EXECUTION
JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT
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 Wells 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:
|
