JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT
EXECUTION
THIS
JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of September 29, 2006
(this “Agreement”),
between Resource Capital Corp., a Maryland corporation (the “Company”), and RCC
Trust II, a statutory trust created under the laws of the State of Delaware
(the
“Trust”),
relating to the Junior Subordinated Notes due 2036 (the “Notes”),
issuable pursuant to an Indenture, dated the Closing Date (as defined in the
Purchase Agreement identified below), between the Company and ▇▇▇▇▇ Fargo Bank,
N.A., as Trustee (the “Indenture”).
Capitalized terms used herein and not otherwise defined herein have the
respective meanings ascribed thereto in the Purchase Agreement (as defined
below).
WHEREAS,
the Company, the Trust and the Purchaser named therein have entered into a
Purchase Agreement, dated August 7, 2006, as amended (the “Purchase
Agreement”),
in
connection with the issuance and sale of Preferred Securities (liquidation
amount of $1,000 per security) (the “Preferred
Securities”)
by the
Trust; and
WHEREAS,
the Company and the Trust have entered into a Common Securities Subscription
Agreement, dated the Closing Date (the “Common
Securities Subscription Agreement”),
in
connection with the issuance and sale of common securities (liquidation amount
of $1,000 per security) (the “Common
Securities”)
by the
Trust; and
WHEREAS,
in connection with the Purchase Agreement and the Common Securities Subscription
Agreement and the issuance and sale of the Preferred Securities and the Common
Securities, respectively, pursuant thereto, the Trust desires to purchase from
the Company, and the Company desires to sell to the Trust, all of the
Notes.
NOW,
THEREFORE, in consideration of the foregoing premises and the conditions and
agreements hereinafter set forth, the parties hereto agree as
follows:
1. The
Trust
hereby offers to purchase from the Company, and the Company hereby accepts
such
offer and agrees to issue and sell to the Trust, contemporaneous with the
Closing Date, Twenty Five Million Seven Hundred Seventy Four Thousand Dollars
($25,774,000) aggregate principal amount of Notes, in consideration of the
payment on or before the date hereof of Twenty Five Million Seven Hundred
Seventy Four Thousand Dollars ($25,774,000) in immediately available
funds.
2. The
Company represents and warrants that the Notes have been duly authorized and
executed by the Company, and, when duly authenticated and delivered to the
Trust
in accordance with the terms hereof and of the Indenture, will constitute the
valid and binding obligations of the Company entitled to the benefits of the
Indenture, enforceable against the Company in accordance with their terms,
except to the extent that enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally or by general principles of equity (regardless of
whether considered in a proceeding in equity or at law).
3. This
Agreement and the rights and obligations of each of the parties hereto shall
be
construed and enforced in accordance with and governed by the laws of the State
of New York without reference to its conflict of laws provisions (other than
Section 5-1401 of the General Obligations Law).
4. ANY
LEGAL
ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR
ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF
THE
STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES
OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE
BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY
ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS
THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT.
5. This
Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
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In
Witness Whereof,
the
parties hereto have caused this Agreement to be duly executed as of the date
first written above.
By:
___________________________________
Name:
Title:
RCC
TRUST
II
By:
___________________________________
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Administrative
Trustee
By:
___________________________________
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Administrative
Trustee
By:
___________________________________
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Administrative
Trustee
Junior
Note Purchase Agreement
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