the collateral for the Serviced Assets; 1 {PAGE} (iv) recommending short- and long-term strategic alternatives for the management and disposition of the Serviced Assets based on the relevant market and market trends; (v) overseeing rehabilitation projects and assessing whether new appraisals or environmental assessment or physical needs reports are necessary with respect to the collateral for the Serviced Assets; (vi) formulating appropriate courses of action and conducting negotiations among all concerned parties regarding the workout of Serviced Assets; (vii) structuring workout proposals and preparing analyses indicating the viability thereof; (viii) evaluating liquidity concerns and capital adequacy and reserve requirements and performing liquidity analyses of properties and ownership entities with respect to the collateral for the Serviced Assets; and (ix) performing such other services as may be required from time to time for management and other activities relating to the Serviced Assets as ACM shall reasonably request. (b) The Company, for and on behalf of the asset management group, makes no, and shall not be deemed to have made, any warranty regarding the quality of, and shall not be subject to any other standards or requirements of quality with respect to the performance of the Services; provided, however, the Company shall perform the Services (i) with the same degree of care and skill as it uses or would use in the performance of similar services relating to the management of the Company's assets, and (ii) in 334349	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Services Agreement: ARBOR REALTY TRUST, – 12 {FILENAME}y90410exv10w2.txt {DESCRIPTION}SERVICES AGREEMENT {TEXT} {PAGE} EXHIBIT 10.2 SERVICES AGREEMENT THIS SERVICES AGREEMENT (this "Agreement"), dated as of July 1, 2003, is made by and among ARBOR REALTY TRUST, INC., a Maryland corporation ("Parent REIT"), ARBOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership ("Arbor OP", and together with Parent REIT, collectively, the "Company"), and ARBOR COMMERCIAL MORTGAGE, LLC, _____________ Arbor Realty Trust, – and other communications required or permitted hereunder shall be in writing and mailed, faxed or delivered by hand or courier service: (a) if to Parent REIT or Arbor OP, to: Arbor Realty Trust, Inc. 333 Earle Ovington Blvd., Suite 900 Uniondale, New York 11553 Attention: Chairman of the Board of Directors (b) If to ACM: Arbor Commercial Mortgage, LLC 333 Earle Ovington _____________ ARBOR REALTY TRUST, – FURTHER TEXT ON THIS PAGE] 5 {PAGE} IN WITNESS WHEREOF, the parties to hereto have duly executed this Agreement as of the day and year first written above. Parent REIT: ARBOR REALTY TRUST, INC., a Maryland corporation By: /s/ Frederick C. Herbst ---------------------------------- Name: Frederick C. Herbst Title: Chief Financial Officer Arbor OP: ARBOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership By: Arbor _____________ dt 1389412 ; Arbor Realty Limited Partnership;	Arbor Commercial Mortgage, LLC
Preview Full Doc	2004	Subscription Agreement [Form] Subscription Agreement [Form] (15K) Doc #334320: Click preview link for longer preview. FORM OF SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this "Agreement") made as of April __, 2004 by and between ARBOR REALTY TRUST, INC., a Maryland corporation (the "Company") and KOJAIAN VENTURES, L.L.C., a Michigan limited liability company ("Kojaian"). RECITALS: WHEREAS, the Company intends to issue and sell ____________ shares (the "Company Shares") of its common stock, par value $.01 per share (the "Common Stock"), to Wachovia Securities, UBS Securities LLC and JMP Securities LLC, as Underwriters (collectively, the "Underwriters"), and (ii) certain stockholders of the Company intend to sell _______ shares of Common Stock to the Underwriters, (the "Selling Stockholder Shares" and together with the Company Shares, the "IPO Shares") each for reoffering to the public pursuant to a prospectus (the "IPO Prospectus") included in the Company's registration statement on Form S-11 (No. 333-110472), as amended (the "Registration Statement"); WHEREAS, Kojaian desires to purchase from the Company, and the Company desires to issue and sell to Kojaian, ___________ shares of Common Stock pursuant to a prospectus (the "Kojaian Prospectus") included in the Registration Statement. NOW, THEREFORE, in consideration of the premises and of the respective representations and warranties hereinafter set forth and the respective covenants and agreements contained herein and intending to be legally bound hereby, the parties hereto agree as follows: ARTICLE I SALE OF COMMON STOCK 1.1 Issuance and Sale of Common Stock. Subject to the terms and conditions herein stated, the Company agrees to issue and sell to Kojaian on the Closing Date (as defined below), and Kojaian agrees to purchase from the Company on the Closing Date, an aggregate of ___________ shares of Common Stock (the "Kojaian Shares"), at a purchase price of $__ per share, which price shall equal the per share price at which the IPO Shares are offered and sold to the public pursuant to the IPO Prospectus (the "Purchase Price"). 1.2 Consideration. As full and total consideration for the issuance and sale by the Company to Kojaian of the Kojaian Shares, Kojaian shall pay to the Company on the Closing Date in immediately available funds an aggregate sum of $___________ (the "Aggregate Purchase Price"). {PAGE} 1.3 Closing. (a) The issuance and sale of the Kojaian Shares (the "Closing") shall take place at 9:00 a.m., New York Time, at the offices of Skadden, Arps, Slate, Meagher & Flom, LLP, New York, New York on or before April __, 2004, or at such other time and date as the parties hereto may mutually agree, which date shall in all cases be concurrent with the date of the issuance and sale of the IPO Shares to the Underwriters pursuant to the Underwriting Agreement of even date herewith (the "Underwriting Agreement"), among the Company, the Selling Stockholders and the Underwriters. Such time and date, as same may be adjourned, is sometimes hereinafter referred to as the "Closing Date." ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company warrants and represents, as of the date hereof and as of the Closing Date as if such representations and warranties were made on the Closing Date, as follows: 2.1 Existence and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. 2.2 Corporate Power and Authority. The Company has all requisite power and authority to enter into and perform all of its obligations under this Agreement and to issue the Kojaian Shares and to carry out the transactions contemplated hereby. 2.3 Authorization of Agreement. The Company has taken all corporate actions necessary to authorize it to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby and no other corporate proceedings on the part of the Company are necessary to 334320	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Subscription Agreement [Form]: ARBOR REALTY TRUST, – x90410a6exv10w16.txt {DESCRIPTION}SUBSCRIPTION AGREEMENT {TEXT} {PAGE} Exhibit 10.16 FORM OF SUBSCRIPTION AGREEMENT DATED AS OF APRIL __, 2004 BY AND BETWEEN ARBOR REALTY TRUST, INC. AND KOJAIAN VENTURES, L.L.C. {PAGE} FORM OF SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this "Agreement") made as of April __, 2004 _____________ ARBOR REALTY TRUST, – KOJAIAN VENTURES, L.L.C. {PAGE} FORM OF SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this "Agreement") made as of April __, 2004 by and between ARBOR REALTY TRUST, INC., a Maryland corporation (the "Company") and KOJAIAN VENTURES, L.L.C., a Michigan limited liability company ("Kojaian"). RECITALS: WHEREAS, the Company _____________ Arbor Realty Trust, – Michigan 48226 Telephone No. (313) 965-9725 Facsimile No. (313) 983-3321 Attn: William Barris, Esq. if to the Company to: 5 {PAGE} Arbor Realty Trust, Inc. 333 Earle Ovington Boulevard Suite 900 Uniondale, New York 11553 Telephone No. (516) 832-7408 Facsimile No. (516) 832-8043 Attn: _____________ ARBOR REALTY TRUST, – 7 {PAGE} IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. ARBOR REALTY TRUST, INC., a Maryland corporation By: --------------------------------------- Name: Title: KOJAIAN VENTURES, L.L.C., a Michigan limited liability company By: Kojaian Ventures-MM, Inc., _____________ dt 691518 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Subscription Agreement [Form]: UBS Securities LLC – issue and sell ____________ shares (the "Company Shares") of its common stock, par value $.01 per share (the "Common Stock"), to Wachovia Securities, UBS Securities LLC and JMP Securities LLC, as Underwriters (collectively, the "Underwriters"), and (ii) certain stockholders of the Company intend to sell _______ shares of _____________ dt 703949 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Subscription Agreement [Form]: Skadden, Arps – and sale of the Kojaian Shares (the "Closing") shall take place at 9:00 a.m., New York Time, at the offices of Skadden, Arps , Slate, Meagher & Flom, LLP, New York, New York on or before April __, 2004, or at such other time and date as _____________ Skadden, Arps – York 11553 Telephone No. (516) 832-7408 Facsimile No. (516) 832-8043 Attn: Chief Executive Officer with a copy simultaneously by like means: Skadden, Arps , Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Telephone No. (212) 735-3000 Facsimile No. (212) 735-2000 _____________ dt 696163
Preview Full Doc	2004	Underwriting Agreement Underwriting Agreement (202K) Doc #334325: Click preview link for longer preview. ARBOR REALTY TRUST, INC. __________ Shares of Common Stock UNDERWRITING AGREEMENT ___________, 2004 Wachovia Capital Markets, LLC UBS Securities LLC JMP Securities LLC c/o Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202 Ladies and Gentlemen: Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), and each of the stockholders of the Company named on Exhibit F hereto (collectively, the "Selling Stockholders" and each, a "Selling Stockholder") confirm their respective agreements with Wachovia Capital Markets, LLC ("Wachovia") and each of the other Underwriters named in Exhibit A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), with respect to a total of __________ shares (the "Initial Securities") of the Company's common stock, par value $.01 per share (the "Common Stock"), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of ____ additional shares of Common Stock to be issued and sold by the Company to the Underwriters to cover over-allotments, if any. Of the Initial Securities, _____ shares are to be issued and sold by the Company (the "Company Securities") and _____ shares are to be sold by the Selling Stockholders (the "Selling Stockholder Securities"). The Initial Securities to be purchased by the Underwriters and all or any part of the ____ shares of Common Stock subject to the option described in Section 2(b) hereof (the "Option Securities") are hereinafter called, collectively, the "Securities." Certain terms used in this Agreement are defined in Section 15 hereof. The Company and the Selling Stockholders understand that the Underwriters propose to make a public offering of the Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered. In addition to the Company and the Selling Stockholders, Arbor Realty Limited Partnership, a Delaware limited partnership (the "Operating Partnership") and Arbor Commercial Mortgage, LLC, a New York limited liability company and the manager of the Company and the Operating Partnership (the "Manager"), also confirm as follows their respective agreements with the Underwriters. On July 1, 2003, the Manager transferred to the Operating Partnership certain of its assets and related liabilities as described in the Prospectus (as hereinafter defined) under the heading {PAGE} "Arbor Realty Trust, Inc." (these transfers are referred to herein as the "Formation Transactions"). Promptly after the execution of this Agreement, the Company will prepare and file with the Commission a prospectus in accordance with the provisions of Rule 430A and Rule 424(b) and the Company has previously advised you of all information (financial and other) that will be set forth therein. Such prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Securities is herein called the "Prospectus." SECTION 1. Representations and Warranties. (a) Representations and Warranties by the Company and the Operating Partnership. The Company and the Operating Partnership each severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Date referred to in Section 2(c) hereof, and as of each Option Closing Date (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows: (1) Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (i) in the case of the Initial Registration Statement or any 462(b) Registration Statement, not misleading and (ii) in the case of the Prospectus, any related preliminary prospectus or any wrapper or supplement prepared in connection with the distribution of the Directed Shares (as hereinafter defined) in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the 2 {PAGE} Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any 334325	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Underwriting Agreement: ARBOR REALTY TRUST, – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}x90410a4exv1w1.txt {DESCRIPTION}FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} Exhibit 1.1 ARBOR REALTY TRUST, INC. __________ Shares of Common Stock UNDERWRITING AGREEMENT ___________, 2004 Wachovia Capital Markets, LLC UBS Securities LLC JMP Securities LLC c/o Wachovia Capital Markets, LLC 7 St. Paul _____________ Arbor Realty Trust, – UNDERWRITING AGREEMENT ___________, 2004 Wachovia Capital Markets, LLC UBS Securities LLC JMP Securities LLC c/o Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202 Ladies and Gentlemen: Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), and each of the stockholders of the Company named on Exhibit F hereto (collectively, the "Selling Stockholders" and each, a "Selling Stockholder") confirm _____________ "Arbor Realty Trust, – On July 1, 2003, the Manager transferred to the Operating Partnership certain of its assets and related liabilities as described in the Prospectus (as hereinafter defined) under the heading {PAGE} "Arbor Realty Trust, Inc." (these transfers are referred to herein as the "Formation Transactions"). Promptly after the execution of this Agreement, the Company will prepare and file with the Commission a prospectus _____________ Arbor Realty Trust, – the Registration Statement present fairly, in accordance with GAAP, the information required to be stated therein. The information in the Prospectus under the captions "Summary Selected Consolidated Financial Information of Arbor Realty Trust, Inc. and Subsidiaries," "Summary Selected Consolidated Financial Information of the Structured Finance Business of Arbor Commercial Mortgage, LLC and Subsidiaries," "Selected Consolidated Financial Information of Arbor Realty Trust, Inc. _____________ Arbor Realty Trust, – Information of Arbor Realty Trust, Inc. and Subsidiaries," "Summary Selected Consolidated Financial Information of the Structured Finance Business of Arbor Commercial Mortgage, LLC and Subsidiaries," "Selected Consolidated Financial Information of Arbor Realty Trust, Inc. and Subsidiaries" and "Selected Consolidated Financial Information of the Structured Finance Business of Arbor Commercial Mortgage, LLC and Subsidiaries" presents fairly the information shown therein and has been _____________ dt 1389406 ; JMP Securities JMP Securities LLC ( Financial ) As referenced in this Underwriting Agreement: JMP Securities LLC – Exhibit 1.1 ARBOR REALTY TRUST, INC. __________ Shares of Common Stock UNDERWRITING AGREEMENT ___________, 2004 Wachovia Capital Markets, LLC UBS Securities LLC JMP Securities LLC c/o Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202 Ladies and Gentlemen: Arbor Realty Trust, Inc., a Maryland _____________ JMP Securities LLC – Absence of Registration Rights. Other than the securityholders identified in (i) the Registration Rights Agreement, dated July 1, 2003, between the Company and JMP Securities LLC , and (ii) the Registration Rights Agreement, dated July 1, 2003, between the Company and the Manager (together, the "Registration Rights Agreements"), there _____________ JMP SECURITIES LLC – Name: Attorney-in-Fact 42 {PAGE} CONFIRMED AND ACCEPTED, as of the date first above written: WACHOVIA CAPITAL MARKETS, LLC UBS SECURITIES LLC JMP SECURITIES LLC By: Wachovia Capital Markets, LLC By __________________________________ Authorized Signatory 43 {PAGE} EXHIBIT A {TABLE} {CAPTION} Number of Initial Name of Underwriter Securities { _____________ JMP Securities LLC – Signatory 43 {PAGE} EXHIBIT A {TABLE} {CAPTION} Number of Initial Name of Underwriter Securities {S} {C} Wachovia Capital Markets, LLC..................................... UBS Securities LLC................................................ JMP Securities LLC ................................................ ------------------ Total............ ================== {/TABLE} A-1 {PAGE} EXHIBIT B SUBSIDIARIES OF THE COMPANY {TABLE} {CAPTION} NAME JURISDICTION OF ORGANIZATION TYPE OF ENTITY ---- ---------------------------- -------------- {S} {C} { _____________ JMP Securities LLC – Caulfield Ronald D. Gaither C-1 {PAGE} EXHIBIT D FORMS OF LOCK-UP AGREEMENT __________, 2004 Wachovia Capital Markets, LLC UBS Securities LLC JMP Securities LLC c/o Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, MD 21202 Attention: Equity Capital Markets Re: Proposed Initial Public Offering _____________ dt 686128 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Underwriting Agreement: UBS Securities LLC – FILENAME}x90410a4exv1w1.txt {DESCRIPTION}FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} Exhibit 1.1 ARBOR REALTY TRUST, INC. __________ Shares of Common Stock UNDERWRITING AGREEMENT ___________, 2004 Wachovia Capital Markets, LLC UBS Securities LLC JMP Securities LLC c/o Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202 Ladies and Gentlemen: Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), and _____________ UBS SECURITIES LLC – By __________________________________ Name: Title: [NAME OF SELLING STOCKHOLDERS] By __________________________________ Name: Attorney-in-Fact 42 {PAGE} CONFIRMED AND ACCEPTED, as of the date first above written: WACHOVIA CAPITAL MARKETS, LLC UBS SECURITIES LLC JMP SECURITIES LLC By: Wachovia Capital Markets, LLC By __________________________________ Authorized Signatory 43 {PAGE} EXHIBIT A {TABLE} {CAPTION} Number of Initial Name of Underwriter Securities {S} {C} Wachovia Capital _____________ UBS Securities LLC – SECURITIES LLC By: Wachovia Capital Markets, LLC By __________________________________ Authorized Signatory 43 {PAGE} EXHIBIT A {TABLE} {CAPTION} Number of Initial Name of Underwriter Securities {S} {C} Wachovia Capital Markets, LLC..................................... UBS Securities LLC ................................................ JMP Securities LLC................................................ ------------------ Total............ ================== {/TABLE} A-1 {PAGE} EXHIBIT B SUBSIDIARIES OF THE COMPANY {TABLE} {CAPTION} NAME JURISDICTION OF ORGANIZATION TYPE OF ENTITY ---- ---------------------------- -------------- {S} {C} {C} ANMB Holdings LLC _____________ UBS Securities LLC – CERTAIN MEMBERS OF THE SENIOR MANAGEMENT OF THE MANAGER John Caulfield Ronald D. Gaither C-1 {PAGE} EXHIBIT D FORMS OF LOCK-UP AGREEMENT __________, 2004 Wachovia Capital Markets, LLC UBS Securities LLC JMP Securities LLC c/o Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, MD 21202 Attention: Equity Capital Markets Re: Proposed Initial Public Offering by Arbor Realty Trust, _____________ UBS Securities LLC – date first set forth above. Yours very truly, ------------------------------------ Print Name: Number of Shares: Social Security or Taxpayer ID #: Address: Telephone #: Dated: ------------------------ D-3 {PAGE} ______________, 2004 Wachovia Capital Markets, LLC UBS Securities LLC JMP Securities LLC c/o Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, MD 21202 Attention: Equity Capital Markets Re: Proposed Initial Public Offering by Arbor Realty Trust, _____________ dt 1419999 ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Underwriting Agreement: Wachovia Bank, Na – Corporation, and (iv) Loan Purchase and Repurchase Facility, dated as of December 23, 2003, by and among Arbor Realty Funding LLC, as seller, Wachovia Bank, Na tional Association, as purchaser, the Company, as guarantor, the Operating Partnership, as pledgor and Wells Fargo Bank Minnesota, N.A., as custodian, and _____________ dt 653384 ; Wachovia Capital Wachovia Capital Markets, LLC ( Financial ) As referenced in this Underwriting Agreement: Wachovia Capital Markets, LLC – DESCRIPTION}FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} Exhibit 1.1 ARBOR REALTY TRUST, INC. __________ Shares of Common Stock UNDERWRITING AGREEMENT ___________, 2004 Wachovia Capital Markets, LLC UBS Securities LLC JMP Securities LLC c/o Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202 Ladies and Gentlemen: _____________ Wachovia Capital Markets, LLC – TRUST, INC. __________ Shares of Common Stock UNDERWRITING AGREEMENT ___________, 2004 Wachovia Capital Markets, LLC UBS Securities LLC JMP Securities LLC c/o Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202 Ladies and Gentlemen: Arbor Realty Trust, Inc., a Maryland corporation (the "Company"), and each of _____________ Wachovia Capital Markets, LLC – stockholders of the Company named on Exhibit F hereto (collectively, the "Selling Stockholders" and each, a "Selling Stockholder") confirm their respective agreements with Wachovia Capital Markets, LLC ("Wachovia") and each of the other Underwriters named in Exhibit A hereto (collectively, the "Underwriters," which term shall also include any underwriter _____________ Wachovia Capital Markets, LLC – given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Underwriters c/o Wachovia Capital Markets, LLC , 7 St. Paul Street, Baltimore, Maryland 21202, Attention of _________, with a copy to Sidley Austin Brown & Wood llp, 787 Seventh Avenue, _____________ WACHOVIA CAPITAL MARKETS, LLC – Title: [NAME OF SELLING STOCKHOLDERS] By __________________________________ Name: Attorney-in-Fact 42 {PAGE} CONFIRMED AND ACCEPTED, as of the date first above written: WACHOVIA CAPITAL MARKETS, LLC UBS SECURITIES LLC JMP SECURITIES LLC By: Wachovia Capital Markets, LLC By __________________________________ Authorized Signatory 43 {PAGE} EXHIBIT A {TABLE} {CAPTION} Number _____________ dt 679312 ; More...
Preview Full Doc	2003	Warrant Agreement Warrant Agreement (81K) Doc #169588: Click preview link for longer preview. WARRANT AGREEMENT BY AND AMONG ARBOR REALTY LIMITED PARTNERSHIP ARBOR REALTY TRUST, INC. AND ARBOR COMMERCIAL MORTGAGE, LLC 629,345 WARRANTS TO PURCHASE UNITS {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} ARTICLE 1......................................................................................................... 1 DEFINITIONS....................................................................................................... 1 Section 1. Definitions................................................................................. 1 ARTICLE 2......................................................................................................... 3 PARTNERSHIP APPOINTMENT; DUTIES; RESIGNATION...................................................................... 3 Section 2.1 Appointment of the Partnership.............................................................. 3 Section 2.2 Duties of Partnership....................................................................... 3 Section 2.3 Resignation; Appointment of Successor Warrant Agent......................................... 4 ARTICLE 3......................................................................................................... 5 THE WARRANTS...................................................................................................... 5 Section 3.1 Number of Warrants.......................................................................... 5 Section 3.2 Issuance of Warrants........................................................................ 5 Section 3.3 Registration of Transfer and Exchange....................................................... 5 Section 3.4 Execution And Delivery...................................................................... 6 Section 3.5 Destroyed, Lost, Mutilated Or Stolen Warrant Certificates................................... 7 Section 3.6 Persons Deemed Owners....................................................................... 7 Section 3.7 Cancellation Of Warrant Certificates........................................................ 8 Section 3.8 No Rights As Limited Partners............................................................... 8 ARTICLE 4......................................................................................................... 8 EXERCISE OF WARRANTS.............................................................................................. 8 Section 4.1 Exercise Period............................................................................. 8 Section 4.2 Units Issuable Upon Exercise; Exercise Price................................................ 8 Section 4.3 Method Of Exercise.......................................................................... 9 Section 4.4 Issuance Of Units........................................................................... 9 Section 4.5 Fractions Of Units.......................................................................... 10 Section 4.6 Adjustment Of Exercise Price................................................................ 10 Section 4.7 Notice Of Certain Corporate Action.......................................................... 12 Section 4.8 Partnership Agreement to Provide for Issuance of Units...................................... 13 Section 4.9 Taxes On Exercises.......................................................................... 13 {/TABLE} i {PAGE} {TABLE} {S} {C} Section 4.10 Covenant As To Units........................................................................ 13 Section 4.11 Provisions In Case Of Consolidation, Merger Or Sale Of Assets............................... 13 Section 4.12 No Change Of Warrant Necessary.............................................................. 14 Section 4.13 Enforcement Of Rights....................................................................... 14 Section 4.14 Available Information....................................................................... 14 ARTICLE 5......................................................................................................... 14 Section 5.1 Purchase of Special Voting Stock; Pairing................................................... 15 ARTICLE 6......................................................................................................... 15 AMENDMENTS........................................................................................................ 15 Section 6.1 Amendment Of Agreement...................................................................... 15 Section 6.2 Record Date................................................................................. 16 ARTICLE 7......................................................................................................... 16 MISCELLANEOUS PROVISIONS.......................................................................................... 16 Section 7.1 Counterparts................................................................................ 16 Section 7.2 Governing Law............................................................................... 16 Section 7.3 Descriptive Headings........................................................................ 16 Section 7.4 Notices..................................................................................... 16 Section 7.5 Maintenance Of Office....................................................................... 17 Section 7.6 Successors And Assigns...................................................................... 17 Section 7.7 Separability................................................................................ 17 Section 7.8 Persons Having Rights Under Agreement....................................................... 17 EXHIBIT A......................................................................................................... 1 FORM OF WARRANT CERTIFICATE....................................................................................... 1 EXHIBIT B......................................................................................................... 1 TRANSFER INSTRUCTION.............................................................................................. 1 EXHIBIT C PURCHASE NOTICE......................................................................................... 1 {/TABLE} ii {PAGE} WARRANT AGREEMENT This Agreement, dated as of the date set forth on the signature page, by and between Arbor Realty Limited Partnership, a Delaware limited partnership (the "Partnership"), (the "Partnership"), Arbor Realty Trust, Inc., a Maryland corporation (the "REIT") and Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM), as holder. WITNESSETH A. The Partnership has authorized the issuance of up to 3,146,724 units of limited partnership interests ("Units"), and 629,345 Unit purchase warrants (each a "Warrant," and collectively, the "Warrants"), each Warrant initially entitling the holder thereof to purchase one additional Unit to ACM in exchange for cash, property, securities and other assets contributed to the Partnership by ACM of the Units and Warrants (the "Holder"); B. The Warrants will expire on the date that is two years after the date of this Agreement; C. At any time that a Holder exercises Warrants and purchases Units, the REIT shall issue to such Holder the equivalent number of shares of its Preferred Stock designated as shares of Special Voting Preferred Stock, par value $0.01 per share (the "Special Voting Stock"), as Units that such Holder has purchased upon the exercise of the Warrants; and D. The Partnership shall act on behalf of the Holders as set forth herein, in connection with the issuance, transfer, exchange, replacement and exercise of the Warrants. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS SECTION 1. DEFINITIONS Capitalized terms used herein shall have the following meanings: Accredited Investors. Any Person who meets the applicable criteria for an "accredited investor" as defined in Rule 501(a) under the Securities Act. Acquiror. Shall have the meaning set forth in Section 4.11. 169588	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Warrant Agreement: ARBOR REALTY TRUST, – 5 {SEQUENCE}15 {FILENAME}y90410exv10w5.txt {DESCRIPTION}WARRANT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.5 WARRANT AGREEMENT BY AND AMONG ARBOR REALTY LIMITED PARTNERSHIP ARBOR REALTY TRUST, INC. AND ARBOR COMMERCIAL MORTGAGE, LLC 629,345 WARRANTS TO PURCHASE UNITS {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} ARTICLE 1......................................................................................................... 1 _____________ Arbor Realty Trust, – the date set forth on the signature page, by and between Arbor Realty Limited Partnership, a Delaware limited partnership (the "Partnership"), (the "Partnership"), Arbor Realty Trust, Inc., a Maryland corporation (the "REIT") and Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM), as holder. WITNESSETH A. _____________ ARBOR REALTY TRUST, – By: /s/ Frederick C. Herbst -------------------------- Frederick C. Herbst Secretary and Treasurer Witness: Dated: July 1, 2003 By: /s/ Tymour Okasha -------------------- Name: Tymour Okasha ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst -------------------------- Frederick C. Herbst Chief Financial Officer Witness: Dated: July 1, 2003 By: Tymour Okasha -------------------- Name: Tymour _____________ ARBOR REALTY TRUST, – TO BE ISSUED BY THE PARTNERSHIP IN THE FORM OF A CERTIFICATE PAIRED AND PRINTED BACK TO BACK WITH A CERTIFICATE ISSUED BY ARBOR REALTY TRUST, INC. (THE "REIT") EVIDENCING AN EQUAL NUMBER OF SHARES OF SPECIAL VOTING PREFERRED STOCK OF THE REIT IN ACCORDANCE WITH, AND SUBJECT _____________ dt 117250 ; Arbor Realty Limited Partnership;	Arbor Commercial Mortgage, LLC
Preview Full Doc	2003	Warrant Agreement Warrant Agreement (113K) Doc #334346: Click preview link for longer preview. WARRANT AGREEMENT BY AND BETWEEN ARBOR REALTY TRUST, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY AS WARRANT AGENT 1,610,000 WARRANTS TO PURCHASE COMMON STOCK {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} ARTICLE 1....................................................................................................... 2 DEFINITIONS..................................................................................................... 2 Section 1. Definitions............................................................................... 2 ARTICLE 2....................................................................................................... 4 THE WARRANT AGENT............................................................................................... 4 Section 2.1 Appointment of Warrant Agent.............................................................. 4 Section 2.2 Duties of Warrant Agent................................................................... 4 Section 2.3 Compensation; Indemnification............................................................. 6 Section 2.4 Resignation; Successor Warrant Agents..................................................... 6 ARTICLE 3....................................................................................................... 8 THE WARRANTS.................................................................................................... 8 Section 3.1 Number of Warrants........................................................................ 8 Section 3.2 Issuance of Warrants...................................................................... 8 Section 3.3 Registration of Transfer and Exchange..................................................... 9 Section 3.4 Execution And Delivery.................................................................... 14 Section 3.5 Destroyed, Lost, Mutilated Or Stolen Warrant Certificates................................. 14 Section 3.6 Persons Deemed Owners..................................................................... 15 Section 3.7 Cancellation Of Warrant Certificates...................................................... 15 Section 3.8 No Rights As Stockholders................................................................. 15 ARTICLE 4....................................................................................................... 16 EXERCISE OF WARRANTS............................................................................................ 16 Section 4.1 Exercise Period........................................................................... 16 Section 4.2 Shares Issuable Upon Exercise; Exercise Price............................................. 16 Section 4.3 Method Of Exercise........................................................................ 16 Section 4.4 Issuance Of Common Stock.................................................................. 17 Section 4.5 Fractions Of Shares....................................................................... 17 Section 4.6 Adjustment Of Exercise Price.............................................................. 18 Section 4.7 Notice Of Certain Corporate Action........................................................ 20 Section 4.8 Company To Reserve Common Stock........................................................... 21 Section 4.9 Taxes On Exercises........................................................................ 21 Section 4.10 Covenant As To Common Stock............................................................... 21 Section 4.11 Provisions In Case Of Consolidation, Merger Or Sale Of Assets............................. 21 Section 4.12 No Change Of Warrant Necessary............................................................ 22 Section 4.13 Enforcement Of Rights..................................................................... 22 Section 4.14 Available Information..................................................................... 22 ARTICLE 5....................................................................................................... 23 AMENDMENTS...................................................................................................... 23 Section 5.1 Amendment Of Agreement.................................................................... 23 Section 5.2. Record Date............................................................................... 23 ARTICLE 6....................................................................................................... 23 MISCELLANEOUS PROVISIONS........................................................................................ 23 Section 6.1 Counterparts.............................................................................. 23 Section 6.2 Governing Law............................................................................. 24 {/TABLE} i {PAGE} {TABLE} {S} {C} Section 6.3 Descriptive Headings...................................................................... 24 Section 6.4 Notices................................................................................... 24 Section 6.5 Maintenance Of Office..................................................................... 24 Section 6.6 Successors And Assigns.................................................................... 25 Section 6.7 Separability.............................................................................. 25 Section 6.8 Persons Having Rights Under Agreement..................................................... 25 EXHIBIT A - FORM OF WARRANT CERTIFICATE.................................................................... A-1 EXHIBIT B - TRANSFER INSTRUCTION........................................................................... B-1 {/TABLE} ii {PAGE} WARRANT AGREEMENT This Agreement, dated as of the date set forth on the signature page, by and between Arbor Realty Trust, Inc., a Maryland corporation with an office at 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York 11553 (the "Company"), and American Stock Transfer & Trust Company, with an office at 59 Maiden Lane, Plaza Level, New York, NY 10038, Attention: Corporate Department (the "Warrant Agent"). WITNESSETH A. The Company has authorized the issuance of up to 1,400,000 units ("Units") (or 1,610,000 if the Initial Purchaser's over-allotment option is exercised in full), each Unit consisting of shares of its Common Stock, par value $0.01 per share, (the "Common Stock"), and one Common Stock purchase warrant (each a "Warrant," and collectively, the "Warrants"), each Warrant initially entitling the holders thereof to purchase one additional share of its Common Stock, which Warrants are to be attached initially to the shares of Common Stock issued as provided in Paragraph C below; B. Such Units are to be offered by the Company pursuant to that certain Offering Memorandum, dated as of June 26, 2003 (the "Offering Memorandum") and purchased (i) by the Initial Purchaser named in that certain Purchase/Placement Agreement (the "Purchase/Placement Agreement") dated as of June 26, 2003 and thereafter, subject to the terms thereof, offered to (A) Qualified Institutional Buyers ("QIBs") (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), and (B) a limited number of institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), and (ii) by individual "accredited investors" (as defined in Rule 501(a)(4), (5) or (6) of the Securities Act) (collectively, "Accredited Investors") pursuant to those certain Subscription Agreements accepted by the Company as of July 1, 2003; C. In accordance with the provisions of Section 3 of this Agreement, the Warrants will not be detachable from the Common Stock until the shares of Common Stock underlying the Units are both (i) registered with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and (ii) listed for trading on a national securities exchange on the Nasdaq Stock Market, Inc. After the shares of Common Stock underlying the Units are registered and listed as provided for in the immediately preceding sentence, the Warrants may be detached and transferred separately from the shares of Common Stock to which they were attached upon issuance of the Units. The Warrants will expire on the date that is two years after the date of the Offering Memorandum; and D. The Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange, replacement and exercise of the Warrants. 1 {PAGE} NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS SECTION 1. DEFINITIONS Capitalized terms used herein shall have the following meanings: Accredited Investors. Shall have the meaning set forth in the Recitals. Acquiror. Shall have the meaning set forth in Section 4.11. Business Day. Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the City of New York are authorized or obligated by federal, state or local law or executive order to close. Commission. Shall have the meaning set forth in the Recitals. Common Stock. Shall have the meaning set forth in the Recitals. Consideration. Shall have the meaning set forth in Section 4.11. Corporate Trust Office. The principal office of the Warrant Agent at 59 Maiden Lane, Plaza Level, New York, NY 10038, Attention: Corporate Department, or such other address at which at any particular time its corporate trust business shall be administered. Corporation. A corporation, association, company, joint-stock company or business trust. Definitive Warrant Certificates. A Warrant Certificate that is in the form set forth in Exhibit A to this Agreement and that does not include the information called for by footnote 1 of Exhibit A to this Agreement. Depositary. The Depository Trust Company as the depositary with respect to the Warrants issuable or issued in whole or in part in global form, until a successor shall have been appointed and become such pursuant to the applicable provision of this Agreement, and thereafter "Depositary" shall mean or include such successor. Detachment Date. The date that is when the Common Stock underlying the Units is both registered with the Commission pursuant to the Securities Act and listed on a national securities exchange or the Nasdaq Stock Market, Inc. Exchange Act. The Securities Exchange Act of 1934, as amended. Exchange Period. Shall have the meaning set forth in Section 4.1. 2 {PAGE} Exercise Price. Shall have the meaning set forth in Section 4.2. Expiration Date. The date that is two years after the date of the Offering Memorandum. Global Warrant Certificate. A Warrant Certificate that is in the form set forth in Exhibit A to this Agreement and that includes the information called for by footnote 1 of Exhibit A to this Agreement. Holder. A Person in whose name a Warrant Certificate is registered in the Warrant Register. Initial Purchaser. Shall have the meaning set forth in the Purchase/Placement Agreement. NASDAQ. Shall have the meaning set forth in Section 4.6(e). Person. An individual, limited or general partnership, Corporation, joint venture, trust or unincorporated organization, or any other entity, including a government or agency or political subdivision thereof. Purchase/Placement Agreement. Shall have the meaning set forth in the Recitals. Responsible Officers. Shall have the meaning set forth in Section 2.2(c). Restricted Global Warrant Certificate. Shall have the meaning set forth in Section 3.2. QIB. Shall have the meaning set forth in the Recitals. Registration Rights Agreement. The Registration Rights Agreement, dated 334346	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Warrant Agreement: ARBOR REALTY TRUST, – DOCUMENT} {TYPE}EX-4.4 {SEQUENCE}9 {FILENAME}y90410exv4w4.txt {DESCRIPTION}WARRANT AGREEMENT {TEXT} {PAGE} EXHIBIT 4.4 WARRANT AGREEMENT BY AND BETWEEN ARBOR REALTY TRUST, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY AS WARRANT AGENT 1,610,000 WARRANTS TO PURCHASE COMMON STOCK {PAGE} TABLE OF CONTENTS { _____________ Arbor Realty Trust, – B-1 {/TABLE} ii {PAGE} WARRANT AGREEMENT This Agreement, dated as of the date set forth on the signature page, by and between Arbor Realty Trust, Inc., a Maryland corporation with an office at 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York 11553 (the "Company"), and American _____________ ARBOR REALTY TRUST, – and the Warrant Agent have caused this Agreement to be executed by their duly authorized officers as of the date set forth below. ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst ----------------------------------- Frederick C. Herbst Chief Financial Officer Witness: Dated: July 1, 2003 By: /s/ Tymour Okasha --------------------------- AMERICAN _____________ ARBOR REALTY TRUST, – Number ____________ Warrants VOID AND EXPIRED AFTER 5:00 p.m. on July 1, 2005 WARRANTS TO PURCHASE __________ SHARES OF COMMON STOCK ARBOR REALTY TRUST, INC. (1) UNLESS AND UNTIL EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THE SECURITIES EVIDENCED HEREBY MAY NOT _____________ Arbor Realty Trust, – the Holder of _________ Warrants (the "Warrants") to purchase shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Arbor Realty Trust, Inc., a Maryland corporation (the "Company"). Each Warrant entitles the Holder, at any time on any Business Day during the Exercise Period ( _____________ dt 691551 ; Cede Cede & Co. ( Financial ) As referenced in this Warrant Agreement: CEDE & CO – TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO . OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH _____________ CEDE & CO – THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO . OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE _____________ CEDE & CO – TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO ., HAS AN INTEREST HEREIN.(1) (2) THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED( _____________ dt 671768 ;	Nasdaq Stock Market Inc. Nasdaq Stock Market Inc. ( Investment Services ) As referenced in this Warrant Agreement: Nasdaq Stock Market, Inc – Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and (ii) listed for trading on a national securities exchange on the Nasdaq Stock Market, Inc . After the shares of Common Stock underlying the Units are registered and listed as provided for in the immediately preceding sentence, the _____________ Nasdaq Stock Market, Inc – underlying the Units is both registered with the Commission pursuant to the Securities Act and listed on a national securities exchange or the Nasdaq Stock Market, Inc . Exchange Act. The Securities Exchange Act of 1934, as amended. Exchange Period. Shall have the meaning set forth in Section 4.1. _____________ dt 707164
Preview Full Doc	2003	Warrant Agreement Warrant Agreement (81K) Doc #334352: Click preview link for longer preview. WARRANT AGREEMENT BY AND AMONG ARBOR REALTY LIMITED PARTNERSHIP ARBOR REALTY TRUST, INC. AND ARBOR COMMERCIAL MORTGAGE, LLC 629,345 WARRANTS TO PURCHASE UNITS {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} ARTICLE 1......................................................................................................... 1 DEFINITIONS....................................................................................................... 1 Section 1. Definitions................................................................................. 1 ARTICLE 2......................................................................................................... 3 PARTNERSHIP APPOINTMENT; DUTIES; RESIGNATION...................................................................... 3 Section 2.1 Appointment of the Partnership.............................................................. 3 Section 2.2 Duties of Partnership....................................................................... 3 Section 2.3 Resignation; Appointment of Successor Warrant Agent......................................... 4 ARTICLE 3......................................................................................................... 5 THE WARRANTS...................................................................................................... 5 Section 3.1 Number of Warrants.......................................................................... 5 Section 3.2 Issuance of Warrants........................................................................ 5 Section 3.3 Registration of Transfer and Exchange....................................................... 5 Section 3.4 Execution And Delivery...................................................................... 6 Section 3.5 Destroyed, Lost, Mutilated Or Stolen Warrant Certificates................................... 7 Section 3.6 Persons Deemed Owners....................................................................... 7 Section 3.7 Cancellation Of Warrant Certificates........................................................ 8 Section 3.8 No Rights As Limited Partners............................................................... 8 ARTICLE 4......................................................................................................... 8 EXERCISE OF WARRANTS.............................................................................................. 8 Section 4.1 Exercise Period............................................................................. 8 Section 4.2 Units Issuable Upon Exercise; Exercise Price................................................ 8 Section 4.3 Method Of Exercise.......................................................................... 9 Section 4.4 Issuance Of Units........................................................................... 9 Section 4.5 Fractions Of Units.......................................................................... 10 Section 4.6 Adjustment Of Exercise Price................................................................ 10 Section 4.7 Notice Of Certain Corporate Action.......................................................... 12 Section 4.8 Partnership Agreement to Provide for Issuance of Units...................................... 13 Section 4.9 Taxes On Exercises.......................................................................... 13 {/TABLE} i {PAGE} {TABLE} {S} {C} Section 4.10 Covenant As To Units........................................................................ 13 Section 4.11 Provisions In Case Of Consolidation, Merger Or Sale Of Assets............................... 13 Section 4.12 No Change Of Warrant Necessary.............................................................. 14 Section 4.13 Enforcement Of Rights....................................................................... 14 Section 4.14 Available Information....................................................................... 14 ARTICLE 5......................................................................................................... 14 Section 5.1 Purchase of Special Voting Stock; Pairing................................................... 15 ARTICLE 6......................................................................................................... 15 AMENDMENTS........................................................................................................ 15 Section 6.1 Amendment Of Agreement...................................................................... 15 Section 6.2 Record Date................................................................................. 16 ARTICLE 7......................................................................................................... 16 MISCELLANEOUS PROVISIONS.......................................................................................... 16 Section 7.1 Counterparts................................................................................ 16 Section 7.2 Governing Law............................................................................... 16 Section 7.3 Descriptive Headings........................................................................ 16 Section 7.4 Notices..................................................................................... 16 Section 7.5 Maintenance Of Office....................................................................... 17 Section 7.6 Successors And Assigns...................................................................... 17 Section 7.7 Separability................................................................................ 17 Section 7.8 Persons Having Rights Under Agreement....................................................... 17 EXHIBIT A......................................................................................................... 1 FORM OF WARRANT CERTIFICATE....................................................................................... 1 EXHIBIT B......................................................................................................... 1 TRANSFER INSTRUCTION.............................................................................................. 1 EXHIBIT C PURCHASE NOTICE......................................................................................... 1 {/TABLE} ii {PAGE} WARRANT AGREEMENT This Agreement, dated as of the date set forth on the signature page, by and between Arbor Realty Limited Partnership, a Delaware limited partnership (the "Partnership"), (the "Partnership"), Arbor Realty Trust, Inc., a Maryland corporation (the "REIT") and Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM), as holder. WITNESSETH A. The Partnership has authorized the issuance of up to 3,146,724 units of limited partnership interests ("Units"), and 629,345 Unit purchase warrants (each a "Warrant," and collectively, the "Warrants"), each Warrant initially entitling the holder thereof to purchase one additional Unit to ACM in exchange for cash, property, securities and other assets contributed to the Partnership by ACM of the Units and Warrants (the "Holder"); B. The Warrants will expire on the date that is two years after the date of this Agreement; C. At any time that a Holder exercises Warrants and purchases Units, the REIT shall issue to such Holder the equivalent number of shares of its Preferred Stock designated as shares of Special Voting Preferred Stock, par value $0.01 per share (the "Special Voting Stock"), as Units that such Holder has purchased upon the exercise of the Warrants; and D. The Partnership shall act on behalf of the Holders as set forth herein, in connection with the issuance, transfer, exchange, replacement and exercise of the Warrants. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS SECTION 1. DEFINITIONS Capitalized terms used herein shall have the following meanings: Accredited Investors. Any Person who meets the applicable criteria for an "accredited investor" as defined in Rule 501(a) under the Securities Act. Acquiror. Shall have the meaning set forth in Section 4.11. 1 {PAGE} Business Day. Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the City of New York are authorized or obligated by federal, state or local law or executive order to close. Consideration. Shall have the meaning set forth in Section 4.11. Corporation. A corporation, association, company, joint-stock company or business trust. Definitive Warrant Certificate. A Warrant Certificate that is in the form set forth in Exhibit A to this Agreement. Exchange Period. Shall have the meaning set forth in Section 4.1. Exercise Price. Shall have the meaning set forth in Section 4.2. Expiration Date. The date that is two years after the date of this Agreement. General Partner. A person who is designated as the general partner of the Partnership as set forth in the Partnership Agreement. Holder. A Person in whose name a Definitive Warrant Certificate is registered in the Warrant Register kept by the Partnership. Limited Partners. The limited partners of the Partnership at any applicable time. Partnership Agreement. The operating partnership agreement, dated July 1, 2003, of the Partnership. Partnership. Shall have the meaning set forth in the Recitals. Person. An individual, limited or general partnership, Corporation, joint venture, trust or unincorporated organization, or any other entity, including a government or agency or political subdivision thereof. Purchase Notice. A notice substantially in the form of Exhibit C hereto. Responsible Officers. Shall have the meaning set forth in Section 2.2(c). QIB. Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act). Rule 144. Rule 144 promulgated under the Securities Act. Rule 144A. Rule 144A promulgated under the Securities Act. Securities Act. The Securities Act of 1933, as amended. 2 {PAGE} Trading Day. Any day other than a Saturday or Sunday or a day on which securities are not traded on any national securities exchange. Transaction. Shall have the meaning set forth in Section 4.11. Transfer Restricted Warrants. Each Warrant until the date on which such Warrant (i) has been disposed of pursuant to an effective registration statement under the Securities Act, (ii) is distributed to the public pursuant to Rule 144 or is freely salable pursuant to Rule 144(k) (or any similar provisions then in force), (iii) is otherwise freely tradable without registration under the Securities Act or (iv) has been acquired by the Partnership. Warrant Agent. The Partnership until a successor Warrant Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter "Warrant Agent" shall mean such successor Warrant Agent. Warrant Certificate. A certificate representing Warrants issued under this Agreement. Warrant Register. Shall have the meaning set forth in Section 3.3(a). ARTICLE 2 PARTNERSHIP APPOINTMENT; DUTIES; RESIGNATION SECTION 2.1 APPOINTMENT OF THE PARTNERSHIP. The Partnership is hereby appointed as agent of the Holders in respect of the Warrants and the Warrant Certificates, upon the terms and subject to the conditions set forth herein, and subject to resignation of the Partnership from such capacity as provided herein. The Partnership agrees to accept such appointment, upon the terms and subject to the conditions set forth herein. The Partnership shall have the powers and authority granted to it by this Agreement and such further powers and authority to act on behalf of the Holders as the Holders may hereafter grant to or confer upon it. SECTION 2.2 DUTIES OF PARTNERSHIP. The Partnership accepts its obligations set forth herein upon the terms and conditions hereof, including the following, to all of which the Holder agrees and to all of which the rights hereunder of the Holders from time to time of the Warrant Certificates shall be subject: (a) The Partnership shall act hereunder as agent and in a ministerial capacity for the Holder, and its duties shall be determined solely by the provisions hereof. In acting 3 {PAGE} under this Agreement and with respect to the Warrant Certificates, the Partnership does not assume any obligation or relationship of agency or trust for or with any Holder. 334352	Arbor Realty Arbor Realty Trust, Inc. ( Real Estate ) As referenced in this Warrant Agreement: ARBOR REALTY TRUST, – 5 {SEQUENCE}15 {FILENAME}y90410exv10w5.txt {DESCRIPTION}WARRANT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.5 WARRANT AGREEMENT BY AND AMONG ARBOR REALTY LIMITED PARTNERSHIP ARBOR REALTY TRUST, INC. AND ARBOR COMMERCIAL MORTGAGE, LLC 629,345 WARRANTS TO PURCHASE UNITS {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} ARTICLE 1......................................................................................................... 1 _____________ Arbor Realty Trust, – the date set forth on the signature page, by and between Arbor Realty Limited Partnership, a Delaware limited partnership (the "Partnership"), (the "Partnership"), Arbor Realty Trust, Inc., a Maryland corporation (the "REIT") and Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM), as holder. WITNESSETH A. _____________ ARBOR REALTY TRUST, – By: /s/ Frederick C. Herbst -------------------------- Frederick C. Herbst Secretary and Treasurer Witness: Dated: July 1, 2003 By: /s/ Tymour Okasha -------------------- Name: Tymour Okasha ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst -------------------------- Frederick C. Herbst Chief Financial Officer Witness: Dated: July 1, 2003 By: Tymour Okasha -------------------- Name: Tymour _____________ ARBOR REALTY TRUST, – TO BE ISSUED BY THE PARTNERSHIP IN THE FORM OF A CERTIFICATE PAIRED AND PRINTED BACK TO BACK WITH A CERTIFICATE ISSUED BY ARBOR REALTY TRUST, INC. (THE "REIT") EVIDENCING AN EQUAL NUMBER OF SHARES OF SPECIAL VOTING PREFERRED STOCK OF THE REIT IN ACCORDANCE WITH, AND SUBJECT _____________ dt 691558

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