AGREEMENT
This Agreement (this "Agreement") is made and entered into as of the
30th day of January 2003, by and between Resource Financial Fund Management,
Inc., a Delaware corporation ("Resource") and 9 Henmar LLC, a Delaware limited
liability company ("Henmar").
WHEREAS, Resource is a 50% owner of Trapeza Funding II, LLC, a Delaware
limited liability company (the "LLC") which is the general partner of Trapeza
Partners II L.P., a Delaware limited partnership (the "Partnership") formed to
sponsor and own the equity interest in Trapeza CDO II, LLC, a Delaware limited
liability company (the "CDO");
WHEREAS, Resource is a 50% owner of Trapeza Capital Management, LLC, a
Delaware limited liability company ("TCM"), which will serve as the collateral
manager for the CDO;
WHEREAS, Henmar has agreed to provide certain consulting services to
Resource in connection with the LLC, the Partnership and the CDO (the "CDO
Venture"); and
WHEREAS, this Agreement has been approved by the corporate governance
and investment committee of the board of directors of Resource America, Inc.,
Resource's parent.
NOW THEREFORE, in consideration of the mutual promises set forth in
this Agreement, the adequacy of which is hereby acknowledged, intending to be
legally bound hereby, the parties hereto agree as follows:
1. Services. Henmar shall provide Resource with such consulting services
in connection with the CDO Venture as Resource may request from time to
time, which services shall include advice on structuring the CDO
venture, interacting with the underwriters for the CDO offering,
placement agents for the Partnership offering and rating agencies, and
providing research and support to the credit committee of TCM and the
LLC. Henmar's obligation to provide services hereunder shall terminate
upon the closing of the CDO offering (the "Closing").
2. Fees. In consideration of its services hereunder and heretofore
provided to Resource, Resource shall pay to Henmar the following:
a. Resource's Income. TCM is entitled to receive a collateral
management fee from the CDO and the LLC is entitled to receive
an administrative fee from the Partnership (collectively, the
"Management Fees") and, in its capacity as general partner of
the Partnership, to receive 20% of distributions from net
profits of the Partnership (the "Carried Interest"). Resource
shall pay to Henmar 10% of the cash received by it with
respect to the Management Fees and the Carried Interest, less
Resource's out of pocket expenses in connection with CDO
Venture after the Closing, which shall not exceed $5,000 per
annum; provided, however, that if Resource is required to
return any of the Management Fees or Carried Interest to the
Partnership or the CDO, upon written notice from Resource,
Henmar shall, within 5 business days of such notice, remit to
Resource 10% of such returned amounts.
b. Expense Reimbursement. The LLC is entitled to receive a
structuring expense reimbursement from the CDO upon the
Closing (the "Expense Reimbursement"). Resource shall pay to
Henmar 50% of the cash received by it with respect to the
Expense Reimbursment, less the aggregate amount of
contributions theretofore paid by Resource to the LLC and less
Resource's out of pocket expenses in connection with the CDO
Venture accrued through the date of payment.
3. Cooperation. Henmar shall designate a representative, in addition to D.
Gideon Cohen, to provide Resource with updates, at least weekly and at
such other times as Resource may request, with respect to Henmar's
performance of its services hereunder. Henmar shall promptly provide to
Resource all information, including summaries of all meetings and
copies of all documents, draft or otherwise, gathered or generated by
Henmar with respect to the CDO Venture.
4. Warranty. Henmar warrants that the services provided by it pursuant to
this Agreement will be provided in a professional manner.
5. Termination. Either party may immediately terminate this Agreement upon
a material default or breach hereof by the other party; provided,
however, that the parties obligations pursuant to Section 3(a) hereof
shall survive notwithstanding any such termination.
6. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Pennsylvania
applicable to agreements made and to be performed entirely within such
state, without regard to the principles of conflicts of law. This
Agreement sets forth the entire agreement and understanding of the
parties relating to the subject matter hereof and supersedes all prior
agreements, arrangements, and understandings, written or oral, relating
thereto. No representation, promise, or inducement has been made by
either party that is not embodied in this Agreement and neither party
shall be bound by or liable for any alleged representation, promise, or
inducement not so set forth. Neither party shall have the right to
assign any of its right or obligations under this Agreement. No
amendment or waiver of this Agreement shall be effective, binding, or
enforceable unless in writing and signed by both you and us or, in the
case of a waiver, by the party granting the waiver.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
RESOURCE FINANCIAL FUND
MANAGEMENT, INC.
By: ___________________________________________
Michael Yecies
Secretary
9 HENMAR LLC
By: ___________________________________________
D. Gideon Cohen
Sole Member
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