Junior Subordinated Note Purchase Agreement, dated May 25, 2006


    EXECUTION

     

    JUNIOR
      SUBORDINATED NOTE PURCHASE AGREEMENT

     

    THIS
      JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of May 25, 2006 (this
      “Agreement”),
      between Resource Capital Corp., a Maryland corporation (the “Company”), and
      Resource Capital Trust I, a statutory trust created under the laws of the State
      of Delaware (the “Trust”),
      relating to the Junior Subordinated Notes due 2036 (the “Notes”),
      issuable pursuant to an Indenture, dated the Closing Date (as defined in the
      Purchase Agreement identified below), between the Company and Wells Fargo Bank,
      N.A., as Trustee (the “Indenture”).
      Capitalized terms used herein and not otherwise defined herein have the
      respective meanings ascribed thereto in the Purchase Agreement (as defined
      below).

     

    WHEREAS,
      the Company, the Trust and the Purchaser named therein have entered into a
      Purchase Agreement, dated May 25, 2006 (the “Purchase
      Agreement”),
      in
      connection with the issuance and sale of Preferred Securities (liquidation
      amount of $1,000 per security) (the “Preferred
      Securities”)
      by the
      Trust; and

     

    WHEREAS,
      the Company and the Trust have entered into a Common Securities Subscription
      Agreement, dated the Closing Date (the “Common
      Securities Subscription Agreement”),
      in
      connection with the issuance and sale of common securities (liquidation amount
      of $1,000 per security) (the “Common
      Securities”)
      by the
      Trust; and

     

    WHEREAS,
      in connection with the Purchase Agreement and the Common Securities Subscription
      Agreement and the issuance and sale of the Preferred Securities and the Common
      Securities, respectively, pursuant thereto, the Trust desires to purchase from
      the Company, and the Company desires to sell to the Trust, all of the
      Notes.

     

    NOW,
      THEREFORE, in consideration of the foregoing premises and the conditions and
      agreements hereinafter set forth, the parties hereto agree as
      follows:

     

    1. The
      Trust
      hereby offers to purchase from the Company, and the Company hereby accepts
      such
      offer and agrees to issue and sell to the Trust, contemporaneous with the
      Closing Date, Twenty Five Million Seven Hundred Seventy Four Thousand Dollars
      ($25,774,000) aggregate principal amount of Notes, in consideration of the
      payment on or before the date hereof of Twenty Five Million Seven Hundred
      Seventy Four Thousand Dollars ($25,774,000) in immediately available
      funds.

     

    2. The
      Company represents and warrants that the Notes have been duly authorized and
      executed by the Company, and, when duly authenticated and delivered to the
      Trust
      in accordance with the terms hereof and of the Indenture, will constitute the
      valid and binding obligations of the Company entitled to the benefits of the
      Indenture, enforceable against the Company in accordance with their terms,
      except to the extent that enforcement thereof may be limited by bankruptcy,
      insolvency, reorganization, moratorium or other similar laws affecting
      creditors’ rights generally or by general principles of equity (regardless of
      whether considered in a proceeding in equity or at law).

     

    3. This
      Agreement and the rights and obligations of each of the parties hereto shall
      be
      construed and enforced in accordance with and governed by the laws of the State
      of New York without reference to its conflict of laws provisions (other than
      Section 5-1401 of the General Obligations Law).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. ANY
      LEGAL
      ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR
      ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF
      THE
      STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES
      OF
      AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE
      BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY
      ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
      UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS
      THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
      AGREEMENT.

     

    5. This
      Agreement 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.

     

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    In
      Witness Whereof,
      the
      parties hereto have caused this Agreement to be duly executed as of the date
      first written above.

     

    RESOURCE
      CAPITAL CORP.

     

    By:
      ___________________________________

     

    Name:
      

                                        
      Title: 

     

     

    RESOURCE
      CAPITAL TRUST I

     

    By:
      ___________________________________

     

    Name:
      Thomas C. Elliott 

    Administrative
      Trustee

     

     

    By:
      ___________________________________

     

    Name:
      Steven J. Kessler 

    Administrative
      Trustee

     

     

    By:
      ___________________________________

     

    Name:
      Michael S. Yecies 

    Administrative
      Trustee

     

     

     

    


     

    Junior
      Note Purchase Agreement