AMENDED AND RESTATED TRUST AGREEMENT Among RESOURCE CAPITAL CORP., as Depositor WELLS FARGO BANK, N.A., as Property Trustee WELLS FARGO DELAWARE TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative TrusteesTrust Agreement • August 10th, 2006 • Resource Capital Corp. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 25, 2006, among (i) Resource Capital Corp., a Maryland corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wells Fargo Bank, N.A., as property trustee (in such capacity, the “Property Trustee”), (iii) Wells Fargo Delaware Trust Company, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Thomas C. Elliott, an individual, Steven J. Kessler, an individual, and Michael S. Yecies, an individual, each of whose address is c/o Resource Capital Corp., 712 Fifth Avenue, 10th floor, New York, New York 10019, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
JUNIOR SUBORDINATED INDENTURE between RESOURCE CAPITAL CORP. and WELLS FARGO BANK, N.A., as TrusteeJunior Subordinated Indenture • August 10th, 2006 • Resource Capital Corp. • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of May 25, 2006, between Resource Capital Corp., a Maryland corporation (the “Company”), and Wells Fargo Bank, N.A., as Trustee (in such capacity, the “Trustee”).
JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENTJunior Subordinated Note Purchase Agreement • August 10th, 2006 • Resource Capital Corp. • Real estate investment trusts • New York
THIS JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of May 25, 2006 (this “Agreement”), between Resource Capital Corp., a Maryland corporation (the “Company”), and Resource Capital Trust I, 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).
