exv4w12w1



 






Exhibit 4.12.1




October 12, 2005




Farallon Capital Management, L.L.C.

One Maritime Plaza

Suite 1325

San Francisco, CA 94111

Attention: Mark C. Wehrly




Madison Dearborn Capital Partners III, L.P.

Madison Dearborn Special Equity III, L.P.

Three First National Plaza

Suite 3800

Chicago, IL 60602

Attention: Timothy M. Hurd




John K. Delaney

4445 Willard Avenue

12th Floor

Chevy Chase, MD 20815




Jason M. Fish

One Maritime Plaza

11th Floor

San Francisco, CA 94111




Re: CapitalSource Inc.



Dear Sirs:




     Reference is hereby made to that certain Amended and Restated Registration Rights Agreement
(the “Agreement”), dated as of August 30, 2002, by and among CapitalSource Holdings LLC, the
predecessor to CapitalSource Inc. (the “Company”), and the Holders of Registrable Securities
parties thereto. Capitalized terms not otherwise defined herein shall have the meanings ascribed
to such terms in the Agreement.



     The Company understands that each of Madison Dearborn Capital Partners III, L.P., Madison
Dearborn Special Equity III, L.P. and/or certain of their respective affiliates (collectively, the
“MDP Entities”), Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional
Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Farallon Capital Offshore
Investors, Inc., Farallon Capital Offshore Investors II, L.P., Tinicum Partners, L.P. and/or
certain of their respective affiliates (collectively, the “Farallon Entities”) John K. Delaney
and/or certain of his affiliates (collectively, “Delaney”) and Jason M. Fish and/or



 









 





Farallon Capital Management, L.L.C.

Madison Dearborn Partners III, LLC

John K. Delaney

Jason M. Fish

Page 2

October 12, 2005



certain of his affiliates (collectively “Fish”), proposes to purchase shares of the Company’s
common stock (the “Shares”) from one or more of the underwriters of the Company’s proposed public
offering, which is expected to close on or about October 13, 2005. As an inducement to the MDP
Entities, the Farallon Entities, Delaney and Fish to purchase such Shares, the Company hereby
confirms that any Shares purchased by a MDP Entity, a Farallon Entity, Delaney or Fish shall be
deemed to constitute Registrable Securities for all purposes pursuant to the Agreement. Each MDP
Entity or Farallon Entity purchasing such Shares shall be deemed to be a Holder of Non-Management
Securities and with respect to such Shares, Delaney and Fish shall be deemed to be a Holder of
Management Securities, in each case, for all purposes pursuant to the Agreement. The Company
further confirms that any of the Farallon Entities not otherwise listed beneath the header
“Farallon Entities” on Annex A to the Agreement shall be considered to be “Farallon Entities” for
purposes of Annex A to the Agreement.




     Notwithstanding the foregoing, nothing contained herein is intended, nor shall any provision
hereof be construed, to create any obligation on the part of any of the MDP Entities, the Farallon
Entities, Delaney or Fish to purchase any Shares in the public offering.



     This Letter Agreement may be executed in any number of counterparts and by the parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. This Letter Agreement shall be
governed by and construed in accordance with the internal laws of the State of Delaware, without
regard to the principles of conflicts of laws thereof. In case at any time after the date of this
Letter Agreement any further action is necessary or desirable to carry out the purposes of this
Letter Agreement, the Company shall use all reasonable efforts to take such necessary or desirable
action for the benefit of the MDP Entities, the Farallon Entities, Delaney and Fish.



[Signature Pages Follow]




 









 








Farallon Capital Management, L.L.C.

Madison Dearborn Partners III, LLC

John K. Delaney

Jason M. Fish

Page 3

October 12, 2005




	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 

	 	/s/ Steven A. Museles
 

	 	 
	 
	 	 	 	 
	 

	 	Steven A. Museles	 	 
	 

	 	Chief Legal Officer	 	 






 









 






AGREED AND ACCEPTED

THIS 12th DAY OF OCTOBER, 2005:




FARALLON CAPITAL INSTITUTIONAL

    PARTNERS, L.P.

FARALLON CAPITAL INSTITUTIONAL

    PARTNERS II, L.P.

FARALLON CAPITAL INSTITUTIONAL

    PARTNERS III, L.P.

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

TINICUM PARTNERS, L.P.




By: Farallon Partners, L.L.C.,

its General Partner




	 	 	 	 	 	 	 
	By:	 	  /s/ Mark C. Wehrly	 	 
	 	 	 	 	 
	Name: Mark C. Wehrly	 	 
	Title:   Managing Member	 	 






FARALLON CAPITAL OFFSHORE

    INVESTORS, INC.




By: Farallon Capital Management, L.L.C.,

its Agent and Attorney-in-Fact




	 	 	 	 	 	 	 
	By:	 	  /s/ Mark C. Wehrly	 	 
	 	 	 	 	 
	Name: Mark C. Wehrly	 	 
	Title:   Managing Member	 	 






 









 






AGREED TO AND ACCEPTED

ON BEHALF OF THE MDP ENTITIES

THIS 12th DAY OF OCTOBER, 2005:



MADISON DEARBORN CAPITAL PARTNERS III, L.P.



By: Madison Dearborn Partners, LLC

Its: General Partner



By: Madison Dearborn Partners III, L.P.

Its: General Partner




	 	 	 	 	 
	By:

	 	/s/ Timothy M. Hurd
 

Timothy M. Hurd
	 	 
	 

	 	Its: Managing Director	 	 






MADISON DEARBORN SPECIAL EQUITY III, L.P.



By: Madison Dearborn Partners, LLC

Its: General Partner



By: Madison Dearborn Partners III, L.P.

Its: General Partner




	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy M. Hurd
 

	 	 
	 	 	Timothy M. Hurd	 	 
	 	 	Its: Managing Director	 	 






 









 






AGREED TO AND ACCEPTED

ON BEHALF OF DELANEY

THIS 12th DAY OF OCTOBER, 2005:




	 	 	 	 	 
	By:

	 	     /s/ John K. Delaney
 

     John K. Delaney
	 	 






 









 






AGREED TO AND ACCEPTED

ON BEHALF OF FISH

THIS 12th DAY OF OCTOBER, 2005:




	 	 	 	 	 
	By:

	 	     /s/ Jason M. Fish
 

     Jason M. Fish