FIRST LIEN CREDIT AGREEMENT dated as of April 29, 2014 among RCS CAPITAL CORPORATION, as Borrower RCS CAPITAL MANAGEMENT, LLC RCAP HOLDINGS, LLC THE LENDERS PARTY HERETO and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, MERRILL...Credit Agreement • May 2nd, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
FIRST LIEN CREDIT AGREEMENT dated as of April 29, 2014 (this “Agreement”), among RCS Capital Corporation, a Delaware corporation (the “Borrower”), RCAP Holdings, LLC, a Delaware limited liability company (“RCAP Holdings”), RCS Capital Management, LLC, a Delaware limited liability company (“RCS Management”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) and BARCLAYS BANK PLC, as Issuing Bank and Swing Line Lender and BARCLAYS BANK PLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Secured Parties.
SECOND LIEN CREDIT AGREEMENT dated as of April 29, 2014 among RCS CAPITAL CORPORATION, as Borrower RCS CAPITAL MANAGEMENT, LLC RCAP HOLDINGS, LLC THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent,...Second Lien Credit Agreement • May 2nd, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
SECOND LIEN CREDIT AGREEMENT dated as of April 29, 2014 (this “Agreement”), among RCS Capital Corporation, a Delaware corporation (the “Borrower”), RCAP Holdings, LLC, a Delaware limited liability company (“RCAP Holdings”), RCS Capital Management, LLC, a Delaware limited liability company (“RCS Management”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Secured Parties.
AMENDMENT NO. 1 TO AMENDED AND RESTATED 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENTMulti-Year Outperformance Agreement • May 2nd, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENTS, dated as of April 28, 2014 (this “Amendment”), is entered into by and among RCS Capital Corporation (the “Company”), RCS Capital Holdings, LLC (the “Partnership”), and RCS Capital Management, LLC, the Company’s service provider (the “Service Provider”).
AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 29, 2014 5.00% Convertible Senior Notes due 2021Indenture • May 2nd, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
INDENTURE dated as of April 29, 2014 (this “Indenture”) between RCS CAPITAL CORPORATION, a Delaware corporation, as issuer (the “Issuer,” as more fully set forth in Section 1.01), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Reimbursement AgreementReimbursement Agreement • May 2nd, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This reimbursement agreement is entered into on and as of the date set forth above (this “Agreement”) and sets forth certain agreements between RCAP Holdings, LLC, a Delaware limited liability company (“Holdings”), and RCS Capital Corporation, a Delaware corporation (the “Corporation”).
PUT & CALL AGREEMENTPut & Call Agreement • May 2nd, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
This Put & Call AgReement is entered into as of April 29, 2014 (this “Agreement”) by and among Luxor Capital Partners, LP, Blue Sands LLC, Blue Sands B Inc., Blue Sands C Inc., and Blue Sands D Inc. (collectively, “Investor”), RCS Capital Corporation (the “Issuer”) and the existing members (the “Existing Members”) of RCS Capital Management, LLC (the “Management Co”) as set forth on Schedule 1 hereto. Investor, Issuer and the Existing Members are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ContractLimited Liability Company Agreement • May 2nd, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
AGREEMENT dated as of April 29, 2014 (this “Agreement”), among RCS Capital Management, LLC, a Delaware limited liability company (“RCS Capital Management”), RCS Capital Corporation, a Delaware corporation (“Pubco”), and the individuals identified as “New Members” on the signature pages hereto (collectively, the “New Members”).
SECURITIES PURCHASE AGREEMENT by and among RCS Capital Corporation, RCAP Holdings, LLC and Luxor Capital Group, LP and certain other Investors identified herein Dated as of April 29, 2014Securities Purchase Agreement • May 2nd, 2014 • RCS Capital Corp • Security brokers, dealers & flotation companies • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 29, 2014, is by and among RCS Capital Corporation, a Delaware corporation (the “Company”), each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”) and, solely for the purposes of Section 9, RCAP Holdings, LLC, a Delaware limited liability company (“Parent” and together with the Company, the “Signing Parties”)). Unless otherwise defined, capitalized terms used in this Agreement are defined in Section 7; references to an “Exhibit”, “Schedule” or “Section” are, unless otherwise specified, to an Exhibit, Schedule or Section, respectively, attached to this Agreement.
