ACA Capital Holdings Inc Watch

from 8-K 12 pages First Amendment

from 8-K 8 pages Indemnity Agreement

from 10-K 23 pages Employment Agreement (This “Agreement”), Dated as of September 30, 2004 (The “Effective Date”), Between American Capital Access Service Corporation, a Delaware Corporation (“Service”), ACA Capital Holdings, Inc., a Delaware Corporation (“Holdings”), Aca Financial Guaranty Corporation, a Maryland Corporation (“Financial,” And, Together With Holdings and Service, the “Company”) and Joseph Pimbley (The “Executive”). Pursuant to That Certain Management Service Agreement, Dated September 24, 1997, Service Provides a Broad Range of Administrative and Business Services to Financial. Financial Is in the Business of Providing Financial Guaranty Insurance and Specialized Surety Products. Service Desires to Employ the Executive and Financial and Holdings Desire to Lease From Service the Executive’s Services as an Officer and Employee, and the Executive Desires to Accept Such Employment. Accordingly, in Consideration of the Premises and Mutual Covenants Contained Herein and for Other Good and Valuable Consideration, the Receipt and Adequacy of Which Are Mutually Acknowledged, the Company and the Executive Agree as Follows: 1. Definitions. for Purposes of This Agreement, the Following Terms Shall Have the Following Meanings

from 10-Q 33 pages This Sublease Is Made and Entered Into This 19th Day of October, 2006, by and Between Platinum Technology International, Inc., a Delaware Corporation (“Landlord”) and ACA Financial Guaranty Corporation, a Maryland Insurance Corporation (“Tenant”). 1. Basic Sublease Provisions. A. Property Address: 140 Broadway, New York, New York B. Tenant’s Address (For Notices): 140 Broadway, 47th Floor, New York, New York 10005, Attention: General Counsel C. Landlord’s Address (For Notices): C/O Ca, Inc., One Ca Plaza, Islandia, New York 11749, Attention: Lease Administration, With a Copy to Landlord C/O Ca, Inc., One Ca Plaza, Islandia, New York 11749, Attention: Legal-Real Estate Notice D. Prime Landlord: 140 Bw LLC

from 10-Q 110 pages Office Building Lease Between 140 Bw LLC, Landlord and ACA Financial Guaranty Corporation, Tenant Premises: The Entire 47th Floor and the Entire 48th Floor 140 Broadway New York, New York

from 10-Q 23 pages (A) “Affiliate” of a Person Means a Person That Directly or Indirectly Through One or More Intermediaries Controls, Is Controlled by or Is Under Common Control With, the Person Specified. Unless the Context Otherwise Requires, the Term “Control” (Including the Terms “Controlling,” “Controlled By” and “Under Common Control With”) Means the Possession, Direct or Indirect, of the Power to Direct or Cause the Direction of the Management and Policies of a Person, Whether Through the Ownership of Voting Securities, by Contract, or Otherwise. (B) “Base Salary” Means the Salary Provided for in Section 4 or Any Increased Salary Granted to the Executive Pursuant to Section 4. (C) “Board” Means the Board of Directors of Holdings, as Constituted From Time to Time. (D) “Cause” Means the Executive: (I) Is Convicted Of, or Pleads Nolo Contendere (Or Similar Plea) To, a Felony or a Crime Involving Moral Turpitude;

from 10-Q 18 pages 1. Definitions. for Purposes of This Agreement, the Following Terms Shall Have the Following Meanings

from S-1/A 23 pages (A) “Affiliate” of a Person Means a Person That Directly or Indirectly Through One or More Intermediaries Controls, Is Controlled by or Is Under Common Control With, the Person Specified. Unless the Context Otherwise Requires, the Term “Control” (Including the Terms “Controlling,” “Controlled By” and “Under Common Control With”) Means the Possession, Direct or Indirect, of the Power to Direct or Cause the Direction of the Management and Policies of a Person, Whether Through the Ownership of Voting Securities, by Contract, or Otherwise. (B) “Base Salary” Means the Salary Provided for in Section 4 or Any Increased Salary Granted to the Executive Pursuant to Section 4. (C) “Board” Means the Board of Directors of Holdings, as Constituted From Time to Time. (D) “Cause” Means the Executive: (I) Is Convicted Of, or Pleads Nolo Contendere (Or Similar Plea) To, a Felony or a Crime Involving Moral Turpitude;

from S-1/A 5 pages ACA Capital Holdings, Inc. Amended and Restated 2006 Stock Incentive Plan Restricted Stock Award Agreement , 2006

from S-1/A 6 pages ACA Capital Holdings, Inc. Amended and Restated 2006 Stock Incentive Plan Amended and Restated Non-Qualified Stock Option Agreement

from S-1/A 6 pages ACA Capital Holdings, Inc. Amended and Restated 2006 Stock Incentive Plan Amended and Restated Incentive Stock Option Agreement

from S-1/A 27 pages ACA Capital Holdings, Inc. Amended and Restated 2006 Stock Incentive Plan

from S-1/A 23 pages Employment Agreement (This “Agreement”), Dated as of September 30, 2004 (The “Effective Date”), Between American Capital Access Service Corporation, a Delaware Corporation (“Service”). ACA Capital Holdings, Inc., a Delaware Corporation (“Holdings”), Aca Financial Guaranty Corporation, a Maryland Corporation (“Financial,” And, Together With Holdings and Service, the “Company”) and James Rothman (The “Executive”). Pursuant to That Certain Management Service Agreement, Dated September 24, 1997, Service Provides a Broad Range of Administrative and Business Services to Financial. Financial Is in the Business of Providing Financial Guaranty Insurance and Specialized Surety Products. Service Desires to Employ the Executive and Financial and Holdings Desire to Lease From Service the Executive’s Services as an Officer and Employee, and the Executive Desires to Accept Such Employment. Accordingly, in Consideration of the Premises and Mutual Covenants Contained Herein and for Other Good and Valuable Consideration, the Receipt and Adequacy of Which Are Mutually Acknowledged, the Company and the Executive Agree as Follows: 1. Definitions. for Purposes of This Agreement, the Following Terms Shall Have the Following Meanings

from S-1/A 23 pages Employment Agreement (This “Agreement”), Dated as of September 30, 2004 (The “Effective Date”), Between American Capital Access Service Corporation, a Delaware Corporation (“Service”), ACA Capital Holdings, Inc., a Delaware Corporation (“Holdings”), Aca Financial Guaranty Corporation, a Maryland Corporation (“Financial,” And, Together With Holdings and Service, the “Company”) and Laura Schwartz (The “Executive”). Pursuant to That Certain Management Service Agreement, Dated September 24, 1997, Service Provides a Broad Range of Administrative and Business Services to Financial. Financial Is in the Business of Providing Financial Guaranty Insurance and Specialized Surety Products. Service Desires to Employ the Executive and Financial and Holdings Desire to Lease From Service the Executive’s Services as an Officer and Employee, and the Executive Desires to Accept Such Employment. Accordingly, in Consideration of the Premises and Mutual Covenants Contained Herein and for Other Good and Valuable Consideration, the Receipt and Adequacy of Which Are Mutually Acknowledged, the Company and the Executive Agree as Follows: 1. Definitions. for Purposes of This Agreement, the Following Terms Shall Have the Following Meanings

from S-1/A 2 pages Amendment No. 1 to Amended and Restated Employment Agreement

from S-1/A 24 pages Amended and Restated Employment Agreement (This “Agreement”), Dated as of September 30, 2004 (The “Effective Date”), Between American Capital Access Service Corporation, a Delaware Corporation (“Service”), ACA Capital Holdings, Inc., a Delaware Corporation (“Holdings”), Aca Financial Guaranty Corporation, a Maryland Corporation (“Financial,” And, Together With Holdings and Service, the “Company”) and William Tomljanovic (The “Executive”). Pursuant to That Certain Management Service Agreement, Dated September 24, 1997, Service Provides a Broad Range of Administrative and Business Services to Financial. Financial Is in the Business of Providing Financial Guaranty Insurance and Specialized Surety Products. the Company and the Executive Are Parties to That Certain Employment Agreement, Dated as of March 1, 2004 (The “Former Employment Agreement”). Service Desires to Employ the Executive and Financial and Holdings Desire to Lease From Service the Executive’s Services as an Officer and Employee, and the Executive Desires to Accept Such Employment. Accordingly, in Consideration of the Premises and Mutual Covenants Contained Herein and for Other Good and Valuable Consideration, the Receipt and Adequacy of Which Are Mutually Acknowledged, the Company and the Executive Agree as Follows: 1. Definitions. for Purposes of This Agreement, the Following Terms Shall Have the Following Meanings

from S-1/A 24 pages Amended and Restated Employment Agreement (This “Agreement”), Dated as of September 30, 2004 (The “Effective Date”), Between American Capital Access Service Corporation, a Delaware Corporation (“Service”), ACA Capital Holdings, Inc., a Delaware Corporation (“Holdings”), Aca Financial Guaranty Corporation, a Maryland Corporation (“Financial,” And, Together With Holdings and Service, the “Company”) and Edward U. Gilpin (The “Executive”). Pursuant to That Certain Management Service Agreement, Dated September 24, 1997, Service Provides a Broad Range of Administrative and Business Services to Financial. Financial Is in the Business of Providing Financial Guaranty Insurance and Specialized Surety Products. the Company and the Executive Are Parties to That Certain Employment Agreement, Dated as of March 1, 2004 (The “Former Employment Agreement”). Service Desires to Employ the Executive and Financial and Holdings Desire to Lease From Service the Executive’s Services as an Officer and Employee, and the Executive Desires to Accept Such Employment. Accordingly, in Consideration of the Premises and Mutual Covenants Contained Herein and for Other Good and Valuable Consideration, the Receipt and Adequacy of Which Are Mutually Acknowledged, the Company and the Executive Agree as Follows: 1. Definitions. for Purposes of This Agreement, the Following Terms Shall Have the Following Meanings

from S-1/A 18 pages 1. Definitions. for Purposes of This Agreement, the Following Terms Shall Have the Following Meanings

from S-1/A 9 pages Indemnity Agreement

from S-1/A 9 pages Indemnity Agreement