Re: RCC Real Estate SPE 3, LLC (“Seller”) and Resource Capital Corp. (“Sponsor”)
Natixis
Real Estate Capital, Inc.
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Re:
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RCC
Real Estate SPE 3, LLC (“Seller”) and Resource Capital Corp.
(“Sponsor”)
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Dear
Sirs:
Reference is made to that certain
Master Repurchase Agreement dated as of April 12, 2007, as amended, between
Natixis Real Estate Capital, Inc. (“Buyer”) and Seller (the “Repurchase
Agreement”), together with the guarantee thereof pursuant to a Guaranty dated
April 12, 2007, as amended, from Sponsor to Buyer (the
“Guaranty”). This letter is to reflect certain understandings and
agreements with respect to the Guaranty and the Repurchase Agreement, as follows
(capitalized terms used, but not otherwise defined, herein shall have the
meaning set forth in the Repurchase Agreement):
1. Net Worth
Covenant. Clause (A) of Section 6(b)(i) of the Guaranty, as
heretofore amended, is hereby further amended by deleting the reference to
“$200,000,000” and inserting in its place “$125,000,000”.
2. Repayment of Repurchase
Price.
(a) As of the
date of this letter, the amount of the Repurchase Prices of all remaining Assets
subject to Transactions is $4,600,000, as set forth in Exhibit A hereto. Seller
hereby agrees to pay the amounts listed below in reduction of the outstanding
amount of the aggregate Repurchase Prices for each of the Transactions as
follows (and such amounts shall be applied by Buyer to reduce the Repurchase
Price for each Transaction as determined by Buyer in its sole
discretion):
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(i)
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On
the execution of this letter agreement by Buyer, Seller shall pay an
amount equal to $1,300,000 to
Buyer.
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(ii)
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On
the Remittance Date occurring in September, 2009, Seller shall pay
$1,300,000 to Buyer.
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(iii)
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On
the Remittance Date occurring in December, 2009, Seller shall pay
$1,000,000 to Buyer.
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(iv)
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On
March 31, 2010, Seller shall pay in full the remaining outstanding balance
of the Repurchase Prices, together with all other amounts due under the
Repurchase Agreement.
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(v)
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The
foregoing payments shall not constitute an early termination of any
Transaction and shall not be subject to the provisions of Section 3(d) of
the Repurchase Agreement.
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(vi)
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Sponsor
acknowledges and agrees that the foregoing payments are Guaranteed
Obligations (as such term is defined in the
Guaranty).
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(b) Failure
by Seller, or Sponsor as guarantor, to make any payment required under this
letter within five (5) Business Days of the due date specified in this letter
shall constitute an Event of Default under Section 14 of the Repurchase
Agreement. Buyer shall have all rights and remedies with respect
thereto provided by the Repurchase Agreement or otherwise available to it under
applicable law.
(c) At any
time, Seller may repurchase the Lembi Mezz Existing Asset by paying $1,000,000
(the “Lembi Mezz Repurchase Amount”) to Buyer as required by the Second
Amendment to the Repurchase Agreement, dated as of November 25, 2008, together
with any other amounts required under Section 3(d) of the Repurchase Agreement.
Such Lembi Mezz Repurchase Amount shall be applied to reduce the balance of the
Repurchase Price for the remaining Asset payable under Section 2(a)(iii) of this
letter.
3. Transfer of Assets Subject
to Transactions; Termination of Repurchase Agreement. Subject
to Section 2(c) of this letter and Section 3(d) of the Repurchase Agreement, the
remaining Assets subject to Transactions shall be transferred to Seller upon
payment in full of the remaining Repurchase Price for each Asset then subject to
Transactions under the Repurchase Agreement (as such Repurchase Prices may have
been theretofore reduced by payments made by Seller under Sections 2(a)(i) and
2(a)(ii) of this letter), and the Repurchase Agreement and Guaranty shall
thereupon terminate.
4. Confirmation of Repurchase
Agreement and Guaranty. Except as set forth herein, all of the
other terms and conditions of the Repurchase Agreement and Guaranty, as each has
been heretofore amended, shall remain in full force and effect.
5. Acknowledgement of Section
3(d) Notice. The parties each hereby agree that this letter
shall constitute notice of an Early Repurchase Date, as and to the extent such
notice is required under Section 3(d) of the Repurchase Agreement.
If the
foregoing correctly reflects our understandings and agreements, please execute
this letter in the space provided below.
Very truly yours,
RCC REAL ESTATE SPE 3,
LLC
By: /s/ ▇▇▇▇▇▇ ▇.
Powers________
Name: ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Title:
VP
By: /s/ ▇▇▇▇▇ ▇.
Bryant______
Name: ▇▇▇▇▇ ▇.
▇▇▇▇▇
Title: SVP &
CFO
Accepted
and agreed to this
____ day
of June 2009
NATIXIS
REAL ESTATE CAPITAL, INC.
By: /s/ ▇▇▇▇▇▇▇▇
Love___________
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Managing
Director
EXHIBIT
A
EXISTING
ASSETS
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Name
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Type
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Applicable
Spread
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Current
Repurchase Price
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▇▇▇▇▇
▇▇ Mortgage Portfolio
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B
Note (pari passu senior participation)
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3.00%
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$4,600,000
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Lembi
I Mezzanine Portfolio
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Mezzanine
Loan Participation
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N/A
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-0-
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