0001426850-09-000025 Sample Contracts

AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT AND PREFERRED SECURITIES CERTIFICATE
Trust Agreement and Preferred Securities Certificate • November 9th, 2009 • Resource Capital Corp. • Real estate investment trusts • Delaware

THIS AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT AND PREFERRED SECURITIES CERTIFICATE (this “Amendment”) is made this 26th day of October, 2009 to be effective as of September 30, 2009 (the “Effective Date”), by and among the following: WELLS FARGO BANK, N.A. (the “Property Trustee”); THOMAS C. ELLIOTT, an individual (“Administrative Trustee 1”), STEVEN J. KESSLER, an individual (“Administrative Trustee 2”), and MICHAEL S. YECIES, an individual (“Administrative Trustee 3,” and collectively with Administrative Trustee 1 and Administrative Trustee 2, the “Administrative Trustees”); and RESOURCE CAPITAL CORP., a Maryland corporation (the “Company”), in its capacity as the Holder of all Common Securities (the “Holder”).

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AMENDMENT TO JUNIOR SUBORDINATED INDENTURE AND JUNIOR SUBORDINATED NOTE DUE 2036
Resource Capital Corp. • November 9th, 2009 • Real estate investment trusts • New York

THIS AMENDMENT TO JUNIOR SUBORDINATED INDENTURE AND JUNIOR SUBORDINATED NOTE DUE 2036 (this “Amendment”) is made this 26th day of October, 2009 to be effective as of September 30, 2009 (the “Effective Date”), by and between RESOURCE CAPITAL CORP., a Maryland corporation (the “Company”), and WELLS FARGO BANK, N.A., as Trustee (the “Trustee”).

AMENDMENT TO JUNIOR SUBORDINATED INDENTURE AND
Resource Capital Corp. • November 9th, 2009 • Real estate investment trusts • New York

THIS AMENDMENT TO JUNIOR SUBORDINATED INDENTURE AND JUNIOR SUBORDINATED NOTE DUE 2036 (this “Amendment”) is made this 26th day of October, 2009 to be effective as of September 30, 2009 (the “Effective Date”), by and between RESOURCE CAPITAL CORP., a Maryland corporation (the “Company”), and WELLS FARGO BANK, N.A., as Trustee (the “Trustee”).

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