JOINDER TO LOAN DOCUMENTS
Exhibit 10.50
JOINDER TO LOAN DOCUMENTS
This JOINDER TO LOAN DOCUMENTS (Joinder) is dated as of December 31, 2010, by and among DEKANIA INVESTORS, LLC, a Delaware limited liability company (Borrower), each of the Subsidiary Guarantors a party hereto, COHEN PRINCIPAL INVESTING, LLC (Joining Guarantor), TD BANK, N.A., a national banking association, in its capacity as agent (Agent), TD BANK, N.A. in its capacity as issuing bank (Issuing Bank) and each of the financial institutions which are now or hereafter identified as Lenders on Exhibit A (as such Exhibit may be amended, modified or replaced from time to time) attached to the Loan Agreement (as defined below) (such financial institutions, collectively the Lenders and each individually a Lender).
BACKGROUND
A. Pursuant to the terms of that certain Loan and Security Agreement dated July 29, 2010, by and among Borrower, Agent, Issuing Bank and Lenders (as the same has been or may be supplemented, restated, superseded, amended or replaced from time to time, the Loan Agreement), Lenders made available to Borrower certain term loans not to exceed Fourteen Thirty Six Hundred Thousand Dollars ($14,600,000) in the aggregate (the Loans). All capitalized terms used herein without further definition shall have the respective meaning set forth in the Loan Agreement.
B. To induce Agent and Lenders to enter into the Loan Agreement and to continue to make the Loans available to Borrower, each of Borrower, Parent and each Subsidiary Guarantor granted to Agent, for the ratable benefit of Secured Parties, a security interest in the Collateral.
C. Joining Guarantor is an Affiliate of Borrower and, in recognition of the benefits and privileges thereunder, Joining Guarantor, Borrower, Parent and each Subsidiary Guarantor has requested that Joining Guarantor be permitted to join into the Loan Documents, as if an original signatory thereto, and Agent and Lenders have so consented subject to the terms and conditions hereof.
D. Prior to the execution of this Joinder, each of Alesco Collateral Holdings I, L.P., Alesco Funding, LLC, Alesco Loan Holdings Trust, Alesco TPS Holdings, LLC, Alesco Warehouse Conduit, LLC, Cohen & Company Ventures, LLC, Cohen Bros. Acquisitions, LLC, Sunset Financial Holdings, LLC, Sunset Funding, LLC, Sunset Investment Vehicle, LLC, Sunset Loan Holdings Trust and Sunset TPS Holdings, LLC, each a Subsidiary Guarantor, merged with and into Cohen & Company Funding, LLC, a Subsidiary Guarantor, with Cohen & Company Funding, LLC as the surviving entity (the Merger). Simultaneously with the Merger, Cohen & Company Funding, LLC changed its name to Cohen Legacy, LLC.
NOW, THEREFORE, with the foregoing Background incorporated by reference and intending to be legally bound hereby, the parties agree as follows:
1. Joinder. Upon the effectiveness of this Joinder:
(a) Joining Guarantor becomes a Subsidiary Guarantor under the Loan Agreement and the Loan Documents. All references to Subsidiary Guarantors contained in the Loan Agreement and Loan Documents are hereby deemed for all purposes to also refer to and
include Joining Guarantor as a Subsidiary Guarantor and Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Loan Documents (to which the other Subsidiary Guarantors are a party) as if an original signatory thereto.
(b) Joining Guarantor joins in, assumes, adopts and becomes a Debtor (as defined therein) under the Guarantor Security Agreement. All references to Debtors contained in the Guarantor Security Agreement are hereby deemed for all purposes to also refer to and include Joining Guarantor as a Debtor and Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Guarantor Security Agreement as if an original signatory thereto.
(c) Joining Guarantor joins in, assumes, adopts and becomes an Undersigned (as defined therein) under the Surety and Guaranty Agreement. All references to Undersigned contained in the Surety and Guaranty Agreement are hereby deemed for all purposes to also refer to and include Joining Guarantor as an Undersigned and Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Surety and Guaranty Agreement as if an original signatory thereto. Joining Guarantor is jointly and severally liable for, and hereby guarantees and becomes surety for, the unconditional and prompt payment and performance to Secured Parties of all Obligations.
(d) Joining Guarantor joins in, assumes, adopts and becomes a Pledgor (as defined therein) under the Collateral Pledge Agreement. All references to Pledgor contained in the Collateral Pledge Agreement are hereby deemed for all purposes to also refer to and include Joining Guarantor as a Pledgor and Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Collateral Pledge Agreement as if an original signatory thereto.
2. Amendment to Loan Documents.
(a) Section 1.1 of the Loan Agreement shall be amended by deleting the definition of Subsidiary Guarantor and replacing it as follows:
Subsidiary Guarantor Alesco Holdings, Ltd., CIRA ECM, LLC, Cohen & Compagnie, Cohen Brothers, LLC, Cohen & Company Financial Management, LLC, Cohen & Company Management, LLC, Cohen Asia Investments, Ltd., Cohen Legacy, LLC, Cohen Principal Investing, LLC, Cohen Securities Funding, LLC, Dekania Capital Management, LLC, EuroDekania Management Limited, Strategos Capital Management, LLC, and Sunset Holdings, Ltd., and any other Person who may hereafter guaranty, as surety, all of the Obligations. Notwithstanding inclusion of each of Cohen & Compagnie and EuroDekania Management Limited as a Subsidiary Guarantor hereunder, neither of Cohen & Compagnie or EuroDekania Management Limited shall be required to execute the Surety and Guaranty Agreement or Guaranty Security Agreement.
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(b) Schedule I to the Collateral Pledge Agreement is hereby deleted in its entirety and replaced with Schedule I attached to this Joinder as Exhibit B.
3. Representations and Warranties. Borrower and Subsidiary Guarantors, including Joining Guarantor, warrant and represent to Agent and Lenders that:
(a) Schedules E, 5.1, 5.7, 5.9, 5.17 and 5.19 to the Loan Agreement are amended and restated in their entirety and collectively attached as Schedule A to this Joinder. By execution of this Joinder, and after giving effect to the amended and restated Schedules attached as Schedule A to this Joinder, all representations and warranties made to Agent, Issuing Bank and Lenders under the Loan Agreement and each of the other Loan Documents are true and correct as of the date hereof as though made on and as of the date hereof, all of which shall be deemed continuing until all of the Obligations due to Secured Parties are indefeasibly paid and satisfied in full.
(b) The execution and delivery of this Joinder and the performance by Borrower and each Subsidiary Guarantor (including Joining Guarantor) of the transactions herein contemplated will not violate any Requirement of Law, or Borrowers or any Subsidiary Guarantors (including Joining Guarantors) certificate of formation, operating agreement or any other organizational documents, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower or such Subsidiary Guarantor (including Joining Guarantor), is a party, or by which Borrower or such Subsidiary Guarantor (including Joining Guarantor) is bound. Neither Borrower nor any Subsidiary Guarantor (including Joining Guarantor) is in violation of any term of any agreement or instrument to which it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, operating agreement or any other organizational document. Borrower and each Subsidiary Guarantor (including Joining Guarantor) has all requisite power and authority to enter into and perform this Joinder and the transactions herein contemplated, and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Joinder and the transactions herein contemplated.
(c) This Joinder and any assignment or other instrument, document or agreement executed and delivered in connection herewith, will be valid, binding and enforceable against Borrower and each Subsidiary Guarantor (including Joining Guarantor) in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors rights generally and by general equitable principles.
(d) No Default or Event of Default exists.
(e) None of the Capital Stock of Joining Guarantor is a certificated security as such term is defined in Article 8 of the UCC.
4. Ratification of Loan Documents. This Joinder is hereby incorporated into and made a part of the Loan Agreement and all other Loan Documents respectively, the terms and provisions of which, except to the extent expressly modified by this Joinder are each ratified
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and confirmed and continue unchanged in full force and effect. Any reference to the Loan Agreement or other Loan Documents respectively in this or any other instrument, document or agreement related thereto or executed in connection therewith shall mean the Loan Agreement and other Loan Documents respectively as amended by this Joinder.
5. Confirmation of Indebtedness. Borrower and each Subsidiary Guarantor, including Joining Guarantor, confirms and acknowledges that as of the close of business on December 31, 2010, (i) it is indebted to Agent and Lenders under the Loan Documents in the aggregate principal amount of $6,975,500 and (ii) Issuing Bank has issued Letters of Credit in the face amount of $50,000, in each case without any deduction, defense, setoff, claim or counterclaim, of any nature as of the date of this Joinder, plus all fees, costs and Expenses incurred to date in connection with the Loan Documents.
6. Effectiveness Conditions. This Joinder shall become effective upon the satisfaction of the following conditions:
(a) Borrower shall have delivered or caused to be delivered to Agent the following:
(i) this Joinder, executed by Borrower and each Subsidiary Guarantor, including Joining Guarantor;
(ii) certified copies of (A) resolutions of the sole member of Joining Guarantor authorizing the execution, delivery and performance of this Joinder and the transactions contemplated hereby, and (B) Joining Guarantors certificate of formation and operating agreement;
(iii) an incumbency certificate for Joining Guarantor identifying all individuals authorized to execute this Joinder, with specimen signatures;
(iv) a good standing certificate for Joining Guarantor showing Joining Guarantor to be in good standing in its state of organization and in each other state in which it is doing and presently intends to do business;
(v) certification by the chief financial officer of Borrower that no event has occurred which would reasonably be likely to have a Material Adverse Effect;
(vi) the following lien searches (the results of which are to satisfactory to Agent in its sole discretion): (A) UCC searches with the Secretary of State and local filing office of each state where Joining Guarantor is organized, maintains its executive office, a place of business, or assets, and (B) judgment, federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under subparagraph (A) above, other than local level searches in the state of incorporation or formation (as applicable); and
(vii) any other agreements, documents, instruments and writings reasonably required by Agent to evidence and perfect Lenders liens and security interest in the Collateral (as defined in the Guarantor Security Agreement) of Joining Guarantor.
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(b) payment to Agent of all of Agents Expenses.
(c) such other items as Agent may reasonably require.
7. Governing Law. THIS JOINDER, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. THE PROVISIONS OF THIS JOINDER AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.
8. Modification. No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed by Borrower, each Subsidiary Guarantor, including Joining Guarantor, and Agent or Lenders, as required under the Loan Agreement.
9. Duplicate Originals: Two or more duplicate originals of this Joinder may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument.
10. Waiver of Jury Trial: EACH SUBSIDIARY GUARANTOR, INCLUDING JOINING GUARANTOR, BORROWER, AGENT AND EACH LENDER HEREBY WAIVE ANY AND ALL RIGHTS EACH MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS.
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IN WITNESS WHEREOF, the undersigned parties have executed this Joinder the day and year first above written.
BORROWER: | DEKANIA INVESTORS, LLC | |||||||
BY: | /s/ JOSEPH W. POOLER, JR. | |||||||
Name: | Joseph W. Pooler, Jr. | |||||||
Title: | Chief Financial Officer | |||||||
SUBSIDIARY GUARANTORS: | ||||||||
ALESCO HOLDINGS, LTD. CIRA ECM, LLC COHEN BROTHERS, LLC COHEN & COMPANY FINANCIAL MANAGEMENT, LLC COHEN & COMPANY MANAGEMENT, LLC COHEN ASIA INVESTMENTS LTD. COHEN LEGACY, LLC COHEN SECURITIES FUNDING, LLC DEKANIA CAPITAL MANAGEMENT, LLC STRATEGOS CAPITAL MANAGEMENT, LLC SUNSET HOLDINGS, LTD | ||||||||
BY: | /s/ JOSEPH W. POOLER, JR. | |||||||
Name: | Joseph W. Pooler, Jr. | |||||||
Title: | Chief Financial Officer | |||||||
c/o Cohen Brothers, LLC 2929 Arch Street Philadelphia, PA 19104 Attention: President Telecopy No.: (215)  ###-###-#### | ||||||||
JOINING GUARANTOR: | ||||||||
COHEN PRINCIPAL INVESTING, LLC | ||||||||
BY: | /s/ JOSEPH W. POOLER, JR. | |||||||
Name: | Joseph W. Pooler, Jr. | |||||||
Title: | Chief Financial Officer |
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AGENT: | TD Bank, N.A. as Agent, Lender and Issuing Bank | |||||||
BY: | /s/ RICHARD ZIMMERMAN | |||||||
Name: | Richard Zimmerman | |||||||
Title: | Vice President |
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EXHIBIT A
TD Bank, N.A.
EXHIBIT B
See attached
SCHEDULE I
Pledged Collateral
The following Collateral is hereby pledged by the applicable Pledgor to Secured Party pursuant to the Collateral Pledge Agreement to which this Schedule is attached
A. | Pledged Interest |
Collateral | Juris. of Org. | Class of Interests | Certificate Number | Number of Shares / % of Interests owned by Debtor | Debtor | |||||
Dekania Investors, LLC | DE | N/A | N/A | 100% | Cohen Brothers, LLC | |||||
Strategos Capital Management, LLC | DE | N/A | N/A | 100% | Cohen Brothers, LLC | |||||
Cohen & Company Management, LLC | DE | N/A | N/A | 100% | Cohen Brothers, LLC | |||||
Cohen Legacy, LLC | DE | N/A | N/A | 100% | Cohen Brothers, LLC | |||||
EuroDekania Management Limited | U.K. | N/A | N/A | 100% | Cohen Brothers, LLC | |||||
Cohen Asia Investments Ltd. | Cayman Is. | N/A | N/A | 100% | Cohen Brothers, LLC | |||||
EuroDekania Limited | Guernsey | N/A | N/A | 1,029,882 | Alesco Holdings, LTD | |||||
Star Asia Finance Limited | Guernsey | N/A | N/A | 3,478,876 | Dekania Investors, LLC | |||||
Star Asia Finance LLC | DE | N/A | N/A | 45,000 | Dekania Investors, LLC | |||||
Star Asia SPV, LLC | DE | N/A | N/A | 1,410,568 | Dekania Investors, LLC | |||||
Muni Funding Company of America, LLC | DE | N/A | N/A | 1,000,200 | Alesco Holdings, LTD | |||||
Non-Profit Preferred Funding Trust I | DE | Preferred | EA 19 | 250 | Cohen Brothers, LLC | |||||
Cohen & Company Securities LLC | DE | N/A | N/A | 100% | Cohen Brothers, LLC | |||||
Strategos Deep Value Mortgage Fund LP | DE | N/A | N/A | 29% | Dekania Investors, LLC | |||||
Strategos Deep Value Mtg. (Offshore) Fund | Cayman Is. | N/A | N/A | 9% | Dekania Investors, LLC |
Collateral | Juris. of Org. | Class of Interests | Certificate Number | Number of Shares / % of Interests owned by Debtor | Debtor | |||||
Strategos Deep Value Credit GP LLC | DE | N/A | N/A | 50% | Cohen Brothers, LLC | |||||
Kleros Real Estate CDO IV, Ltd. | Cayman Is. | Preferred | PS/R-1 | 100% | Cohen Brothers, LLC | |||||
Cohen & Company Financial Management, LLC | DE | Membership Interests/Units | N/A | 100% | Dekania Investors, LLC | |||||
Dekania Capital Management, LLC | DE | Membership Interests/Units | N/A | 100% | Dekania Investors, LLC | |||||
CIRA ECM, LLC | DE | Membership Interests/Units | N/A | 100% | Dekania Investors, LLC | |||||
Alesco Preferred Funding VI, Ltd. | Cayman Is. | Preferred | C-66 | 100 | Cohen & Company Financial Management, LLC | |||||
Alesco Preferred Funding VII, Ltd. | Cayman Is. | Preferred | R-35 | 500 | Cohen & Company Financial Management, LLC | |||||
Alesco Preferred Funding IX, Ltd. | Cayman Is. | Preferred | R-24 | 2,655 | Cohen & Company Financial Management, LLC | |||||
Kleros Preferred Funding II, Ltd | Cayman Is. | Preferred | PS/R-1 | 600 | Cohen & Company Financial Management, LLC | |||||
Kleros Preferred Funding, Ltd. | Cayman Is. | Preferred | PS/R-5 | 1,500 | CIRA ECM, LLC | |||||
Dekania Corp. | DE | Common | 9 | 1,458,333 | Cohen Legacy, LLC | |||||
Dekania Corp. | DE | Common Units (Common and | U-0011 | 250,000 | Cohen Legacy, LLC | |||||
Star Asia Management Ltd. | Cayman Is. | Common | N/A | 50% | Cohen Asia Investments Ltd | |||||
Kleros Real Estate CDO I, Ltd. | Cayman Is. | Preferred | PS/R-1 | 100% | Cohen Legacy, LLC | |||||
Alesco Holdings, Ltd. | Cayman Is. | Common | N/A | 100% | Cohen Principal Investing, LLC |
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Collateral | Juris. of Org. | Class of Interests | Certificate Number | Number of Shares / % of Interests owned by Debtor | Debtor | |||||
Alesco Preferred Funding XVII, Ltd. | Cayman Is | Preferred | R-2 | 40% | Alesco Holdings, Ltd. | |||||
Alesco Preferred Funding XVI, Ltd. | Cayman Is | Preferred | R-2 | 40% | Alesco Holdings, Ltd. | |||||
Alesco Preferred Funding XV, Ltd. | Cayman Is | Preferred | R-l | 40% | Alesco Holdings, Ltd. | |||||
Alesco Preferred Funding XIV, Ltd. | Cayman Is | Preferred | R-l | 40% | Alesco Holdings, Ltd. | |||||
Alesco Preferred Funding XIII, Ltd. | Cayman Is | Preferred | R-6 | 40% | Alesco Holdings, Ltd. | |||||
Alesco Preferred Funding XI, Ltd. | Cayman Is | Preferred | R-6 | 40% | Alesco Holdings, Ltd. | |||||
Alesco Preferred Funding X, Ltd. | Cayman Is | Preferred | R-6 | 40% | Alesco Holdings, Ltd. | |||||
Kleros Preferred Funding VII, Ltd. | Cayman Is | Preferred | R-I | 40% | Alesco Holdings, Ltd. | |||||
Kleros Preferred Funding V, Ltd. | Irish | Preferred | R-2 | 35.29% | Alesco Holdings, Ltd. | |||||
Libertas Preferred Funding I, Ltd. | Cayman Is | Preferred | N/A | 10.53% | Alesco Holdings, Ltd. | |||||
Cohen Securities Funding, LLC | DE | Membership Interests/Units | N/A | 100% | Cohen Brothers, LLC | |||||
Kleros Real Estate CDO II, Ltd. | Cayman Is. | Preferred | PS/R-1 | 100% | Cohen Legacy, LLC | |||||
Sunset Holdings, Ltd. | Cayman Is. | Common | N/A | 100% | Cohen Principal Investing, LLC | |||||
Emporia Preferred Funding III, Ltd. | Cayman Is. | Preferred | D-4 | 79.49% | Sunset Holdings, Ltd. | |||||
Emporia Preferred Funding II, Ltd. | Cayman Is. | Preferred | R-l | 59% | Sunset Holdings, Ltd. | |||||
Alesco Preferred Funding XII, Ltd. | Cayman Is. | Preferred | R-5 | 40% | Sunset Holdings, Ltd. |
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Collateral | Juris. of Org. | Class of Interests | Certificate Number | Number of Shares / % of Interests owned by Debtor | Debtor | |||||
Emporia Preferred Funding IV, Ltd. | Cayman Is. | Common | N/A | 100% | Cohen Legacy, LLC | |||||
Cohen & Company Capital Markets, LLC | DE | Membership Interests/Units | N/A | 100% | Cohen Securities Funding, LLC |
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SCHEDULE A
See attached.
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SCHEDULE E
Permanent Investments
Section 1
Description | # of Shares | Value as of 9-30-10 | ||||||
Star Asia Finance, Ltd. | 3,478,876 | 31,965,652 | ||||||
Star Asia Finance, LLC | 45,000 | 413,483 | ||||||
Muni Funding Company of America, LLC | 1,000,200 | 2,470,494 | ||||||
EuroDekania Ltd | 1,054,882 | 1,177,442 | ||||||
Non-Profit Preferred Funding I Preferred Shares | 250 | 114,161 | ||||||
Alesco VI Preferred Shares | 100 | | ||||||
Alesco VII Preferred Shares | 500 | | ||||||
Alesco IX Preferred Shares | 2,655 | | ||||||
Kleros I Preferred Shares | 1,500 | | ||||||
Kleros II Preferred Shares | 600 | | ||||||
36,141,232 | ||||||||
Description | LP Units | Value as of 9-30-10 | ||||||
Brigadier Capital, LP | 365,392 | 365,392 | ||||||
Brigadier Capital, LP | 86,917 | 86,917 | ||||||
Strategos Deep Value Onshore Fund, LP | 2,112,224 | 2,112,224 | ||||||
Strategos Deep Value Offshore Fund, LP | 4,275,642 | 4,275,642 | ||||||
6,840,175 | ||||||||
Total | 42,981,407 | |||||||
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Section 2
Description - Structured Finance Investments | # of Shares or Notional Amount | Value as of 9-30-10 | ||||||
Alesco Preferred Funding X, Ltd. Preference Shares | 24,1620 | $ | | |||||
Alesco Preferred Funding XI, Ltd. Preference Shares | 17,600 | | ||||||
Alesco Preferred Funding XII, Ltd. Preference Shares | 17,600 | | ||||||
Alesco Preferred Funding XIII, Ltd. Preference Shares | 13,440 | | ||||||
Alesco Preferred Funding XIV, Ltd. Preference Shares | 20,800 | | ||||||
Alesco Preferred Funding XV, Ltd. Preference Shares | 15,600 | | ||||||
Alesco Preferred Funding XVI, Ltd. Preference Shares | 10,400 | | ||||||
Alesco Preferred Funding XVII, Ltd. Preference Shares | 14,700 | | ||||||
Kleros Real Estate CDO I, Ltd. Preference Shares | 4,000 | | ||||||
Kleros Real Estate CDO II, Ltd. Preference Shares | 4,000 | | ||||||
Kleros Real Estate CDO IV, Ltd. Preference Shares | 12,000 | | ||||||
Libertas Preferred Funding I, Ltd. | 2,000 | | ||||||
Kleros Preferred Funding V | 3,000 | | ||||||
Kleros Preferred Funding VII | 3,200 | | ||||||
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Description - Other Investments | Notional Amount | Value as of 9-30-10 | ||||||
Peerless Commercial Loan | 11,745,590 | 1,200,0000 | ||||||
WDC Exploration & Wells Holding LLC | 500,000 | | ||||||
Yarhouse USA, Inc. | 500,000 | 250,000 | ||||||
On-Balance Sheet Residential Mortgage Loans | 1,480,000 | 266,533 | ||||||
1,716,533 |
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Schedule 5.1
State & Jurisdictions Where Borrower & Subsidiary Guarantors Are Qualified To Do Business
Company Name | State of Formation | Foreign Qualification States | ||
Alesco Holdings, Ltd. | Cayman | |||
Cira ECM, LLC | DE | |||
Cohen & Compagnie | FR | |||
Cohen & Company Financial Management, LLC | DE | NY, PA | ||
Cohen & Company Management, LLC | DE | NY, PA | ||
Cohen Asia Investments Ltd. | Cayman | |||
Cohen Brothers, LLC d/b/a Cohen & Company | DE | IL, NY, PA | ||
Cohen Legacy, LLC | DE | PA | ||
Cohen Principal Investing, LLC | DE | |||
Cohen Securities Funding LLC | DE | PA | ||
Dekania Capital Management, LLC | DE | PA | ||
Dekania Investors, LLC | DE | PA | ||
EuroDekania Management Limited | UK | |||
Strategos Capital Management, LLC | DE | PA | ||
Sunset Holdings, Ltd. | Cayman |
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Schedule 5.7
Federal Tax Identification Numbers of Borrower & Subsidiary Guarantors
Company Name | State of Formation | EIN | State / Country ID Number | |||
Alesco Holdings, Ltd. | Cayman | 98-0489740 | WK-155682 | |||
Brigadier Capital Management, LLC | DE | 42-1709932 | 4183552 | |||
Brigadier GP, LLC | DE | 87-0770835 | 4160506 | |||
Cira ECM, LLC | DE | 65-1246012 | 3947923 | |||
Cohen & Compagnie | FR | NA | 480 820 513 | |||
Cohen & Company Financial Management, LLC | DE | 51-0483226 | 3692613 | |||
Cohen & Company Management, LLC | DE | 14-1944454 | 4084630 | |||
Cohen Asia Investments Ltd. | Cayman | 98-0523411 | 181521 | |||
Cohen Brothers, LLC d/b/a Cohen & Company | DE | 01-0825075 | 3867388 | |||
Cohen Legacy, LLC | DE | 03-0601028 | 4197674 | |||
Cohen Principal Investing, LLC | DE | 27 ###-###-#### | 4914708 | |||
Cohen Securities Funding LLC | DE | 27-0981262 | 4733960 | |||
Dekania Capital Management, LLC | DE | 13 ###-###-#### | 3672210 | |||
Dekania Investors, LLC | DE | 54 ###-###-#### | 3690116 | |||
EuroDekania Management Limited | UK | 98-0510375 | 5894236 | |||
Strategos Capital Management, LLC | DE | 30-0291839 | 3825891 | |||
Sunset Holdings, Ltd. | Cayman | 98-0500646 | WK-167838 |
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Schedule 5.9
Subsidiaries & Affiliates
Part 1
Section A Subsidiaries
Brigadier Capital Management LLC
Brigadier GP LLC
Cira ECM Funding, LLC - f/k/a Emporia Capital Funding, LLC
Cira ECM, LLC, f/k/a Emporia Capital Management, LLC
Cohen & Compagnie
Cohen & Company Capital Management, LLC
Cohen & Company Financial Management, LLC
Cohen Legacy, LLC
Cohen & Company Management, LLC
Cohen & Company Securities, LLC
Cohen Asia Investments Ltd.
Cohen Principal Investing, LLC
Dekania Capital Management, LLC
Dekania Investors, LLC
EuroDekania Management Limited
Star Asia Management Ltd.
Strategos Capital Management, LLC
Strategos Deep Value Credit GP, LLC
Strategos Deep Value Credit II GP, LLC
Strategos Relative Value GP I, LLC
Section B Affiliates
Brigadier Capital LP
Brigadier Capital Master Fund Ltd.
Brigadier Capital Offshore Fund Ltd.
Brigadier Capital Offshore Holding Company Ltd.
Cohen Bros. Financial, LLC
Dekania Corp.
EuroDekania Limited
EuroDekania Operating Company, LLC
RAIT Financial Trust
Star Asia Finance, Limited
Star Asia Finance, LLC
Star Asia Management Japan Ltd.
Star Asia SPV, LLC
Strategos Deep Value Mortgage Fund LP
Strategos Deep Value Mortgage (Offshore) Fund L.P.
Strategos Deep Value Mortgage Master Fund Ltd.
Strategos Deep Value Mortgage (Offshore) Fund 1-A L.P.
Strategos Deep Value Mortgage Fund II LP - Fund II Offshore Entity
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Strategos Deep Value Mortgage Master Fund II Ltd. - Fund II
Strategos Relative Value Mortgage Fund LP
Strategos Deep Value Mortgage Onshore Fund II LP
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Part 2
Section A Subsidiaries
Alesco Holdings, Ltd.
Cohen Securities Funding LLC
Emporia Preferred Funding IV, Ltd.
Sunset Financial Statutory Trust I
Sunset Holdings, Ltd.
Section B CDO / CLO Entities
Alesco Preferred Funding X, Ltd.
Alesco Preferred Funding XI, Ltd.
Alesco Preferred Funding XII, Ltd.
Alesco Preferred Funding XIII, Ltd.
Alesco Preferred Funding XIV, Ltd.
Alesco Preferred Funding XV, Ltd.
Alesco Preferred Funding XVI, Ltd.
Alesco Preferred Funding XVII, Ltd.
Emporia Preferred Funding II, Ltd.
Emporia Preferred Funding III, Ltd.
Kleros Preferred Funding V, PLC
Kleros Preferred Funding VII, Ltd.
Kleros Real Estate CDO I, Ltd.
Kleros Real Estate CDO II, Ltd.
Kleros Real Estate CDO IV, Ltd.
Libertas Preferred Funding I, Ltd.
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Schedule 5.17
Capital Stock of Borrower & Subsidiary Guarantors
Section 1
Cohen Brothers, LLC owns 100% of the membership interests in the following entities:
Brigadier Capital Management, LLC
Brigadier GP, LLC
Cohen Legacy, LLC
Cohen & Company Management, LLC
Cohen & Company Securities, LLC
Cohen Asia Investment Ltd.
Cohen Principal Investing, LLC
Cohen Securities Funding, LLC
Dekania Investors, LLC
EuroDekania Management Limited
Strategos Capital Management, LLC
Strategos Deep Value Credit GP, LLC
Strategos Deep Value Credit II GP, LLC
Cohen Brothers, LLC owns 100% of the ownership interests in:
Cohen & Compagnie, SAS
Cohen & Company Securities, LCC owns 100% of the membership interests in the following entities:
Cira ECM Funding, LLC, f/k/a Emporia Capital Funding LLC
Dekania Investors, LCC owns 100% of the membership interests in the following entities:
Cohen & Company Financial Management, LLC
Dekania Capital Management, LLC
Cira ECM, LLC, f/k/a Emporia Capital Management, LLC
Cohen Brothers, LLC Capital Stock: (Numbers below are as of September 30, 2010)
Cohen Brothers, LLC Outstanding Membership Units = 15,626,903
Cohen Brothers, LLC Restricted Units representing, in the aggregate, the contractual right to receive 1,495,239 Membership Units
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Section 2
Cohen Brothers, LLC, owns the percentages of preferred stock set forth below:
Alesco Preferred Funding X, Ltd. 40%
Alesco Preferred Funding XIII, Ltd. 40%
Kleros Real Estate CDO IV, Ltd. 100%
The following entities own the equity interests set forth below:
Debtor | Collateral | % of Interest Owned | Class of Interests | |||||
Cohen Legacy, LLC | Kleros Real Estate CDO I, Ltd. | 100 | % | Preferred | ||||
Cohen Legacy, LLC | Kleros Real Estate CDO I, Ltd. | 100 | % | Common | ||||
Cohen Principal Investing, LLC | Alesco Holdings, Ltd. | 100 | % | Common | ||||
Alesco Holdings, Ltd. | Alesco Preferred Funding XVII, Ltd. | 40 | % | Preferred | ||||
Alesco Holdings, Ltd. | Alesco Preferred Funding XVI, Ltd. | 40 | % | Preferred | ||||
Alesco Holdings, Ltd. | Alesco Preferred Funding XV, Ltd. | 40 | % | Preferred | ||||
Alesco Holdings, Ltd. | Alesco Preferred Funding XIV, Ltd. | 40 | % | Preferred | ||||
Alesco Holdings, Ltd. | Alesco Preferred Funding XI, Ltd. | 40 | % | Preferred | ||||
Alesco Holdings, Ltd. | Kleros Preferred Funding VII, Ltd. | 40 | % | Preferred | ||||
Alesco Holdings, Ltd. | Kleros Preferred Funding V, PLC | 35.29 | % | Preferred | ||||
Alesco Holdings, Ltd. | Libertas Preferred Funding III, Ltd. | 12.5 | % | Preferred | ||||
Alesco Holdings, Ltd. | Libertas Preferred Funding I, Ltd. | 10.53 | % | Preferred | ||||
Debtor | Collateral | % of Interest Owned | Class of Interests | |||||
Cohen Legacy, LLC | Kleros Real Estate CDO II, Ltd. | 100 | % | Preferred | ||||
Cohen Principal Investing, LLC | Sunset Holdings, Ltd. | 100 | % | Common | ||||
Cohen Legacy, LLC | Kleros Real Estate CDO II, Ltd. | 100 | % | Common | ||||
Sunset Holdings, Ltd. | Emporia Preferred Funding III, Ltd. | 33.9 | % | Preferred |
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Sunset Holdings, Ltd. | Emporia Preferred Funding II, Ltd. | 59 | % | Preferred | ||||
Sunset Holdings, Ltd. | Alesco Preferred Funding XII, Ltd. | 40 | % | Preferred | ||||
Cohen Legacy, LLC | Emporia Preferred Funding IV, Ltd. | 100 | % | Common | ||||
Cohen Legacy, LLC | Kleros Real Estate CDO IV, Ltd. | 100 | % | Common |
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Schedule 5.19
Perfection and Priority - Borrower & Subsidiary Guarantors
All financing statements related to entities mentioned below shall be filed with the Secretary of State for the State of Delaware.
Cohen & Company Financial Management, LLC
Cohen Legacy, LLC
Cohen & Company Management, LLC
Cohen Principal Investing, LLC
Cohen Securities Funding LLC
Cohen Brothers, LLC, d/b/a Cohen & Company
Dekania Capital Management, LLC
Dekania Investors, LLC
Strategos Capital Management, LLC
Perfection of a Security Interest in this entity below shall be done in compliance with Cayman Island Law.
Alesco Holdings, Ltd.
Sunset Holdings, Ltd.
Cohen Asia Investments Ltd.
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