letragrmtnatixis.htm


     

    
      

      

    

     

    March 13,
2009

    


    


    Natixis
Real Estate Capital, Inc.

    9 West
57th
Street

    New York,
New York  10019

    


    
      	
               
      

            	
              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 Lembi IV 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/ Thomas C.
      Powers

              
	 
      	
                Name:  Thomas C.
      Powers

              
	 
      	
                Title:    Vice
      President

              


      

    

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	
                                          Very
      truly yours,

                                        
	 
      	 
      
	 
      	
                                          RESOURCE
      CAPITAL CORP.

                                        
	 
      	 
      
	 
      	
                                          By:  /s/ Jeffrey D.
      Blomstrom

                                        
	 
      	
                                          Name:  Jeffrey D.
      Blomstrom

                                        
	 
      	
                                          Title:    Senior
      Vice
President

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Accepted
      and agreed to this

                                    13th
      day of March 2009

                                  	 
      
	 
      	 
      
	
                                    NATIXIS
      REAL ESTATE CAPITAL, INC.

                                  	 
      
	 
      	 
      
	
                                    By:  /s/ Jonathan
      Love

                                  	 
      
	
                                    Name:  Jonathan
      Love

                                  	 
      
	
                                    Title:    Managing
      Director

                                  	 
      
	 
      	 
      
	
                                    By:  /s/ Thomas G.
      Sharpe

                                  	 
      
	
                                    Name:  Thomas G.
      Sharpe

                                  	 
      
	
                                    Title:    Managing
      Director, Deputy General Counsel