Joinder Agreement No. 3 (Franklin)
Exhibit 10.11
Joinder Agreement No. 3
(Franklin)
This Joinder Agreement No. 3, dated as of December 19, 2008, is delivered pursuant to
Section 7.10 (Additional Loan Parties) of the Security Agreement, dated as of November 15, 2007 (as
amended, supplemented, restated or otherwise modified from time to time, the “Security Agreement”)
by Franklin Credit Management Corporation (the “Borrower”) and each of the entities listed
on the signature pages thereof in favor of The Huntington National Bank (the “Lender”).
Capitalized terms used herein but not defined herein are used with the meanings given them in the
Security Agreement.
By executing and delivering this Joinder Agreement No. 3, each of the undersigned, as provided
in Section 7.10 (Additional Loan Parties) of the Security Agreement, hereby becomes a party to the
Security Agreement as a Loan Party thereunder with the same force and effect as if originally named
as a Loan Party therein, which, with respect to Holding shall become effective immediately after
the filing of the Certificate of Merger, and, without limiting the generality of the foregoing,
hereby grants to the Lender, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations of the undersigned, hereby collaterally assigns, conveys, mortgages, pledges,
hypothecates and transfers to the Lender and grants to the Lender a Lien on and security interest
in, all of its right, title and interest in, to and under the Collateral and expressly assumes all
obligations and liabilities of a Loan Party thereunder.
The information set forth in Annex A to this Joinder Agreement No. 3 is hereby added
to the information set forth in Schedules 1 through 8 to the Security Agreement.
Each of the undersigned hereby represents and warrants that each of the representations and
warranties contained in Article III (Representations and Warranties) of the Security Agreement
applicable to it is true and correct on and as the date hereof as if made on and as of such date.
[Signature Pages Follow]
In witness whereof, each of the undersigned has caused this Joinder Agreement No. 3
to be duly executed and delivered as of the date first above written.
| FRANKLIN CREDIT ASSET CORPORATION, as a Loan Party |
||||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Jardin | |||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Jardin | |||
| Title: | Chief Executive Officer | |||
| FRANKLIN CREDIT HOLDING CORPORATION, as a Loan Party |
||||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||
| Title: | President | |||
Accepted and Agreed
as of the date first above written:
as of the date first above written:
THE HUNTINGTON NATIONAL BANK,
as Lender
as Lender
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |||||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇ | |||||
| Title: | Senior Vice President | |||||
Signature Page to Joinder Agreement No. 3 (Franklin)
ANNEX A TO JOINDER AGREEMENT NO. 3 (Franklin)
Schedule 1
State of Incorporation; Principal Executive Office
Name: FRANKLIN CREDIT ASSET CORPORATION
Tax ID: ▇▇-▇▇▇▇▇▇▇
Jurisdiction of Organization: Delaware Corporation
Chief Executive Officer: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Jardin
Address of Chief Executive Office: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tax ID: ▇▇-▇▇▇▇▇▇▇
Jurisdiction of Organization: Delaware Corporation
Chief Executive Officer: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Jardin
Address of Chief Executive Office: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Name: FRANKLIN CREDIT HOLDING CORPORATION
Tax ID: ▇▇-▇▇▇▇▇▇▇
Jurisdiction of Organization: Delaware Corporation
Chief Executive Officer: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Jardin
Address of Chief Executive Office: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tax ID: ▇▇-▇▇▇▇▇▇▇
Jurisdiction of Organization: Delaware Corporation
Chief Executive Officer: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Jardin
Address of Chief Executive Office: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule 2
Pledged Collateral
FRANKLIN CREDIT ASSET CORPORATION:
| • | 100% of issued and outstanding equity of all classes of stock of subsidiaries of Franklin Credit Asset Corporation. | ||
| • | Trust Certificate of Franklin Credit Trust Series I |
FRANKLIN CREDIT HOLDING CORPORATION:
| • | 100% of issued and outstanding equity of all classes of stock and membership interests of subsidiaries of Franklin Credit Holding Corporation, including but not limited to, Franklin Credit Management Corporation, Franklin Credit Asset Corporation, Tribeca Lending Corp. and Franklin Credit Loan Servicing, LLC. |
Schedule 3
Filings
FRANKLIN CREDIT ASSET CORPORATION – Delaware Secretary of State
FRANKLIN CREDIT HOLDING CORPORATION – Delaware Secretary of State
Schedule 4
Location of Inventory and Equipment
FRANKLIN CREDIT ASSET CORPORATION
| • | ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |
FRANKLIN CREDIT HOLDING CORPORATION
| • | ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |
Schedule 5
Intellectual Property
FRANKLIN CREDIT ASSET CORPORATION:
None
FRANKLIN CREDIT HOLDING CORPORATION:
None
Schedule 6
Deposit Accounts; Securities Accounts
FRANKLIN CREDIT ASSET CORPORATION:
None
FRANKLIN CREDIT HOLDING CORPORATION:
None
Schedule 7
Commercial Tort Claims
FRANKLIN CREDIT ASSET CORPORATION:
None
FRANKLIN CREDIT HOLDING CORPORATION:
None
Schedule 8
Permitted Liens
FRANKLIN CREDIT ASSET CORPORATION:
None
FRANKLIN CREDIT HOLDING CORPORATION:
None