AGREEMENT
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This Agreement (this "Agreement") is made and entered into as of the
15th day of April 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 III, LLC, a
Delaware limited liability company (the "LLC") which is the general partner of
Trapeza Partners III L.P., a Delaware limited partnership (the "Partnership")
formed to sponsor and own the equity interest in Trapeza CDO III, 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 assist Resource in marking trust preferred
securities to market on a quarterly basis for the life of the CDO.
Additionally, 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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