RESOURCE CAPITAL CORP. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of August 16, 2017 to INDENTURE Dated as of October 21, 2013, 4.50% Convertible Senior Notes due 2022Indenture • August 16th, 2017 • Resource Capital Corp. • Real estate investment trusts • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of August 16, 2017 (the “Supplemental Indenture”), to the Indenture, dated as of October 21, 2013 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), between RESOURCE CAPITAL CORP., a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
RESOURCE CAPITAL CORP. (a Maryland corporation) UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2017 • Resource Capital Corp. • Real estate investment trusts • New York
EXCHANGE AGREEMENTExchange Agreement • August 16th, 2017 • Resource Capital Corp. • Real estate investment trusts • New York
This Agreement (this “Agreement”) is entered into as of August 10, 2017, by and among Resource Capital Corp., a Maryland corporation (the “Company”), and the entities set forth on Exhibit A hereto (each a “Holder” and collectively, the “Holders”), as the lawful owners of a collective $5,438,000.00 in principal amount (the “6.00% Old Notes”) of the Company’s 6.00% Convertible Senior Notes due 2018 (the “6.00% Notes”) and $16,723,000.00 in principal amount (the “8.00% Old Notes”, together with the 6.00% Old Notes, the “Old Notes”) of the Company’s 8.00% Convertible Senior Notes due 2020 (together with the 6.00% Notes, the “Outstanding Notes”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Outstanding Notes.
