Re: RCC Real Estate SPE 3, LLC (“SPE 3”) and Resource Capital Corp. (“RCC”)
March 13,
2009
Natixis
Real Estate Capital, Inc.
0 Xxxx
00xx
Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
|
|
Re:
|
RCC
Real Estate SPE 3, LLC (“SPE 3”) and Resource Capital Corp.
(“RCC”)
|
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. (“Natixis”) and SPE 3 (the “Repurchase
Agreement”), together with the guarantee thereof pursuant to a Guaranty dated
April 12, 2007, as amended, from RCC to Natixis. This letter is to
reflect certain understandings and agreements with respect to the Guaranty and
the Repurchase Agreement, as follows:
1. Net Worth
Covenant. Natixis hereby waives the requirements of clause (A)
of Section 6(b)(i) of the Guaranty for the period (the “Waiver Period”)
beginning December 31, 2008 and expiring May 12, 2009 and agrees that, for such
period, RCC shall be required to maintain a Net Worth (as such term is defined
in the Guaranty) in excess of $165,000,000. Upon expiration of the
Waiver Period, the amount of RCC’s Net Worth shall revert to the amount in
effect prior to the Waiver Period and, as a result, RCC shall then be required
to maintain a Net Worth in excess of $200,000,000.
2. Partial Payment of
Repurchase Price. SPE 3 hereby agrees that, upon execution of
this letter by Natixis, it shall pay Natixis $1,000,000 in reduction of the
Repurchase Price of the Xxxxx XX Existing Assets (as each such term is defined
in the Repurchase Agreement). Such payment shall be by wire transfer
to such account as may be designated by Natixis in writing. This
letter agreement shall terminate and be of no force or effect if such amount is
not paid by 5:00 p.m. of the first business day following receipt by SPE 3 and
RCC of a copy of this letter executed by Natixis.
3. Certain
Undertakings. Each of SPE 3, RCC and Natixis undertakes,
during the Waiver Period, to use its commercially reasonable efforts to
negotiate certain modifications of affecting the Repurchase Agreement and
Guaranty including the following matters:
|
(i)
|
a
reduction in the aggregate amount of the outstanding Repurchase Prices
under the Repurchase Agreement; and
|
|
(ii)
|
a
reduction in the amount of Net Worth RCC is required to maintain under
clause (A) of Section 6(b)(i) of the
Guaranty.
|
Nothing
contained herein shall constitute a waiver (except as expressly provided herein
during the Waiver Period), modification or amendment of the Repurchase
Agreement, the Guaranty or the other Transaction Documents and, except as
expressly provided herein during the Waiver Period, all of such documents remain
unmodified and in full force and effect. Natixis shall have no liability or
obligation to SPE3, RCC or any other Person if the parties are unable or
unwilling, for any reason or no reason whatsoever, to agree on any further
modifications to the Transaction Documents pursuant to paragraph 3. 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/ Xxxxxx X.
Xxxxxx
|
|
|
Name: Xxxxxx X.
Xxxxxx
|
|
|
Title: Vice
President
|
|
Very
truly yours,
|
|
|
By: /s/ Xxxxxxx X.
Xxxxxxxxx
|
|
|
Name: Xxxxxxx X.
Xxxxxxxxx
|
|
|
Title: Senior
Vice
President
|
|
Accepted
and agreed to this
13th
day of March 2009
|
|
|
NATIXIS
REAL ESTATE CAPITAL, INC.
|
|
|
By: /s/ Xxxxxxxx
Xxxx
|
|
|
Name: Xxxxxxxx
Xxxx
|
|
|
Title: Managing
Director
|
|
|
By: /s/ Xxxxxx X.
Xxxxxx
|
|
|
Name: Xxxxxx X.
Xxxxxx
|
|
|
Title: Managing
Director, Deputy General Counsel
|
|
