Attached files
| file | filename |
|---|---|
| 8-K - REXI FORM 8-K - RESOURCE AMERICA, INC. | rexi8k.htm |
SECOND AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT AND
JOINDER TO LOAN DOCUMENTS
This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND JOINDER TO LOAN DOCUMENTS (“Amendment”), dated as of February 15, 2012, is among Resource America, Inc., a Delaware corporation (“Borrower”), the Joining Guarantors identified on the signature pages hereto (“Joining Guarantors”), TD BANK, N.A., a national banking association, in its capacity as agent (“Agent”), TD BANK, N.A., a national banking association, in its capacity as issuing bank (“Issuing Bank”) and each of the financial institutions which are now or hereafter identified as Lenders on Schedule A (as such Schedule may be amended, modified or replaced from time to time) attached to the Loan Agreement (as defined below) (each such financial institution, individually a “Lender” and collectively all “Lenders”).
BACKGROUND
A. Pursuant to the terms of a certain Amended and Restated Loan and Security Agreement dated as of March 10, 2011 among Borrower, Agent and Lenders (as the same has been or may be supplemented, restated, superseded, amended or replaced from time to time, the “Loan Agreement”), Lenders initially made available to Borrower, inter alia, a revolving line of credit and term loan (the “Loans”). All capitalized terms used herein without further definition shall have the respective meaning set forth in the Loan Agreement and all other Loan Documents.
B. The Loans are secured by, inter alia, continuing perfected security interests in the Collateral.
C. Pursuant to the Loan Agreement, certain affiliates of Borrower (each a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors”) delivered to Agent various security and collateral documents, including, without limitation: (i) the Surety and Guaranty Agreement made by Subsidiary Guarantors in favor of Agent, (ii) the Guarantor Security Agreement made by Subsidiary Guarantors in favor of Agent, and (iii) the Subsidiary Collateral Pledge Agreement made by certain Subsidiaries in favor of Agent relating to the assets described therein, each as amended, restated, extended, supplemented or otherwise modified in writing from time to time.
D. The Loan Agreement provides that no Subsidiary Guarantor shall create or acquire any Subsidiary unless (i) such Subsidiary becomes party to the Surety and Guaranty Agreement and Guarantor Security Agreement and (ii) the Capital Stock of such Subsidiary is pledged to Lender.
E. Resource Financial Fund Management, Inc. has created the following Subsidiaries: Resource Income Advisors, Inc., a Delaware corporation (“Income”), Torsion Capital, LLC, a Delaware limited liability company (“Torsion Capital”) and Torsion Advisors, LLC, a Delaware limited liability company (“Advisors”). Resource Capital Partners, II, LLC has created the following Subsidiary: Parkwin Services, LLC (“Parkwin” and together with Income, Torsion Capital and Advisors, each a “Joining Guarantor and collectively, “Joining Guarantors”). Each Joining Guarantor is an indirect Subsidiary of Borrower and, in recognition of the benefits and privileges under the Loan Documents, each Joining Guarantor and Borrower have requested that such Joining Guarantor be permitted to join into the Loan Documents, as if an original signatory thereto, and Agent and Lender have so consented subject to the terms and conditions hereof.
F. Borrower has requested that Agent and Lenders consent to the Apidos Transactions (as defined herein) and also modify, in certain respects, the terms of the Loan Agreement and Agent and Lenders have agreed to provide such consent and modifications in accordance with and subject to the satisfaction of the conditions hereof.
NOW, THEREFORE, with the foregoing Background incorporated by reference and intending to be legally bound hereby, the parties agree as follows:
1. Joinder.
a. Each Joining Guarantor hereby becomes a Subsidiary Guarantor under the Loan Agreement and the Loan Documents. All references to Subsidiary Guarantors contained in the Loan Agreement and Loan Documents are hereby deemed for all purposes to also refer to and include each Joining Guarantor as a Subsidiary Guarantor and each Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Loan Documents (to which the other Subsidiary Guarantors are a party) as if an original signatory thereto.
b. Each Joining Guarantor hereby joins in, assumes, adopts and becomes an Undersigned (as defined therein) under the Surety and Guaranty Agreement. All references to Undersigned contained in the Guaranty are hereby deemed for all purposes to also refer to and include each Joining Guarantor as an Undersigned and each Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Surety and Guaranty Agreement as if an original signatory thereto. Each Joining Guarantor is jointly and severally liable for, and hereby guarantees and becomes surety for, the unconditional and prompt payment and performance to Secured Parties of all Obligations.
c. Each Joining Guarantor hereby joins in, assumes, adopts and becomes a Debtor (as defined therein) under the Guarantor Security Agreement and hereby grants Agent, for the ratable benefit of Secured Parties, a security interest in all of such Joining Guarantor’s Collateral (as defined in the Guarantor Security Agreement). All references to Debtors contained in the Guarantor Security Agreement are hereby deemed for all purposes to also refer to and include each Joining Guarantor as a Debtor and such Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Guarantor Security Agreement as if an original signatory thereto.
2. Amendment to Sponsored CDO Pledge Agreement. Schedule I to the Sponsored CDO Pledge Agreement is hereby deleted in its entirety and replaced with Scheduled I attached to this Amendment as Exhibit A.
3. Amendment to Loan Documents. Upon the effectiveness of this Amendment, the Loan Documents shall be amended as follows:
a. Section 1 of the Loan Agreement shall be amended by adding the definition of “Apidos Transactions” in the appropriate alphabetical order:
2
“Apidos Transactions” – Collectively, (i) the sale by Borrower and Resource Financial Fund Management, Inc. of 100% of the common Capital Stock of Apidos and (ii) consummation of the other transactions contemplated under that certain Sale and Purchase Agreement dated December 29, 2011 (“SPA”) between Borrower and CVC Capital Partners SICAV-FIS S.A.
b. Borrower, Agent and Lender agree that notwithstanding Section 2.9(f) of the Loan Agreement, upon consummation of the Apidos Transactions, (i) the Maximum Revolving Credit Amount shall remain Seven Million Five Hundred Thousand Dollars ($7,500,000) and (ii) Borrower shall have no obligation to repay Revolving Credit Loans pursuant to Sections 2.9(d)(iii) or (f) of the Loan Agreement.
4. Consent. Subject to the effectiveness of this Amendment, Agent and Lenders consent to the consummation of the Apidos Transactions provided that (a) such transactions are consummated no later than June 14, 2012 and (b) at the time of the consummation, no Default or Event of Default exists. Upon the consummation of the Apidos Transactions Agent shall, at Borrower’s sole cost and expense, execute and deliver to Borrower such documents as Borrower may reasonably request in order to release Apidos from the Surety and Guaranty Agreement and to terminate any security interests that Agent may have in any assets of Apidos, including execution of a Partial Release substantially similar to the form attached to this Amendment as Exhibit B.
5. Covenants. Borrower covenants and agrees that no later than the date of this Amendment, Borrower shall:
a. Cause each of Highland Lodge Holdings, LLC, RRE Highland Lodge Manager, Inc., RSI I Manager, Inc. and RSI II Manager, Inc. to provide an opinion of counsel that each such Subsidiary is prohibited from becoming a Subsidiary Guarantor.
6. Representations and Warranties. Borrower represents and warrants to Agent, Issuing Bank and Lenders that:
a. Prior Representations. Schedule C, Schedule D, Schedule G, Schedule 5.1, Schedule 5.7, Schedule 5.10(a), Schedule 5.11(c)(ii), Schedule 5.14(a), Schedule 5.14(b), Schedule 5.17 and Schedule 7.4(a), are amended and restated in their entirety and collectively attached as Schedule A to this Amendment. After giving effect to the amended and restated Schedules attached hereto as Schedule A to this Amendment, the representations and warranties made to Lenders in the Loan Agreement are true and correct in all material respects.
b. Authorization. The execution and delivery by Borrower of this Amendment (i) are and will be within its powers, (ii) have been duly authorized by all necessary action on behalf of Borrower and (iii) are not and will not be in contravention of any order of court or other agency of government, of law or of any indenture, agreement or undertaking to which Borrower is a party or by which the property of Borrower is bound, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or undertaking, or result in the imposition of any lien, charge or encumbrance of any nature on any of the properties of the Borrower.
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c. Valid, Binding and Enforceable. This Amendment and any assignment or other instrument, document or agreement executed and delivered in connection herewith, will be valid, binding and enforceable in accordance with their respective terms except as such enforceability may be limited by any federal or state law affecting debtor and creditor rights or relating to the bankruptcy, insolvency, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or similar laws, proceedings, or equitable principles affecting the enforcement of creditors’ rights, as amended from time to time
d. No Default. No Default or Event of Default exists.
e. SPA. Borrower has delivered to Agent true and correct copies of the SPA and all amendments or modifications thereto and the SPA constitutes the valid binding and enforceable obligation of the parties thereto.
7. Ratification of Loan Documents. This Amendment is hereby incorporated into and made a part of the Loan Agreement and all other Loan Documents respectively, the terms and provisions of which, except to the extent modified by this Amendment are each ratified and confirmed and continue unchanged in full force and effect. Any reference to the Loan Agreement and all other Loan Documents respectively in this or any other instrument, document or agreement related thereto or executed in connection therewith shall mean the Loan Agreement and all other Loan Documents respectively as amended by this Amendment. As security for the payment of the Obligations, and satisfaction by Borrower of all covenants and undertakings contained in the Loan Agreement, Borrower hereby confirms its prior grant to Agent, for the ratable benefit of Secured Parties, of a continuing first lien on and security interest in, upon and to all of Borrower’s now owned or hereafter acquired, created or arising Collateral.
8. Confirmation of Indebtedness. Borrower confirms and acknowledges that as of the close of business on February 13, 2012, (a) it is indebted to Agent and Lenders under the Loan Documents in the aggregate principal amount of $5,303,218.00 and (b) Issuing Bank has issued Letters of Credit in the aggregate face amount of $803,057.00, in each case without any deduction, defense, setoff, claim or counterclaim of any nature as of the date of this Amendment, plus all fees, costs and Expenses incurred to date in connection with the Loan Documents.
9. Confirmation of Subsidiary Guarantors. By its signature below, each Subsidiary Guarantor hereby consents to and acknowledges the terms and conditions of this Amendment and agrees that its obligations under the Surety and Guaranty Agreement are ratified and confirmed and shall continue in full force and effect and shall continue to cover all Obligations of Borrower outstanding from time to time under the Loan Agreement as amended hereby. As security for the payment of the Obligations, and satisfaction by each Subsidiary Guarantor of all covenants and undertakings contained in the Loan Documents, each Subsidiary Guarantor hereby confirms its prior grant to Agent, for the ratable benefit of Secured Parties, of a continuing first lien on and security interest in, upon and to all of such Subsidiary Guarantor’s now owned or hereafter acquired, created or arising Collateral.
4
10. Effectiveness Conditions. This Amendment shall become effective upon the satisfaction of the following conditions:
a. Execution and delivery of this Amendment by the parties hereto;
b. Payment to Agent for the ratable benefit of Lenders of a fully earned, non-refundable amendment fee in the amount of $25,000.00;
c. Delivery to Agent of certified copies of (A) resolutions of the sole member(s) or board of directors, as applicable of each Joining Guarantor authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, and (B) each Joining Guarantor’s certificate of formation or incorporation (as certified by the appropriate state official) and operating agreement or by-laws, as applicable;
d. Delivery to Agent of an incumbency certificate for each Joining Guarantor identifying all individuals authorized to execute this Amendment, with specimen signatures;
e. Delivery to Agent of a good standing certificate for each Joining Guarantor showing such Joining Guarantor to be in good standing in its state of organization and in each other state in which it is doing and presently intends to do business;
f. Delivery to Agent of UCC, judgment and tax lien searches with regard to Joining Guarantors (the results of which are to be satisfactory to Agent in its sole discretion);
g. Delivery to Agent of any other agreements, documents, instruments and writings reasonably required by Agent to evidence and perfect Agent’s liens and security interest in the Collateral of each Joining Guarantor;
h. Filing of UCC Financing Statements against Joining Guarantors; and
i. Payment by Borrower of all of Agent’s Expenses.
11. Governing Law. THIS AMENDMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. THE PROVISIONS OF THIS AMENDMENT AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.
12. Modification. No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed by Borrower and Agent or Lenders, as required under the Loan Agreement.
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13. Duplicate Originals. Two or more duplicate originals of this Amendment may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument.
14. Release. As further consideration for the agreement of Agent, Issuing Bank and Lenders to enter into this Amendment, Borrower (and by its execution below, each Subsidiary Guarantor) hereby waives, releases, and discharges Agent, Issuing Bank and each Lender, all affiliates of Agent, Issuing Bank and each Lender and all of the directors, officers, employees, attorneys and agents of Agent, Issuing Bank and each Lender and all affiliates of such Persons, from any and all claims, demands, actions or causes of action existing as of the date hereof, arising out of or in any way relating to this Amendment, the Loan Agreement, the Loan Documents and/or any documents, agreements, instruments, dealings or other matters connected with this Amendment, the Loan Agreement, the Loan Documents or the administration thereof.
15. Waiver of Jury Trial. BORROWER, AGENT AND EACH LENDER EACH HEREBY WAIVE ANY AND ALL RIGHTS EACH MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS.
[Balance of Page Intentionally Blank]
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IN WITNESS WHEREOF, the undersigned parties have executed this Amendment the day and year first above written.
BORROWER:
Resource America, Inc.
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Senior Vice President and Chief Financial
Officer
JOINING GUARANTORS:
Resource Income Advisors, Inc.
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Senior Vice President and Chief Financial
Officer
Torsion Capital, LLC
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Chief Financial Officer
Torsion Advisors, LLC
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Senior Vice President and Chief Financial
Officer
Parkwin Services, LLC
By: /s/ Steven R. Saltzman
Name: Steven R. Saltzman
Title: Vice President and Treasurer
S-1
AGENT:
TD BANK, N.A.
By: /s/ Eric C. Tweer
Name: Eric C. Tweer
Title: Vice President
LENDER:
TD BANK, N.A., as Lender
By: /s/ Eric C. Tweer
Name: Eric C. Tweer
Title: Vice President
S-2
AGREED TO AND ACCEPTED:
SURETIES:
Apidos Capital Management, LLC
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Chief Financial Officer
Ischus Capital Management, LLC
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Chief Financial Officer
RAI Ventures, Inc.
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Senior Vice President
RCP Financial, LLC
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: President
Resource Capital Manager, Inc.
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Senior Vice President
S-3
Resource Capital Investor, Inc.
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Chief Financial Officer
Resource Capital Partners, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: Senior Vice President
Resource Financial Institutions Group, Inc.
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Vice President and Chief
Financial Officer
Resource Financial Fund Management, Inc.
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Senior Vice President and Chief
Financial Officer
S-4
Resource Housing Investors I, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: President
Resource Housing Investors II, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: President
Resource Housing Investors III, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: President
Resource Housing Investors IV, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: President
Resource Leasing, Inc.
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Treasurer
Resource Programs, Inc.
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Senior Vice President and Treasurer
S-5
Resource Properties XVII, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: President
Resource Properties XXV, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: President
Resource Properties XXVI, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: President
Resource Properties XXX, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: President
Resource Properties XXXI, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: President
Resource Properties XLVII, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: President
S-6
Resource Real Estate, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: Chief Executive Officer
Resource Real Estate Funding, Inc.
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Senior Vice President
Resource Real Estate Holdings, Inc.
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Senior Vice President
Resource Real Estate Management, LLC
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: Chief Executive Officer
S-7
RRE1 Duraleigh Member, LLC
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: Senior Vice President
RRE2 Duraleigh Member, LLC
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: Senior Vice President
RRE Avalon Member, LLC
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: Senior Vice President
Resource Capital Partners II, LLC
By: Resource Real Estate, Inc.
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: Chief Execitove Officer
RRE Leaseco, LLC
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: Senior Vice President
S-8
Resource Capital Markets, Inc.
By: /s/ Thomas C. Elliott
Name: Thomas C. Elliott
Title: Chief Financial Officer
RRE D2R2 2007-1, LLC
By: Resource Real Estate, Inc., its sole member
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: Chief Execitove Officer
RRE Investor, LLC
By: Resource Capital Partners II, LLC, its sole
member
By: Resource Real Estate, Inc., its sole
member
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: Chief Execitove Officer
Resource Real Estate Management, Inc.
By: /s/ Steven Saltzman
Name: Steven Saltzan
Title: Chief Financial Officer
Resource Real Estate OpportunityAdvisor, LLC
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: Chief Executive Officer
S-9
Walnut Street Investments, LLC
By: /s/ Alan F. Feldman
Name: Alan F. Feldman
Title: Chief Executive Officer
Apidos Partners, Inc.
By: /s/ Oscar Anderson
Name: Oscar Anderson
Title: Managing Director
Resource Real Estate Opportunity
Manager, LLC
By: /s/ Steven Saltzman
Name: Steven Saltzan
Title: Chief Financial Officer and
Senior Vice President
S-10
SCHEDULE A
See Attached
SCHEDULE C
LIST OF SUBSIDIARIES NOT GUARANTYING
|
1.
|
Resource Securities, Inc., F/K/A Chadwick Securities, Inc.
|
|
2.
|
Resource Europe Management Limited
|
|
3.
|
Resource RSI Phase I, LLC
|
|
4.
|
Resource RSI Phase II, LLC
|
|
5.
|
RCP Nittany Pointe Manager, Inc.
|
|
6.
|
RCP Fountains GP, Inc.
|
|
7.
|
RCP Avalon Manager, Inc.
|
|
8.
|
RCP Falls at Duraleigh Manager, Inc.
|
|
9.
|
RCP Sage Canyon Manager, Inc.
|
|
10.
|
RCP Cuestas Manager, Inc.
|
|
11.
|
RCP Holdco I Manager, Inc.
|
|
12.
|
RCP Reserves Manager, Inc.
|
|
13.
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RCP Foxglove Manager, Inc.
|
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14.
|
RCP Santa Fe Manager, Inc.
|
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15.
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RCP Regents Center Manager, Inc.
|
|
16.
|
RCP Highland Lodge Manager, Inc.
|
|
17.
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RCP Grove Manager, LLC
|
|
18.
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RCP Howell Bridge Manager, Inc.
|
|
19.
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RCP Heritage Lake Manager, LLC
|
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20.
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RCP Westchase Wyndham Manager, LLC
|
|
21.
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RCP Pear Tree Manager, LLC
|
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22.
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RCP Wind Tree Manager, LLC
|
|
23.
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RCP Chenal Brightwaters Manager, LLC
|
|
24.
|
Resource Asset Management, LLC
|
|
25.
|
LEAF Asset Management, LLC
|
|
26.
|
LEAF Commercial Finance Income Fund I, LP
|
|
27.
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LEAF Commercial Finance Income Fund II, LP
|
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28.
|
FLI Holdings, Inc.
|
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29.
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LEAF Financial Corporation
|
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30.
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LEAF Commercial Finance Co, LLC
|
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31.
|
LEAF Funding, Inc.
|
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32.
|
Resource Capital Funding II, LLC
|
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33.
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LEAF Ventures, LLC
|
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34.
|
Merit Capital Manager, LLC
|
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35.
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Merit Capital Advance, LLC
|
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36.
|
LEAF Capital Management, Inc.
|
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37.
|
LEAF Capital Management, Inc.
|
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38.
|
Resource Commercial Mortgages, Inc.
|
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39.
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RCP Magnolia Manager, LLC
|
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40.
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RCP West Wind Manager, LLC
|
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41.
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RCP Ryan’s Crossing Manager, LLC
|
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42.
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RCP Memorial Towers Manager, LLC
|
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43.
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RCP Villas Manager, LLC
|
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44.
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RCP Coach Lantern Manager, LLC
|
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45.
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RCP Foxcroft Manager, LLC
|
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46.
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RCP Tamarlane Manager, LLC
|
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47.
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RCP Park Hill Manager, LLC
|
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48.
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RCP Bent Oaks Manager, LLC
|
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49.
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RCP Cape Cod Manager, LLC
|
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50.
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RCP Woodland Hills Manager, LLC
|
|
51.
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RCP Woodland Village Manager, LLC
|
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52.
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RCP Woodhollow Manager, LLC
|
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53.
|
Merit Processing, LLC
|
|
54.
|
LEAF Ventures II, LLC
|
|
55.
|
Prompt Payment, LLC
|
|
56.
|
LEAF Commercial Finance Fund, LLC
|
|
57.
|
RRE Oak Park Leaseco, LLC
|
|
58.
|
Apidos Select Corporate Credit Fund GP, LLC
|
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59.
|
RRE VIP Borrower, LLC
|
|
60.
|
RRE VIP International Village, LLC
|
|
61.
|
RRE VIP Regency Park, LLC
|
|
62.
|
RRE Wyndridge Holdings, LLC
|
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63.
|
RCP Wyndridge Manager, LLC
|
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64.
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RRE Mill Creek Holdings, LLC
|
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65.
|
RCP Mill Creek Manager, LLC
|
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66.
|
RRE VIP Pinnacle at Brownsboro, LLC
|
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67.
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RRE VIP Highline Club, LLC
|
|
68.
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RRE VIP Bingham, LLC
|
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69.
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RRE VIP Northside Village, LLC
|
|
70.
|
RRE VIP Parkway Terrace, LLC
|
|
71.
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RRE VIP Wingate, LLC
|
|
72.
|
RRE VIP Birch Sycamore, LLC
|
|
73.
|
Highland Lodge Holdings, LLC
|
|
74.
|
RRE Highland Lodge Manager, Inc.
|
|
75.
|
RSI I Manager, Inc.
|
|
76.
|
RSI II Manager, Inc.
|
SCHEDULE D
LEGACY ENTITIES
|
1.
|
Resource Properties XVII, Inc.
|
|
2.
|
Resource Properties XXV, Inc.
|
|
3.
|
Resource Properties XXVI, Inc.
|
|
4.
|
Resource Properties XXX, Inc.
|
|
5.
|
Resource Properties XXXI, Inc.
|
|
6.
|
Resource Properties XLVII, Inc.
|
SCHEDULE G
ENTITIES TO BE DISSOLVED
|
1.
|
RRE VIP Participant, LLC
|
SCHEDULE 5.1
States of Qualifications
| Entity Name | State(s) of Qualification | |
|
1.
|
Resource America, Inc.
|
DE, PA
|
|
2.
|
Apidos Capital Management, LLC
|
DE, NY
|
|
3.
|
Apidos Partners, Inc.
|
DE
|
|
4.
|
Ischus Capital Management, LLC
|
DE, NY
|
|
5.
|
Parkwin Services, LLC
|
DE, MD, DC, IN
|
|
6.
|
RAI Ventures, Inc.
|
DE
|
|
7.
|
RCP Financial, LLC
|
PA
|
|
8.
|
Resource Capital Manager, Inc.
|
DE, NY
|
|
9.
|
Resource Capital Investor, Inc.
|
DE
|
|
10.
|
Resource Capital Partners, Inc.
|
DE, PA, CO
|
|
11.
|
Resource Financial Institutions Group, Inc.
|
DE
|
|
12.
|
Resource Financial Fund Management, Inc.
|
DE
|
|
13.
|
Resource Housing Investors I, Inc.
|
DE
|
|
14.
|
Resource Housing Investors II, Inc.
|
DE
|
|
15.
|
Resource Housing Investors III, Inc.
|
DE
|
|
16.
|
Resource Housing Investors IV, Inc.
|
DE
|
|
17.
|
Resource Income Advisors, Inc.
|
DE
|
|
18.
|
Resource Leasing, Inc.
|
DE
|
|
19.
|
Resource Programs, Inc.
|
DE, PA, NY
|
|
20.
|
Resource Properties XVII, Inc.
|
DE
|
|
21.
|
Resource Properties XXV, Inc.
|
DE
|
|
22.
|
Resource Properties XXVI, Inc.
|
DE
|
|
23.
|
Resource Properties XXX, Inc.
|
DE
|
|
24.
|
Resource Properties XXXI, Inc.
|
DE
|
|
25.
|
Resource Properties XLVII, Inc.
|
DE
|
|
26.
|
Resource Real Estate, Inc.
|
DE
|
|
27.
|
Resource Real Estate Funding, Inc.
|
DE, PA, CA
|
|
28.
|
Resource Real Estate Holdings, Inc.
|
DE, PA
|
|
29.
|
Resource Real Estate Management, LLC
|
DE
|
|
30.
|
Resource Real Estate Opportunity Advisor, LLC
|
DE
|
|
31.
|
Resource Real Estate Opportunity Manager, LLC
|
DE
|
|
32.
|
RRE1 Duraleigh Member, LLC
|
DE
|
|
33.
|
RRE2 Duraleigh Member, LLC
|
DE
|
|
34.
|
RRE Avalon Member, LLC
|
DE
|
|
35.
|
Resource Real Estate Management, Inc.
|
DE, CA, OH, PA, CT
|
|
36.
|
RRE Leaseco, LLC
|
DE
|
|
37.
|
RRE Investor, LLC
|
DE
|
|
38.
|
Resource Capital Partners II, LLC
|
DE
|
|
39.
|
Resource Capital Markets, Inc.
|
DE
|
|
40.
|
RRE D2R2 2007-1, LLC
|
DE
|
|
41.
|
Torsion Advisors, LLC
|
DE
|
|
42.
|
Torsion Capital, LLC
|
DE
|
|
43.
|
Walnut Street Investments, LLC
|
DE
|
SCHEDULE 5.7
Federal Tax Id. and State ID No.
|
Entity Name
|
EIN
|
State Id No.
|
||
|
Resource America, Inc.
|
72-0654145
|
636908
|
||
|
Apidos Capital Management, LLC
|
59-3794454
|
3911350
|
||
|
Apidos Partners, Inc.
|
27-4899935
|
4938527
|
||
|
Ischus Capital Management, LLC
|
42-1629547
|
3795325
|
||
|
Parkwin Services, LLC
|
45-0707333
|
4956185
|
||
|
RAI Ventures, Inc.
|
23-3052654
|
3270521
|
||
|
RCP Financial, LLC
|
04-3837567
|
568031
|
||
|
Resource Capital Manager, Inc.
|
20-2287162
|
3919391
|
||
|
Resource Capital Investor, Inc.
|
20-2393947
|
3931224
|
||
|
Resource Capital Partners, Inc.
|
13-4214163
|
3562036
|
||
|
Resource Financial Institutions Group, Inc.
|
20-2593874
|
3929004
|
||
|
Resource Financial Fund Management, Inc.
|
04-3686974
|
3530885
|
||
|
Resource Housing Investors I, Inc.
|
23-2916186
|
2713100
|
||
|
Resource Housing Investors II, Inc.
|
23-2916188
|
2713232
|
||
|
Resource Housing Investors III, Inc.
|
23-2916190
|
2713037
|
||
|
Resource Housing Investors IV, Inc.
|
23-2916191
|
2713230
|
||
|
Resource Income Advisors, Inc.
|
45-1167549
|
4956941
|
||
|
Resource Leasing, Inc.
|
51-0367697
|
2518557
|
||
|
Resource Programs, Inc.
|
23-2544941
|
2171187
|
||
|
Resource Properties XVII, Inc.
|
23-2836316
|
2489294
|
||
|
Resource Properties XXV, Inc.
|
51-0374877
|
2629014
|
||
|
Resource Properties XXVI, Inc.
|
52-2005749
|
2678319
|
||
|
Resource Properties XXX, Inc.
|
51-0374880
|
2629018
|
||
|
Resource Properties XXXI, Inc.
|
51-0374880
|
2629018
|
||
|
Resource Properties XLI, Inc.
|
23-2929392
|
2804989
|
||
|
Resource Properties XLVII, Inc.
|
23-2972692
|
2864483
|
||
|
Resource Real Estate, Inc.
|
20-1093394
|
3799469
|
||
|
Resource Real Estate Funding, Inc.
|
20-4326931
|
4109391
|
||
|
Resource Real Estate Holdings, Inc.
|
65-1173932
|
3624814
|
||
|
Resource Real Estate Management, LLC
|
22-3914452
|
3976137
|
||
|
Resource Real Estate Opportunity Advisor, LLC
|
27-0332311
|
4696255
|
||
|
Resource Real Estate Opportunity Manager, LLC
|
27-0332473
|
4696257
|
||
|
RRE1 Duraleigh Member, LLC
|
52-2448330
|
3900088
|
||
|
RRE2 Duraleigh Member, LLC
|
52-2448325
|
3900089
|
||
|
RRE Avalon Member, LLC
|
20-2081491
|
3906054
|
||
|
Resource Real Estate Management, Inc.
|
22-3914452
|
4404764
|
||
|
RRE Leaseco, LLC
|
64-0960020
|
4346241
|
||
|
RRE Investor, LLC
|
27-0148773
|
4685839
|
||
|
Resource Capital Partners II, LLC
|
26-3419877
|
4604475
|
||
|
Resource Capital Markets, Inc.
|
26-2740281
|
4428599
|
||
|
RRE D2R2 2007-1, LLC
|
45-0573586
|
4428599
|
||
|
Torsion Advisors, LLC
|
45-3727806
|
5056141
|
||
|
Torsion Capital, LLC
|
45-3727472
|
5037586
|
||
|
Walnut Street Investments, LLC
|
30-0665750
|
4942797
|
SCHEDULE 5.10(a)
Existing Guaranties, Investments and Borrowings
GUARANTEES:
None
INVESTMENTS: Balance at 12/31/11
Investments in real estate, net $ 19,099,900.82
Investment Securities, at fair value: $ 17,330,028.74
Investment in Unconsolidated Entities: $ 13,196,973.98
INTERCOMPANY BORROWINGS:
|
Lender
|
Borrower
|
Balance at
12/31/11
|
||||
|
Resource Programs
|
RAI Corporate
|
$ | 24,311,181.25 | |||
|
RAI Corporate
|
Real Estate
|
18,347,647.05 | ||||
|
Resource Capital Partners, Inc.
|
RAI Corporate
|
43,873,395.35 | ||||
|
Resource Real Estate Funding
|
RAI Corporate
|
233,169.95 | ||||
|
Resource Real Estate Management, Inc.
|
RAI Corporate
|
1,000.00 | ||||
|
Resource Leasing
|
RAI Corporate
|
35,732,412.36 | ||||
|
RAI Corporate
|
LEAF Financial Corp
|
50,821,511.41 | ||||
|
RAI Corporate
|
Flih
|
17,946,115.76 | ||||
|
Resource Financial Fund Mgt.
|
RAI Corporate
|
30,395,913.78 | ||||
|
RAI Corporate
|
Apidos
|
44,581,493.12 | ||||
|
RAI Corporate
|
Apidos Select Corporate Credit Fund
|
360,663.00 | ||||
|
RAI Corporate
|
Apidos Partners
|
24,742.00 | ||||
|
RAI Corporate
|
Ischus
|
27,914,769.06 | ||||
|
RAI Corporate
|
RFIG
|
5,113,343.60 | ||||
|
RAI Corporate
|
Resource Capital Manager, Inc.
|
2,086,352.97 | ||||
|
Resource Capital Investor
|
RAI Corporate
|
4,041,213.38 | ||||
|
RAI Corporate
|
Trapeza
|
24,183.29 | ||||
|
RAI Corporate
|
Resource Asset Management, Inc (RAMI)
|
623,546.25 | ||||
|
RAI Corporate
|
RAI Ventures
|
3,832,771.24 | ||||
|
RAI Corporate
|
Resource Securities, Inc.
|
1,110,712.50 | ||||
|
RAI Corporate
|
Resource Europe
|
420,724.51 | ||||
|
RAI Corporate
|
Resource Capital Markets, Inc.
|
2,451,901.89 | ||||
|
Resource Real Estate
|
Resource Programs
|
41,416,593.38 | ||||
|
Resource Real Estate Funding
|
Resource Capital Manager
|
4,971,608.24 | ||||
|
LEAF Financial
|
Resource Financial Fund Mgt.
|
77,769.69 | ||||
|
Resource Capital Markets
|
Resource Securities, Inc.
|
123,929.56 | ||||
|
Resource Capital Partners, Inc.
|
Resource Securities, Inc.
|
134,466.07 | ||||
|
Resource Europe
|
Resource Securities, Inc.
|
86,881.47 | ||||
|
Resource Europe
|
Resource Capital Markets, Inc.
|
144,648.88 | ||||
|
RRE Opportunity Advisor, LLC
|
Resource Securities, Inc.
|
156,811.36 | ||||
|
RRE Opportunity Advisor, LLC
|
RAI Corporate
|
2,884.92 | ||||
|
Lender
|
Borrower
|
Balance at
12/31/11
|
||||
|
Resource Capital Markets
|
Resource Financial Fund Management
|
1,752,398.68 | ||||
|
Resource Capital Markets
|
Resource Capital Manager, Inc.
|
109,394.75 | ||||
SCHEDULE 5.10(a) continued
Existing Guaranties, Investments and Borrowings
|
BALANCE AT
|
||||||
|
LENDER
|
BORROWER
|
12/31/11
|
||||
|
Senior Notes
|
Resource America, Inc.
|
$ | 10,000,000 | |||
|
Resource Capital Corp.
|
Resource Capital Partners, Inc.
|
1,677,432 | ||||
|
Cantor Commercial Real Estate Lending, L.P.
|
Resource RSI Phase I & II, LLC
|
10,659,770 | ||||
|
CIT
|
Resource America, Inc.
|
486,510 | ||||
|
First Insurance Funding
|
Resource America, Inc.
|
344,528 | ||||
| 23,168,240 | ||||||
|
TD Bank, N.A.
|
Resource America, Inc. line of credit
|
5,303,218 | ||||
|
Total borrowings per balance sheet at 12/31/11
|
$ | 28,471,458 | ||||
Section 5.11(c)(ii)
The Resource America, Inc. Employee Stock Ownership Plan (“ESOP”)
In December 2008, the Company filed an application under the voluntary correction program ("VCP") with the Internal Revenue Service (“IRS”) in order to correct certain compliance errors that were made with respect to the ESOP. The Company has finalized the corrections required under the VCP compliance statement. Furthermore, the Department of Labor (“DOL”) closed its audits of the ESOP and the Resource America, Inc. Investment Savings Plan (“401(k) Plan”) for the plan years from 2005 to 2009 without any significant changes or corrections required. The Company has decided to terminate the ESOP and, in connection with this termination, has filed for a final determination letter with the IRS. After receipt of this final determination letter (which the Company anticipates will be received in fiscal 2012), the Company then plans to distribute the available plan assets to participants and liquidate the ESOP trust.
The Resource America, Inc. Investment Savings Plan (“401k”)
In May 2010, the Company discovered errors in the calculation of the employer match and the calculation of the vested percentages for some employees and has paid the corrections to the Plan. In January 2011, the Company filed for approval of the corrections under the VCP.
SCHEDULE 5.14(a)
Other Associations
Resource Financial Fund Management holds a Limited Partnership interest in each of the partnerships below:
|
Entity
|
Percentage of Limited Partnership Interest Owned
|
|||
|
Trapeza Partners III L.P.
|
6.10% | |||
|
Trapeza Partners IV L.P.
|
5.04% | |||
|
Trapeza Partners V L.P.
|
13.25% | |||
|
Compass Island Partners, L.P.
|
10.00% | |||
|
Compass Island Partners A, L.P.
|
10.00% | |||
|
Cradle Cove Partners, L.P.
|
10.66% | |||
|
Cradle Cove Partners II, L.P.
|
5.78% | |||
|
Cradle Cove Investment Opportunities Fund, L.P.
|
5.72% | |||
|
Apidos Select Corporate Credit Fund, L.P.
|
2.59% | |||
SCHEDULE 5.14(b)
Sponsored CDO Offerings and Structured Finance Investments
|
Direct Investments in CDOs
|
Total $ CDO Equity
|
RFFM $ Share of Equity
|
||||||
|
Trapeza IX
|
23,000,000 | 1,000,000 | ||||||
|
Trapeza XII
|
5,000,000 | 950,000 | ||||||
|
Trapeza XIII
|
30,000,000 | 2,500,000 | ||||||
|
Ischus I (RFFM)
|
17,000,000 | 500,000 | ||||||
|
Ischus HG COLL 2007-1
|
15,800,000 | 1,000,000 | ||||||
|
Ischus Mezz III
|
23,000,000 | 2,000,000 | ||||||
|
Ischus Synthetic II
|
36,000,000 | 3,000,000 | ||||||
|
Apidos II
|
32,000,000 | 2,000,000 | ||||||
|
Apidos IV
|
27,000,000 | 1,000,000 | ||||||
|
Apidos Quattro
|
25,500,000 | 1,000,000 | ||||||
|
Total Direct Equity Investments in CDOs
|
254,300,000 | 14,950,000 | ||||||
|
Investment in CDOs Through
Trapeza Partnership
|
Total Partnership Capital
Allocated to CDO
|
RFFM Share of
Partnership Cap
|
% Owned
|
|||||||||
|
Trapeza III
|
18,032,100 | 1,100,000 | 6.10 | |||||||||
|
Trapeza IV
|
7,542,600 | 380,000 | 5.04 | |||||||||
|
Trapeza V
|
8,300,100 | 1,100,000 | 13.25 | |||||||||
|
Total Investments in CDOs
|
33,874,800 | 2,580,000 | 7.62 | |||||||||
SCHEDULE 5.17
Capital Stock or Units
| RESOURCE AMERICA | Authorized Shares / Units / % Interests |
Shares / Units /
% Interests Issued
|
||||||
|
Preferred Stock
|
1,000,000 | 0 | ||||||
|
Common Stock
|
49,000,000 | 19,647,622 | ||||||
|
Apidos Capital Management, LLC
|
100 | % | 100 | % | ||||
|
Ischus Capital Management, LLC
|
100 | % | 100 | % | ||||
|
RAI Ventures, Inc.
|
1,000 | 100 | ||||||
|
RCP Financial, LLC
|
100 | % | 100 | % | ||||
|
Resource Capital Manager, Inc.
|
1,000 | 1,000 | ||||||
|
Resource Capital Investor, Inc.
|
1,000 | 1,000 | ||||||
|
Resource Capital Partners, Inc.
|
1,000 | 100 | ||||||
|
Resource Financial Institutions Group, Inc.
|
1,000 | 1,000 | ||||||
|
Resource Financial Fund Management, Inc.
|
1,000 | 100 | ||||||
|
Resource Housing Investors I, Inc.
|
1,000 | 100 | ||||||
|
Resource Housing Investors II, Inc.
|
1,000 | 100 | ||||||
|
Resource Housing Investors III, Inc.
|
1,000 | 100 | ||||||
|
Resource Housing Investors IV, Inc.
|
1,000 | 100 | ||||||
|
Resource Leasing, Inc.
|
1,000 | 100 | ||||||
|
Resource Programs, Inc.
|
100 | 100 | ||||||
|
Resource Properties XVII, Inc.
|
1,000 | 100 | ||||||
|
Resource Properties XXV, Inc.
|
1,000 | 100 | ||||||
|
Resource Properties XXVI, Inc.
|
1,000 | 100 | ||||||
|
Resource Properties XXX, Inc.
|
1,000 | 100 | ||||||
|
Resource Properties XXXI, Inc.
|
1,000 | 100 | ||||||
|
Resource Properties XLVII, Inc.
|
1,000 | 100 | ||||||
|
Resource Real Estate, Inc.
|
1,000 | 100 | ||||||
|
Resource Real Estate Funding, Inc.
|
1,000 | 1,000 | ||||||
|
Resource Real Estate Holdings, Inc.
|
1,000 | 100 | ||||||
|
Resource Real Estate Management, LLC
|
100 | % | 100 | % | ||||
|
RRE1 Duraleigh Member, LLC
|
100 | % | 100 | % | ||||
|
RRE2 Duraleigh Member, LLC
|
100 | % | 100 | % | ||||
|
RRE Avalon Member, LLC
|
100 | % | 100 | % | ||||
|
Resource Capital Partners II, LLC
|
100 | % | 100 | % | ||||
|
RRE Leaseco, LLC
|
100 | % | 100 | % | ||||
|
Resource Capital Markets, Inc.
|
1,000 | 1,000 | ||||||
|
RRE D2R2 2007-1, LLC
|
100 | % | 100 | % | ||||
|
RRE Investor, LLC
|
100 | % | 100 | % | ||||
|
Resource Real Estate Management, Inc.
|
1,000 | 1,000 | ||||||
|
Resource Securities, Inc., F/K/A Chadwick Securities, Inc.
|
1,000 | 1,000 | ||||||
|
Resource Europe Management Limited
|
1 | 1 | ||||||
|
Resource RSI Phase I, LLC
|
100 | % | 100 | % | ||||
|
Resource RSI Phase II, LLC
|
100 | % | 100 | % | ||||
|
RCP Nittany Pointe Manager, Inc.
|
1,000 | 100 | ||||||
|
RCP Fountains GP, Inc.
|
1,000 | 100 | ||||||
|
RCP Avalon Manager, Inc.
|
1,000 | 1,000 | ||||||
|
RCP Falls at Duraleigh Manager, Inc.
|
1,000 | 1,000 | ||||||
|
RCP Sage Canyon Manager, Inc.
|
1,000 | 1,000 | ||||||
|
RCP Cuestas Manager, Inc.
|
1,000 | 1,000 | ||||||
|
RCP Holdco I Manager, Inc.
|
1,000 | 1,000 | ||||||
|
RCP Reserves Manager, Inc.
|
1,000 | 1,000 | ||||||
|
RCP Foxglove Manager, Inc.
|
1,000 | 1,000 | ||||||
|
RCP Santa Fe Manager, Inc.
|
1,000 | 1,000 | ||||||
|
RCP Regents Center Manager, Inc.
|
1,000 | 1,000 | ||||||
|
RCP Highland Lodge Manager, Inc.
|
1,000 | 1,000 | ||||||
|
RCP Grove Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Howell Bridge Manager, Inc.
|
1,000 | 1,000 | ||||||
|
RCP Heritage Lake Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Westchase Wyndham Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Pear Tree Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Wind Tree Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Chenal Brightwaters Manager, LLC
|
100 | % | 100 | % | ||||
|
Resource Asset Management, LLC
|
30,000,000 | 22,500,000 | ||||||
|
LEAF Asset Management, LLC
|
100 | % | 100 | % | ||||
|
FLI Holdings, Inc.
|
1,000 | 100 | ||||||
|
LEAF Financial Corporation
|
10,000,000 | 8,500,000 | ||||||
|
LEAF Funding, Inc.
|
1,000 | 1,000 | ||||||
|
Resource Capital Funding II, LLC
|
100 | % | 100 | % | ||||
|
LEAF Ventures, LLC
|
100 | % | 100 | % | ||||
|
Merit Capital Manager, LLC
|
100 | % | 100 | % | ||||
|
Merit Capital Advance, LLC
|
100 | % | 100 | % | ||||
|
Resource Commercial Mortgages, Inc.
|
1,000 | 100 | ||||||
|
RCP Magnolia Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP West Wind Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Ryan’s Crossing Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Memorial Towers Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Villas Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Coach Lantern Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Foxcroft Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Tamarlane Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Park Hill Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Bent Oaks Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Cape Cod Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Woodland Hills Manager, LLC
|
100 | % | 100 | % | ||||
|
RCP Woodhollow Manager, LLC
|
100 | % | 100 | % | ||||
|
Merit Processing, LLC
|
100 | % | 100 | % | ||||
|
LEAF Ventures II, LLC
|
100 | % | 100 | % | ||||
|
Prompt Payment, LLC
|
100 | % | 100 | % | ||||
|
LEAF Commercial Finance Fund, LLC
|
100 | % | 100 | % | ||||
|
RRE Oak Park Leaseco, LLC
|
100 | % | 100 | % | ||||
|
Apidos Select Corporate Credit Fund GP, LLC
|
100 | % | 100 | % | ||||
|
RRE Wyndridge Holdings, LLC
|
100 | % | 100 | % | ||||
|
RCP Wyndridge Manager, LLC
|
100 | % | 100 | % | ||||
|
RRE Mill Creek Holdings, LLC
|
100 | % | 100 | % | ||||
|
RCP Mill Creek Manager, LLC
|
100 | % | 100 | % | ||||
|
Resource Income Advisors, Inc.
|
1,000 | 1,000 | ||||||
|
Torsion Capital, LLC
|
1,000 | 1,000 | ||||||
|
Torsion Advisors, LLC
|
1,000 | 1,000 | ||||||
|
Parkwin Services, LLC
|
100 | % | 100 | % | ||||
|
Resource Real Estate Opportunity Advisors, LLC
|
100 | % | 100 | % | ||||
|
Walnut Street Investments, LLC
|
100 | % | 100 | % | ||||
|
Apidos Partners, Inc.
|
1,000 | 1,000 | ||||||
|
Resource Real Estate Opportunity Manager, LLC
|
100 | % | 100 | % |
SCHEDULE 7.4(a)
Affiliate Transactions
Receivables and Payables with Related Parties
|
December 31,
|
September 30,
|
|||||||
|
2011
|
2011
|
|||||||
|
Receivables from managed entities and related parties, net:
|
||||||||
|
Commercial finance investment partnerships
|
$ | 27,765 | $ | 29,725 | ||||
|
Real estate investment partnerships
|
20,182 | 19,796 | ||||||
|
Financial fund management investment entities
|
2,725 | 2,652 | ||||||
|
RCC
|
3,416 | 2,539 | ||||||
|
LEAF
|
101 | − | ||||||
|
Other
|
159 | 103 | ||||||
|
Receivables from managed entities and related parties
|
$ | 54,348 | $ | 54,815 | ||||
|
Payables due to managed entities and related parties, net:
|
||||||||
|
Real estate investment entities
|
$ | 241 | $ | 1,010 | ||||
|
RCC
|
34 | 222 | ||||||
|
Payables to managed entities and related parties
|
$ | 275 | $ | 1,232 | ||||
SCHEDULE 7.4(a)
Fees and Expenses Reimbursements With Related Parties
|
Three Months Ended
|
||||||||
|
December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Fees from unconsolidated investment entities:
|
||||||||
|
Real Estate
|
$ | 3,768 | $ | 3,060 | ||||
|
Financial Fund Management
|
$ | 850 | $ | 1,594 | ||||
|
Commercial finance
|
$ | − | $ | − | ||||
|
RCC:
|
||||||||
|
Management, incentive and servicing fees
|
$ | 3,830 | $ | 3,910 | ||||
|
Reimbursement of costs and expenses
|
$ | 705 | $ | 468 | ||||
|
Dividends
|
$ | 631 | $ | 611 | ||||
|
Resource Real Estate Opportunity REIT, Inc.. − reimbursement of costs
and expenses
|
$ | 105 | $ | 443 | ||||
|
Atlas Energy − reimbursement of net costs and expenses
|
$ | 169 | $ | 190 | ||||
|
LEAF:
|
||||||||
|
Reimbursement of net costs and expenses
|
$ | 60 | $ | − | ||||
|
Payment for rent and related costs
|
$ | (120 | ) | $ | − | |||
|
Payment for sub-servicing the lease investment partnerships
|
$ | (405 | ) | $ | − | |||
|
1845 Walnut Associates Ltd - payment of rent and operating expenses
|
$ | (106 | ) | $ | (161 | ) | ||
|
Ledgewood P.C. – payment for legal services
|
$ | (155 | ) | $ | (41 | ) | ||
|
Graphic Images, LLC – payment for printing services
|
$ | (8 | ) | $ | (5 | ) | ||
|
9 Henmar LLC – payment of broker/consulting fees
|
$ | (18 | ) | $ | (21 | ) | ||
|
The Bancorp, Inc. − reimbursement of costs and expenses
|
$ | 45 | $ | − | ||||
EXHIBIT A
Schedule I to Subsidiary Collateral Pledge Agreement
(See Attached)
SCHEDULE I
Collateral
The following Collateral is hereby pledged by each respective Pledgor to Secured Party pursuant to the Collateral Pledge Agreement to which this Schedule is attached:
A. Pledged Capital Stock
|
Name of Corporation
|
State of Inc.
|
Class of Stock
|
Certificate No.
|
Number of Shares
|
Pledgor
|
|
Resource Capital Corp.
|
MD
|
Common
|
CUSIP
76120W203
76120W906
|
100,000
11,349
|
Resource Capital Manager, Inc.
|
|
Resource Capital Corp.
|
MD
|
Common
|
RCC-284
RCC-296
RCC-297
RCC-359
RCC-363
RCC-383
RCC-497
RCC-632
RCC-615
RCC-690
RCC-728
RCC-736
RCC-743
RCC-769
RCC-771
RCC-775
|
5,738
2,086
6,252
9,960
11,349
26,194
17,839
42,239
26,097
143,334
73,815
124,688
53,490
4,482
29,808
45,938
|
Resource Capital Manager, Inc.
|
|
Resource Capital Corp.
|
MD
|
Common
|
CUSIP
7612W203
|
900,000
|
Resource Capital Investor, Inc.
|
|
Resource Capital Corp.
|
MD
|
Common
|
200,000
|
Resource Capital Investor, Inc.
|
|
|
Resource Capital
Manager, Inc.
|
DE
|
Common
|
1
|
1,000
|
Resource Financial Fund
Management, Inc.
|
|
Resource Financial
Institutions Group, Inc.
|
DE
|
Common
|
1
|
1,000
|
Resource Financial Fund
Management, Inc.
|
|
Resource Real Estate
Funding, Inc.
|
DE
|
Common
|
1
|
1,000
|
Resource Real Estate, Inc.
|
|
Resource Capital Partners, Inc.
|
DE
|
Common
|
3
|
100
|
Resource Real Estate, Inc.
|
|
Resource Real Estate, Inc.
|
DE
|
Common
|
1
|
1,000
|
Resource Real Estate
Holdings, Inc.
|
|
Resource Real Estate
Management, Inc.
|
DE
|
Common
|
1
|
1,000
|
Resource Capital Partners, Inc.
|
|
Resource Capital
Markets, Inc.
|
DE
|
Common
|
1
|
1,000
|
RAI Ventures, Inc.
|
B. Pledged Partnership Interests
|
Name of Partnership
|
Type of
Partnership
|
Partnership
Interests Pledged
|
Percentage
of Pledged
Units
|
Percentage of
Total
|
Pledgor
|
|
Trapeza Partners L.P.
|
Limited
|
13,512,261
|
100%
|
50.8
|
Resource Financial Fund Management, Inc.
|
|
Trapeza Partners II L.P.
|
Limited
|
12,951,000
|
100%
|
33.5
|
Resource Financial Fund Management, Inc.
|
|
Trapeza Partners III L.P.
|
Limited
|
1,100,000
|
100%
|
6.10
|
Resource Financial Fund Management, Inc.
|
|
Trapeza Partners IV L.P.
|
Limited
|
380,000
|
100%
|
5.04
|
Resource Financial Fund Management, Inc.
|
|
Trapeza Partners V L.P.
|
Limited
|
1,100,000
|
100%
|
13.25
|
Resource Financial Fund Management, Inc.
|
|
Compass Island Partners, L.P.
|
Limited
|
1,743,472
|
100%
|
10.0
|
Resource Financial Fund Management, Inc.
|
|
Compass Island Partners A, L.P.
|
Limited
|
1,965,442
|
100%
|
10.0
|
Resource Financial Fund Management, Inc.
|
|
Cradle Cove Partners, L.P.
|
Limited
|
1,182,408
|
100%
|
10.7
|
Resource Financial Fund Management, Inc.
|
|
Cradle Cove Partners II, L.P.
|
Limited
|
737,315
|
100%
|
5.8
|
Resource Financial Fund Management, Inc.
|
|
Cradle Cove Investment Opportunities Fund, L.P.
|
Limited
|
214,400
|
100%
|
5.7
|
Resource Financial Fund Management, Inc.
|
|
Compass Island Investment Opportunities Fund A, L.P.
|
Limited
|
1,000
|
100%
|
0.1
|
Resource Financial Fund Management, Inc.
|
|
Compass Island Investment Opportunities Fund C, L.P.
|
Limited
|
1,000
|
100%
|
0.1
|
Resource Financial Fund Management, Inc.
|
|
RCP Partners, LP
|
Limited
|
0
|
100%
|
99.0
|
Resource Programs, Inc.
|
|
Resource Real Estate Investors, L.P.
|
Limited
|
95,138.89
|
100%
|
11.50
|
Resource Capital Partners, Inc.
|
|
Resource Real Estate Investors II, L.P.
|
Limited
|
92,264.21
|
100%
|
6.43
|
Resource Capital Partners, Inc.
|
|
Resource Real Estate Investors III, L.P.
|
Limited
|
186,375.90
|
100%
|
7.40
|
Resource Capital Partners, Inc.
|
|
Resource Real Estate Investors IV, L.P.
|
Limited
|
163,954.08
|
100%
|
5.53
|
Resource Capital Partners, Inc.
|
|
Resource Real Estate Investors V, L.P.
|
Limited
|
220,825.89
|
100%
|
6.28
|
Resource Capital Partners, Inc.
|
|
Resource Real Estate Investors 6, L.P.
|
Limited
|
204,678.36
|
100%
|
5.73
|
Resource Capital Partners, Inc.
|
|
Resource Real Estate Investors 7, L.P.
|
Limited
|
180,768.33
|
100%
|
5.53
|
Resource Capital Partners, Inc.
|
|
The Metropolitan Fund: Dover Pension Investors – 1986
|
Limited
|
7,000
|
100%
|
7.00
|
Resource Properties XXV, Inc.
|
C. Pledged Membership Interests
|
Name of Limited Liability
Company
|
State of Org.
|
Class of
Membership
Interests
|
Percentage
Voting
Interest
|
Percentage
Economic
Interest
|
Pledgor
|
|
Resource Real Estate Management, LLC
|
DE
|
Voting
|
100%
|
100%
|
Resource Capital Partners, Inc.
|
|
Apidos Capital Management, LLC
|
DE
|
Voting
|
100%
|
100%
|
Resource Financial Fund Management, Inc.
|
|
Ischus Capital Management, LLC
|
DE
|
Voting
|
100%
|
100%
|
Resource Financial Fund Management, Inc.
|
|
Trapeza Capital Management, LLC
|
DE
|
Voting
|
50%
|
50%
|
Resource Financial Fund Management, Inc.
|
|
Trapeza Funding, LLC
|
DE
|
Voting
|
50%
|
50%
|
Resource Financial Fund Management, Inc.
|
|
Trapeza Funding II, LLC
|
DE
|
Voting
|
50%
|
50%
|
Resource Financial Fund Management, Inc.
|
|
Trapeza Funding III, LLC
|
DE
|
Voting
|
50%
|
50%
|
Resource Financial Fund Management, Inc.
|
|
Trapeza Funding IV, LLC
|
DE
|
Voting
|
50%
|
50%
|
Resource Financial Fund Management, Inc.
|
|
Trapeza Funding V, LLC
|
DE
|
Voting
|
50%
|
50%
|
Resource Financial Fund Management, Inc.
|
|
Trapeza TPS, LLC
|
DE
|
Voting
|
50%
|
50%
|
Resource Financial Fund Management, Inc.
|
|
Trapeza Management Group, LLC
|
DE
|
Voting
|
33.3%
|
33.3%
|
Resource Financial Fund Management, Inc.
|
|
RCP Financial LLC
|
PA
|
Voting
|
100%
|
100%
|
Resource Programs, Inc.
|
|
RRE Leaseco, LLC
|
DE
|
Voting
|
100%
|
100%
|
Resource Real Estate, Inc.
|
|
Walnut Street Investments, LLC
|
DE
|
Voting
|
100%
|
100%
|
Resource Capital Partners II, LLC
|
|
Resource Capital Partners II, LLC
|
DE
|
Voting
|
100%
|
100%
|
Resource Real Estate, Inc.
|
|
RRE Investor, LLC
|
DE
|
Voting
|
100%
|
100%
|
Resource Capital Partners II, LLC
|
|
RRE D2R2 2007-1, LLC
|
DE
|
Voting
|
100%
|
100%
|
Resource Real Estate, Inc.
|
|
RRE HUD MF 2007, LLC
|
DE
|
Voting
|
50%
|
5%
|
RRE D2R2 2007-1, LLC
|
|
Resource Real Estate Opportunity Advisor, LLC
|
DE
|
Voting
|
100%
|
100%
|
Resource Real Estate, Inc.
|
|
Resource Real Estate Opportunity Manager, LLC
|
DE
|
Voting
|
100%
|
100%
|
Resource Real Estate, Inc.
|
D. Other Pledged Equity Interests
|
Name of LLC
|
State of Org.
|
Interest
|
Certificate /
Note Number
|
Dollar Amount /
Preferred Shares
|
Pledgor
|
|
Trapeza CDO IX, Ltd.
|
Cayman Islands
|
Sub Notes
|
R-l
|
$1,000,000
|
Resource Financial Fund Management, Inc.
|
|
Trapeza CDO X, Ltd.
|
Cayman Islands
|
Sub Notes
|
R-29
|
$2,500,000
|
Resource Financial Fund Management, Inc.
|
|
Trapeza CDO XII, Ltd.
|
Cayman Islands
|
Sub Notes
|
R-3
|
$950,000
|
Resource Financial Fund Management, Inc.
|
|
Trapeza CDO XIII, Ltd.
|
Cayman Islands
|
Sub Notes
|
R-2
|
$2,500,000
|
Resource Financial Fund Management, Inc.
|
|
Ischus CDO I Ltd.
|
Cayman Islands
|
Preference Shares
|
R-4
|
500 Preference Shares
|
Resource Financial Fund Management, Inc.
|
|
Ischus High Grade
Funding I Ltd.
|
Cayman Islands
|
Preference Shares
|
R-1
|
3,150 Preference Shares
|
Resource Financial Fund Management, Inc.
|
|
Ischus Mezzanine
CDO III, Ltd.
|
Cayman Islands
|
Preference Shares
|
C-l
|
2,000 Preference Shares
|
Resource Financial Fund Management, Inc.
|
|
Ischus Synthetic ABS
CDO 2006-2 Ltd.
|
Cayman Islands
|
Preference Shares
|
004
|
3,000,000 Preference Shares
|
Resource Financial Fund Management, Inc.
|
|
Apidos CDO II
|
Cayman Islands
|
Sub Notes
|
DTC
|
$2,000,000
|
Resource Financial Fund Management, Inc.
|
|
Apidos CDO IV
|
Cayman Islands
|
Sub Notes
|
C-l
|
$1,000,000
|
Resource Financial Fund Management, Inc.
|
|
Apidos Quattro CDO
|
Cayman Islands
|
Sub Notes
|
C-l
|
$1,000,000
|
Resource Financial Fund Management, Inc.
|
|
Ischus Mezzanine
CDO IV, Ltd.
|
Cayman Islands
|
Sub Notes
|
C-l
|
$1,800,000
|
Resource Financial Fund Management, Inc.
|
|
HG-COLL 2007-1 Ltd.
|
Cayman Islands
|
Preference Shares
|
004
|
1,000,000 Preference Shares
|
Resource Financial Fund Management, Inc.
|
EXHIBIT B
See Attached
PARTIAL RELEASE
THIS PARTIAL RELEASE (this “Partial Release”), dated as of ___________, 2012, is among Resource America, Inc., a Delaware corporation (“Borrower”), Apidos Capital Management, LLC, a Delaware limited liability company (“Apidos”), and TD BANK, N.A., a national banking association, in its capacity as agent (“Agent”) for each of the financial institutions which are now or hereafter identified as Lenders on Schedule A (as such Schedule may be amended, modified or replaced from time to time) attached to the Loan Agreement (as defined below) (each such financial institution, individually a “Lender” and collectively all “Lenders”).
RECITALS
WHEREAS, pursuant to the terms of a certain Amended and Restated Loan and Security Agreement dated as of March 10, 2011 among Borrower, Agent and Lenders (as the same has been or may be supplemented, restated, superseded, amended or replaced from time to time, the “Loan Agreement”), Lenders initially made available to Borrower, inter alia, a revolving line of credit and term loan. All capitalized terms used herein without further definition shall have the respective meaning set forth in the Loan Agreement and all other Loan Documents.
WHEREAS, pursuant to the Loan Agreement, Apidos delivered to Agent various security and collateral documents, including, without limitation: (i) the Surety and Guaranty Agreement made by Subsidiary Guarantors in favor of Agent, and (ii) the Guarantor Security Agreement made by Subsidiary Guarantors in favor of Agent, each as amended, restated, extended, supplemented or otherwise modified in writing from time to time.
WHEREAS, pursuant to that certain Sale and Purchase Agreement dated December 29, 2011 (as the same has been or may be supplemented, restated, superseded, amended or replaced from time to time, the “SPA”) between Borrower and CVC Capital Partners SICAV-FIS S.A., Borrower has agreed to the sale of 100% of the common Capital Stock of Apidos.
NOW THEREFORE, in consideration of the premises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Release of Guaranties and other Obligations. Subject to the closing of the transactions contemplated by the SPA, Agent, for itself and on behalf of Lenders, pursuant to Section 9.10 of the Loan Agreement hereby fully and forever releases and discharges, without recourse (provided, without recourse shall not be construed as limiting Borrower’s rights under Section 4 below) or warranty, (a) any and all Liens granted to or held by Agent and Lenders under any Loan Document encumbering (i) any property owned by Apidos or (ii) the Capital Stock of Apidos, and (b) Apidos from any and all obligations under any Loan Document.
2. Authority to File. Agent hereby authorizes Borrower and/or Apidos to file the UCC-3 termination statements for the financing statements set forth on Exhibit A hereto.
3. Representations and Warranties. Borrower represents and warrants to Agent, Issuing Bank and Lenders that:
|
|
a.
|
No Default. No Default or Event of Default exists.
|
|
|
b.
|
SPA. Borrower has delivered to Agent true and correct copies of the SPA and all amendments or modifications thereto and the SPA constitutes the valid binding and enforceable obligation of the parties thereto.
|
4. Further Assurances. Agent agrees, at the expense of Borrower, to take any further action and deliver (in form and substance reasonably acceptable to Agent) any further releases, powers, instruments and other documents as may be commercially reasonably requested by Borrower and/or Apidosfor the purpose of effecting or confirming (i) the termination, release and discharge of the Liens and obligations described in Section 1 and (ii) the termination of the financing statements described in Section 2.
5. Governing Law. THIS PARTIAL RELEASE, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have caused this Partial Release to be duly executed effective as of the day and year first above written.
AGENT:
TD BANK, N.A.
By:
Name: Eric C. Tweer
Title: Vice President
BORROWER:
Resource America, Inc.
By:
Name: Thomas C. Elliott
Title: Senior Vice President and Chief Financial
Officer
APIDOS:
Apidos Capital Management, LLC
By: ____________
Name: Thomas C. Elliott
Title: Chief Financial Officer