0001144204-16-074456 Sample Contracts

forbearance agreement to First lien credit agreement
First Lien Credit Agreement • January 6th, 2016 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York

This FORBEARANCE AGREEMENT TO FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of December 31, 2015, is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the lenders party hereto (collectively the “Lenders” and each a “Lender”), Barclays Bank PLC, as Issuing Bank and Swing Line Lender, and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) and Collateral Agent.

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forbearance agreement to SECOND lien credit agreement
Second Lien Credit Agreement • January 6th, 2016 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York

This FORBEARANCE AGREEMENT TO SECOND LIEN CREDIT AGREEMENT (this “Agreement”), dated as of December 31, 2015, is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the lenders party hereto (collectively the “Lenders” and each a “Lender”, which Lenders, for the avoidance of doubt, constitute the Required Lenders)) and Bank of America, N.A. (“Bank of America”), as administrative agent and collateral agent under the Loan Documents (Bank of America, in such roles and capacity (together with its successors in such capacity) collectively referred to as the “Administrative Agent”).

forbearance agreement to INDENTURE GOVERNING THE LUXOR CONVERTIBLE NOTES
Forbearance Agreement • January 6th, 2016 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York

This FORBEARANCE AGREEMENT TO INDENTURE GOVERNING THE LUXOR CONVERTIBLE NOTES (this “Agreement”), dated as of December 31, 2015, is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Issuer”), and the affiliates of Luxor Capital Group, LP whose names appear on the signature pages hereto and who together own all of the outstanding 5.00% Convertible Senior Notes due 2021 of the Issuer (the “Notes” and the holders thereof collectively, the “Holder”).

forbearance agreement to SENIOR UNSECURED PROMISSORY NOTES
Senior Unsecured Promissory Notes • January 6th, 2016 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York

This FORBEARANCE AGREEMENT TO SENIOR UNSECURED PROMISSORY NOTES (this “Agreement”), dated as of December 31, 2015, is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Issuer”), and the holders of those certain Senior Unsecured Promissory Notes, each dated November 9, 2015, for the aggregate principal amount of $15 million (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Notes”).

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