SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
September ___, 2002, to the Indenture (the "Indenture"), dated as of July 22,
1997, between RESOURCE AMERICA, INC., a corporation duly organized and existing
under the laws of the State of Delaware (the "Company"), having its principal
office at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and THE BANK OF
NEW YORK, a New York banking corporation, as Trustee (the "Trustee").
RECITALS
A. A majority in principal amount of the Outstanding Senior Notes, by Act of
such Holders delivered to the Company and the Trustee, have given their written
consent to this Supplemental Indenture as required by Article 8 of the
Indenture.
B. The Company has duly authorized the execution and delivery of this
Supplemental Indenture.
C. All things necessary to make this Supplemental Indenture a valid agreement of
the Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually agreed, for
the equal and proportionate benefit of all Holders of the Senior Notes, as
follows:
1. Definitions. Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the Indenture.
2. Amendment of Section 5.1. Section 5.1 of the Indenture is hereby
amended and restated as follows:
An "Event of Default" as used herein is any one of the following:
(a) failure by the Company to pay interest (including any
Additional Interest) on any Senior Note when due and payable, if such
failure continues for a period of 30 days;
(b) failure by the Company to pay principal on any Senior Note when
due and payable at Stated Maturity or upon redemption, acceleration or
otherwise;
(c) failure by the Company to comply with any other agreement or
covenant contained in this Indenture (other than a default specified in
clause (a) or (b) above) if such failure continues for a period of 30
days after notice to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the
Senior Notes then Outstanding;
(d) INTENTIONALLY LEFT BLANK;
(e) INTENTIONALLY LEFT BLANK; or
(f) a receiver, liquidator, assignee, custodian, trustee,
conservator, sequestrator (or other similar official) shall take
possession of the Company or any Significant Subsidiary or any
substantial part of the property of the Company or any Significant
Subsidiary without the consent of the Company or such Significant
Subsidiary, respectively, or a court having jurisdiction in the
premises shall enter a decree or order for relief in respect of the
Company or such Significant Subsidiary in an involuntary case under any
applicable bankruptcy, insolvency, receivership, conservatorship or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, trustee, custodian, conservator, sequestrator (or
other similar official) of the Company or the Significant Subsidiary or
for any substantial part of the property of the Company or the
Significant Subsidiary, or ordering the winding-up or liquidation of
the affairs of the Company or the Subsidiary, and such decree or order
shall continue unstayed and in effect for a period of 60 consecutive
days, or the Company or the Significant Subsidiary shall commence a
voluntary case under any applicable bankruptcy, insolvency,
receivership, conservatorship or other similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the
appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, conservator, sequestrator (or other
similar official) of the Company or the Significant Subsidiary or of
any substantial part of the property of the Company or the Significant
Subsidiary, or shall make any general assignment for the benefit of
creditors, or shall take any corporate action in furtherance of any of
the foregoing.
3. Deletion of Certain Sections. Sections 9.5, 9.6, 9.8, 9.9, 9.10,
9.11, 9.12, 9.13, 9.14, 9.15, 9.16, 9.18, 10.1, 10.2 and 10.3 are hereby deleted
in their entirety and shall have no further force and effect.
4. Effectiveness of this Supplemental Indenture. This Supplemental
Indenture shall become effective upon its execution by the Company and the
Trustee; however, this Supplemental Indenture shall not become operative until
the Initial Acceptance Date (as such term is defined in the Company's Offer to
Purchase and Consent Solicitation Statement dated September 16, 2002). If the
Initial Acceptance Date does not occur, this Supplemental Indenture will be null
and void and cease to be effective and the Indenture will remain in effect in
its current form.
5. Execution in Counterparts. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
2
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.
RESOURCE AMERICA, INC.
By: _______________________________
Name:______________________________
Title:_____________________________
THE BANK OF NEW YORK, as Trustee
By:________________________________
Name:______________________________
Title:_____________________________
