RESOURCE CAPITAL CORP.

 

                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

 

         FIRST: RESOURCE CAPITAL CORP., a Maryland corporation (the

"Corporation"), desires to amend and restate its charter (the "Charter") as

currently in effect and as hereinafter amended.

 

         SECOND: The following provisions are all the provisions of the Charter

currently in effect and as hereinafter amended.

 

                                    ARTICLE I

 

                                      NAME

 

         The name of the corporation (which is hereinafter called the

"Corporation") is:

 

                             Resource Capital Corp.

 

                                   ARTICLE II

 

                                     PURPOSE

 

         The purposes for which the Corporation is formed are to engage in any

lawful act or activity (including, without limitation or obligation, engaging in

business as a real estate investment trust under the Internal Revenue Code of

1986, as amended from time to time, or any successor statute (the "Code")) for

which corporations may be organized under the general laws of the State of

Maryland as now or hereafter in force. For purposes of this charter of the

Corporation (the "Charter"), "REIT" means a real estate investment trust under

Sections 856 through 860 of the Code. The foregoing purposes and objects shall

be in no way limited or restricted by reference to, or inference from, the terms

of any other clause of this or any other article of the Charter and each shall

be regarded as independent; and they are intended to be and shall be construed

as powers as well as purposes and objects of the Corporation and shall be in

addition to and not in limitation of the general powers of corporations under

the General Laws of the State of Maryland.

 

                                   ARTICLE III

 

                 RESIDENT AGENT AND PRINCIPAL OFFICE IN MARYLAND

 

         The address of the principal office of the Corporation in Maryland is

c/o The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore,

Maryland 21202. The name and address of the resident agent of the Corporation

are The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore,

Maryland 21202. The resident agent is a Maryland corporation.

 

 

 

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                                   ARTICLE IV

 

                        PROVISIONS FOR DEFINING, LIMITING

                      AND REGULATING CERTAIN POWERS OF THE

                CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

 

         Section 4.1 Number of Directors. The business and affairs of the

Corporation shall be managed under the direction of the Board of Directors. The

number of directors of the Corporation shall be two, which number may be

increased or decreased only by the Board of Directors pursuant to the Bylaws of

the Corporation (the "Bylaws"), but shall never be less than the minimum number

required by the Maryland General Corporation Law or any successor statute (the

"MGCL"). The names of the directors who shall serve until the first annual

meeting in 2006 of stockholders and until their successors are duly elected and

qualified are:

 

                                 Edward E. Cohen

                                Jonathan Z. Cohen

 

The directors may increase the number of directors and may fill any vacancy,

whether resulting from an increase in the number of directors or otherwise, on

the Board of Directors in the manner provided in the Bylaws.

 

         Beginning with the annual meeting of stockholders in 2006 and at each

succeeding annual meeting of stockholders, the directors will be elected to hold

office for a term expiring at the next succeeding annual meeting. Each director

will hold office for the term for which that director is elected until that

director's successor is duly elected and qualified.

 

         The Corporation elects, at such time as it becomes eligible to make the

election provided for under Section 3-804(c) of the MGCL, that, except as may be

provided by the Board of Directors in setting the terms of any class or series

of stock, any and all vacancies on the Board of Directors may be filled only by

the affirmative vote of a majority of the remaining directors in office, even if

the remaining directors do not constitute a quorum, and any director elected to

fill a vacancy shall serve for the remainder of the full term of the

directorship in which such vacancy occurred.

 

         Section 4.2 Extraordinary Actions. Except as specifically provided in

Section 4.8 (relating to removal of directors) and in Article VII,

notwithstanding any provision of law permitting or requiring any action to be

taken or approved by the affirmative vote of the holders of shares entitled to

cast a greater number of votes, any such action shall be effective and valid if

declared advisable by the Board of Directors and taken or approved by the

affirmative vote of holders of shares entitled to cast a majority of all the

votes entitled to be cast on the matter.

 

         Section 4.3 Authorization by Board of Stock Issuance. The Board of

Directors may authorize the issuance from time to time of shares of stock of the

Corporation of any class or series, whether now or hereafter authorized, or

securities or rights convertible into shares of its stock of any class or

series, whether now or hereafter authorized, for such consideration as the Board

of Directors may deem advisable (or without consideration in the case of a stock

split or stock dividend), subject to such restrictions or limitations, if any,

as may be set forth in the Charter or the Bylaws.

 

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         Section 4.4 Preemptive Rights and Appraisal Rights. Except as may be

provided by the Board of Directors in setting the terms of classified or

reclassified shares of stock pursuant to Section 5.4 or as may otherwise be

provided by contract approved by the Board of Directors, no holder of shares of

stock of the Corporation shall, as such holder, have any preemptive right to

purchase or subscribe for any additional shares of stock of the Corporation or

any other security of the Corporation which it may issue or sell. Holders of

shares of stock shall not be entitled to exercise any rights of an objecting

stockholder provided for under Subtitle 2 of Title 3 of the MGCL unless the

Board of Directors, upon the affirmative vote of a majority of the Board of

Directors, shall determine that such rights apply, with respect to all or any

classes or series of stock, to one or more transactions occurring after the date

of such determination in connection with which holders of such shares would

otherwise be entitled to exercise such rights.

 

         Section 4.5 Indemnification. (a) The Corporation shall have the power,

to the maximum extent permitted by Maryland law in effect from time to time, to

obligate itself to indemnify, and to pay or reimburse reasonable expenses in

advance of final disposition of a proceeding to, (i) any individual who is a

present or former director or officer of the Corporation or (ii) any individual

who, while a director or officer of the Corporation and at the request of the

Corporation, serves or has served as a director, officer, partner or trustee of

another corporation, real estate investment trust, partnership, joint venture,

trust, employee benefit plan or any other enterprise from and against any claim

or liability to which such person may become subject or which such person may

incur by reason of his or her service in any of the foregoing capacities. The

Corporation shall have the power, with the approval of the Board of Directors,

to provide such indemnification and advancement of expenses to a person who

served a predecessor of the Corporation in any of the capacities described in

(i) or (ii) above and to any employee or agent of the Corporation or a

predecessor of the Corporation.

 

         (b) The Corporation may, to the fullest extent permitted by law,

purchase and maintain insurance on behalf of any person described in the

preceding paragraph against any liability which may be asserted against such

person.

 

         (c) The indemnification provided herein shall not be deemed to limit

the right of the Corporation to indemnify any other person for any such expenses

to the fullest extent permitted by law, nor shall it be deemed exclusive of any

other rights to which any person seeking indemnification from the Corporation

may be entitled under any agreement, vote of stockholders or disinterested

directors, or otherwise, both as to action in such person's official capacity

and as to action in another capacity while holding such office.

 

         Section 4.6 Determinations by Board. The determination as to any of the

following matters, made in good faith by or pursuant to the direction of the

Board of Directors consistent with the Charter, shall be final and conclusive

and shall be binding upon the Corporation and every holder of shares of its

stock: the amount of the net income of the Corporation for any period and the

 

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amount of assets at any time legally available for the payment of dividends,

redemption of its stock or the payment of other distributions on its stock; the

amount of paid-in surplus, net assets, net profits, other surplus, annual or

other net profit, cash flow, funds from operations, net assets in excess of

capital, undivided profits or excess of profits over losses on sales of assets;

the amount, purpose, time of creation, increase or decrease, alteration or

cancellation of any reserves or charges and the propriety thereof (whether or

not any obligation or liability for which such reserves or charges shall have

been created shall have been paid or discharged); any interpretation of the

terms, preferences, conversion or other rights, voting powers or rights,

restrictions, limitations as to dividends or distributions, qualifications or

terms or conditions of redemption of any class or series of stock of the

Corporation; the fair value, or any sale, bid or asked price to be applied in

determining the fair value, of any asset owned or held by the Corporation or of

any shares of stock of the Corporation; the number of shares of stock of any

class of the Corporation; any matter relating to the acquisition, holding and

disposition of any assets by the Corporation; or any other matter relating to

the business and affairs of the Corporation or required or permitted by

applicable law, the Charter or Bylaws or otherwise to be determined by the Board

of Directors.

 

         Section 4.7 REIT Qualification. It shall be the duty of the Board of

Directors to ensure that the Corporation satisfies the requirements for

qualification as a REIT under the Code, including, but not limited to, the

ownership of outstanding shares of its common stock, the nature of its assets,

the sources of its income, and the amount and timing of its distributions to its

stockholders. The Board of Directors shall take no action to disqualify the

Corporation as a REIT or to otherwise revoke the Corporation's election to be

taxed as a REIT without the affirmation vote of holders of shares entitled to

cast a majority of all the votes entitled to be cast on such matter at a meeting

of the stockholders.

 

         Section 4.8 Removal of Directors. Subject to the rights of holders of

one or more classes or series of Preferred Stock to elect or remove one or more

directors, any director, or the entire Board of Directors, may be removed from

office at any time, but only for cause and then only by the affirmative vote of

at least two-thirds of the votes entitled to be cast generally in the election

of directors. For the purpose of this paragraph, "cause" shall mean, with

respect to any particular director, conviction of a felony or a final judgment

of a court of competent jurisdiction holding that such director caused

demonstrable, material harm to the Corporation through gross negligence, wilful

misconduct, bad faith or active and deliberate dishonesty.

 

                                    ARTICLE V

 

                                      STOCK

 

         Section 5.1 Authorized Shares. The Corporation has authority to issue

600,000,000 shares of stock, consisting of 500,000,000 shares of Common Stock,

$0.001 par value per share ("Common Stock"), and 100,000,000 shares of Preferred

Stock, $0.001 par value per share ("Preferred Stock"). The aggregate par value

of all authorized shares of stock having par value is $600,000. If shares of one

class of stock are classified or reclassified into shares of another class of

stock pursuant to this Article V, the number of authorized shares of the former

class shall be automatically decreased and the number of shares of the latter

class shall be automatically increased, in each case by the number of shares so

classified or reclassified, so that the aggregate number of shares of stock of

all classes that the Corporation has authority to issue shall not be more than

the total number of shares of stock set forth in the first sentence of this

paragraph. The Board of Directors, with the approval of a majority of the entire

Board of Directors, without any action by the stockholders of the Corporation,

may amend the Charter from time to time to increase or decrease the aggregate

number of shares of stock or the number of shares of stock of any class or

series that the Corporation has authority to issue.

 

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         Section 5.2 Common Stock. Subject to the provisions of Article VI and

except as may otherwise be specified in the terms of any class or series of

Common Stock, each share of Common Stock shall entitle the holder thereof to one

vote. The Board of Directors may reclassify any unissued shares of Common Stock

from time to time in one or more classes or series of stock.

 

         Section 5.3 Preferred Stock. The Board of Directors may classify any

unissued shares of Preferred Stock and reclassify any previously classified but

unissued shares of Preferred Stock of any series from time to time, in one or

more classes or series of stock.

 

         Section 5.4 Classified or Reclassified Shares. Prior to issuance of

classified or reclassified shares of any class or series, the Board of Directors

by resolution shall: (a) designate that class or series to distinguish it from

all other classes and series of stock of the Corporation; (b) specify the number

of shares to be included in the class or series; (c) set or change, subject to

the provisions of Article VI and subject to the express terms of any class or

series of stock of the Corporation outstanding at the time, the preferences,

conversion or other rights, voting powers, restrictions, including, without

limitation, restrictions on transferability, limitations as to dividends or

other distributions, qualifications and terms and conditions of redemption for

each class or series; and (d) cause the Corporation to file articles

supplementary with the Maryland State Department of Assessments and Taxation

("MSDAT"). Any of the terms of any class or series of stock set or changed

pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or

events ascertainable outside the Charter (including determinations by the Board

of Directors or other facts or events within the control of the Corporation) and

may vary among holders thereof, provided that the manner in which such facts,

events or variations shall operate upon the terms of such class or series of

stock is clearly and expressly set forth in the articles supplementary or other

Charter document accepted for record by MSDAT.

 

         Section 5.5 Charter and Bylaws. The rights of all stockholders and the

terms of all stock are subject to the provisions of this Charter and the Bylaws.

 

 

 

 

 

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                                   ARTICLE VI

 

                 RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

 

         Section 6.1 Definitions. For the purpose of this Article VI, the

following terms shall have the following meanings:

 

         Beneficial Ownership. The term "Beneficial Ownership" shall mean

ownership of Capital Stock by a Person, whether the interest in the shares of

Capital Stock is held directly or indirectly (including by a nominee), and shall

include interests that would be treated as owned through the application of

Section 544 of the Code, as modified by Section 856(h)(1)(B) and 856 (h)(3)(A)

of the Code. The terms "Beneficial Owner," "Beneficially Owns" and "Beneficially

Owned" shall have the correlative meanings.

 

         Benefit Plan Investor. The term "Benefit Plan Investor" shall mean any

holder of shares of Capital Stock that is (i) an employee benefit plan (as

defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,

as amended ("ERISA")), whether or not it is subject to the provisions of Title I

of ERISA; (ii) a plan as defined in Section 4975(e) of the Code (any such

employee benefit plan or "plan" described in clause (i) or this clause (ii)

being referred to herein as a "Plan"); (iii) an entity whose underlying assets

include (or are deemed to include under ERISA or Section 4975(e) of the Code)

assets of a Plan by reason of such Plan's investment in such entity or (iv) any

other entity that otherwise constitutes a benefit plan investor within the

meaning of the Plan Asset Regulations.

 

         Business Day. The term "Business Day" shall mean any day other than a

Saturday, a Sunday or a day on which banking institutions in the Commonwealth of

Pennsylvania are authorized or obligated by law or executive order to close.

 

         Capital Stock. The term "Capital Stock" shall mean all classes or

series of stock of the Corporation, including, without limitation, Common Stock

and Preferred Stock.

 

         Charitable Beneficiary. The term "Charitable Beneficiary" shall mean

one or more beneficiaries of the Charitable Trust as determined pursuant to

Section 6.3.6, provided that each such organization must be described in Section

501(c)(3) of the Code and contributions to each such organization must be

eligible for deduction under one of Sections 170(b)(1)(A), 2055 and 2522 of the

Code.

 

         Charitable Trust. The term "Charitable Trust" shall mean any trust

provided for in Section 6.3.1.

 

         Constructive Ownership. The term "Constructive Ownership" shall mean

ownership of Capital Stock by a Person, whether the interest in the shares of

Capital Stock is held directly or indirectly (including by a nominee), and shall

include interests that would be treated as owned through the application of

Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The

terms "Constructive Owner," "Constructively Owns" and "Constructively Owned"

shall have the correlative meanings.

 

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         Controlling Person. The term "Controlling Person" shall mean a Person

who has discretionary authority or control with respect to the assets of the

Corporation or who provides investment advice to the Corporation for a fee

(direct or indirect) with respect to such assets, and any affiliate of such

Person.

 

         Excepted Holder. The term "Excepted Holder" shall mean a Person for

whom an Excepted Holder Limit is created by the Charter or by the Board of

Directors pursuant to Section 6.2.7.

 

         Excepted Holder Limit. The term "Excepted Holder Limit" shall mean,

provided that the affected Excepted Holder agrees to comply with the

requirements established by the Charter or by the Board of Directors pursuant to

Section 6.2.7 and subject to adjustment pursuant to Section 6.2.8, the

percentage limit established for an Excepted Holder by the Charter or by the

Board of Directors pursuant to Section 6.2.7.

 

         Initial Date. The term "Initial Date" shall mean the date of the

closing of the issuance of Common Stock pursuant to the initial offering and

placement transaction between the Corporation and the Initial Purchaser.

 

         Initial Purchaser. The term "Initial Purchaser" shall mean Credit

Suisse First Boston LLC.

 

         Insignificant Participation Exception. The term "Insignificant

Participation Exception" shall mean the exception to the Plan Asset Regulations

which provides that a Benefit Plan Investor's assets will not include any of the

underlying assets of an entity in which it invests if at all times less than 25%

of the value of each class of equity interests in the entity is held by one or

more Benefit Plan Investors.

 

         Market Price. The term "Market Price" on any date shall mean, with

respect to any class or series of outstanding shares of Capital Stock, the

Closing Price for such Capital Stock on such date. The "Closing Price" on any

date shall mean the last reported sale price for such Capital Stock, regular

way, or, in case no such sale takes place on such day, the average of the

closing bid and asked prices, regular way, for such Capital Stock, in either

case as reported in the principal consolidated transaction reporting system with

respect to securities listed or admitted to trading on the NYSE or, if such

Capital Stock is not listed or admitted to trading on the NYSE, as reported on

the principal consolidated transaction reporting system with respect to

securities listed on the principal national securities exchange on which such

Capital Stock is listed or admitted to trading or, if such Capital Stock is not

listed or admitted to trading on any national securities exchange, the last

quoted price, or, if not so quoted, the average of the high bid and low asked

prices in the over-the-counter market, as reported by the National Association

of Securities Dealers, Inc. Automated Quotation System or, if such system is no

longer in use, the principal other automated quotation system that may then be

in use or, if such Capital Stock is not quoted by any such organization, the

average of the closing bid and asked prices as furnished by a professional

market maker making a market in such Capital Stock selected by the Board of

Directors of the Corporation or, in the event that no trading price is available

for such Capital Stock, the fair market value of the Capital Stock, as

determined in good faith by the Board of Directors of the Corporation.

 

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         NYSE. The term "NYSE" shall mean the New York Stock Exchange.

 

         Person. The term "Person" shall mean an individual, corporation,

partnership, limited liability company, estate, trust (including a trust

qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust

permanently set aside for or to be used exclusively for the purposes described

in Section 642(c) of the Code, association, private foundation within the

meaning of Section 509(a) of the Code, joint stock company or other entity and

also includes a "group" as that term is used for purposes of Section 13(d)(3) of

the Securities Exchange Act of 1934, as amended, and a group to which an

Excepted Holder Limit applies.

 

         Plan Asset Regulations. The term "Plan Asset Regulations" shall mean

Section 2510.3-101 of the regulations of the Department of Labor.

 

         Prohibited Owner. The term "Prohibited Owner" shall mean, with respect

to any purported Transfer (or other event), any Person who, but for the

provisions of Section 6.2.1, would Beneficially Own or Constructively Own shares

of Capital Stock in violation of the provisions of Section 6.2.1(a), and if

appropriate in the context, shall also mean any Person who would have been the

record owner of the shares of Capital Stock that the Prohibited Owner would have

so owned.

 

         Publicly Offered Securities. The term "Publicly Offered Securities"

shall have the meaning provided in Section 2510.3-101(b)(2) of the Plan Asset

Regulations, or any successor regulation thereto.

 

         Restriction Termination Date. The term "Restriction Termination Date"

shall mean the first day after the Initial Date on which the Corporation

determines pursuant to Section 4.7 of the Charter that it is no longer in the

best interests of the Corporation to attempt to, or continue to, qualify as a

REIT or that compliance with the restrictions and limitations on Beneficial

Ownership, Constructive Ownership and Transfers of shares of Capital Stock set

forth herein is no longer required in order for the Corporation to qualify as a

REIT.

 

         Stock Ownership Limit. The term "Stock Ownership Limit" shall mean nine

and eight-tenths percent (9.8%) in value or in number of shares, whichever is

more restrictive, of the outstanding shares of any class or series of Capital

Stock of the Corporation excluding any outstanding shares of Capital Stock not

treated as outstanding for federal income tax purposes.

 

         Transfer. The term "Transfer" shall mean any issuance, sale, transfer,

gift, assignment, devise or other disposition, as well as any other event that

causes any Person to acquire Beneficial Ownership or Constructive Ownership, or

any agreement to take any such actions or cause any such events, of Capital

Stock or the right to vote or receive dividends on Capital Stock, including (a)

the granting or exercise of any option (or any disposition of any option), (b)

any disposition of any securities or rights convertible into or exchangeable for

Capital Stock or any interest in Capital Stock or any exercise of any such

conversion or exchange right and (c) Transfers of interests in other entities

that result in changes in Beneficial or Constructive Ownership of Capital Stock;

in each case, whether voluntary or involuntary, whether owned of record,

Constructively Owned or Beneficially Owned and whether by operation of law or

otherwise. The terms "Transferring" and "Transferred" shall have the correlative

meanings.

 

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         Trustee. The term "Trustee" shall mean the Person unaffiliated with the

Corporation and a Prohibited Owner, that is appointed by the Corporation to

serve as trustee of the Charitable Trust.

 

         Section 6.2 Capital Stock.

 

                  Section 6.2.1 Ownership Limitations. During the period

commencing on the Initial Date and prior to the Restriction Termination Date and

subject to Section 6.4:

 

                           (a) Basic Restrictions.

 

                                    (i) No Person, other than an Excepted

Holder, shall Beneficially Own or Constructively Own shares of Capital Stock in

excess of the Stock Ownership Limit.

 

                                    (ii) Except as provided in Section 6.2.7

hereof, no Person shall Beneficially Own shares of Capital Stock to the extent

that such Beneficial Ownership of Capital Stock would result in the Corporation

being "closely held" within the meaning of Section 856(h) of the Code (without

regard to whether the ownership interest is held during the last half of a

taxable year) or would otherwise cause the Company to fail to qualify as a REIT.

 

                                    (iii) Except as provided in Section 6.2.7

hereof, no Person shall Transfer shares of Capital Stock to the extent such

transfer would result in the Capital Stock being beneficially owned by less than

one hundred (100) Persons (determined under the principles of Section 856(a)(5)

of the Code).

 

                                    (iv) Except as provided in Section 6.2.7

hereof, during the period commencing on the Initial Date and prior to the date

that either (i) each class or series of Capital Stock qualifies as a class of

Publicly Offered Securities or (ii) the Corporation qualifies for another

exception to the Plan Asset Regulations (other than the Insignificant

Participation Exception), no Person shall Transfer shares of Capital Stock to

the extent such Transfer would result in 25% or more of such class of Capital

Stock being beneficially owned by one or more Benefit Plan Investors,

disregarding, for purposes of such determination, Capital Stock held by persons

(other than Benefit Plan Investors) who have discretionary authority or control

with respect to the Corporation's assets or who provide investment advice for a

fee (direct or indirect) with respect to the Corporation's assets, and their

affiliates.

 

                                    (v) Except as provided in Section 6.2.7

hereof, during the period commencing on the Initial Date and prior to the date

each class or series of Capital Stock qualifies as a class of Publicly Offered

Securities, no Person shall Transfer shares of Capital Stock unless such Person

obtains from its transferee a representation and agreement that (i) its

transferee is not (and will not be), and is not acting on behalf of, a Benefit

Plan Investor or Controlling Person and (ii) such transferee will obtain from

its transferee the representation and agreement set forth in this sentence

(including without limitation clauses (i) and (ii)).

 

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                           (b) Transfer in Trust/Transfer Void Ab Initio. If any

Transfer of shares of Capital Stock (or other event) occurs which, if effective,

would result in any Person Beneficially Owning or Constructively Owning shares

of Capital Stock in violation of Section 6.2.1(a)(i), (ii), (iii), (iv), or (v),

 

                                    (i) then that number of shares of the

Capital Stock the Beneficial or Constructive Ownership of which otherwise would

cause such Person to violate Section 6.2.1(a)(i), (ii), (iii), (iv), or (v)

(rounded up to the nearest whole share) shall be automatically transferred to a

Charitable Trust for the benefit of a Charitable Beneficiary, as described in

Section 6.3, effective as of the close of business on the Business Day prior to

the date of such Transfer (or other event), and such Person shall acquire no

rights in such shares of Capital Stock; or

 

                                    (ii) if the transfer to the Charitable Trust

described in clause (i) of this sentence would not be effective for any reason

to prevent the violation of Section 6.2.1(a)(i), (ii), (iii), (iv), or (v), then

the Transfer of that number of shares of Capital Stock that otherwise would

cause any Person to violate Section 6.2.1(a)(i), (ii), (iii), (iv), or (v),

shall be void ab initio, and the intended transferee shall acquire no rights in

such shares of Capital Stock.

 

                  Section 6.2.2 Remedies for Breach. If the Board of Directors

of the Corporation or any duly authorized committee thereof or other designees

if permitted by the MGCL shall at any time determine in good faith that a

Transfer or other event has taken place that results in a violation of Section

6.2.1 or that a Person intends to acquire or has attempted to acquire Beneficial

or Constructive Ownership of any shares of Capital Stock in violation of Section

6.2.1 (whether or not such violation is intended), the Board of Directors or a

committee thereof or other designees if permitted by the MGCL shall take such

action as it deems advisable to refuse to give effect to or to prevent such

Transfer or other event, including, without limitation, causing the Corporation

to redeem shares of Capital Stock, refusing to give effect to such Transfer on

the books of the Corporation or instituting proceedings to enjoin such Transfer

or other event; provided, however, that any Transfers or attempted Transfers or

other events in violation of Section 6.2.1 shall automatically result in the

transfer to the Charitable Trust described above, or, where applicable, such

Transfer (or other event) shall be void ab initio as provided above irrespective

of any action (or non-action) by the Board of Directors or a committee thereof.

 

                  Section 6.2.3 Notice of Restricted Transfer. Any Person who

acquires or attempts or intends to acquire Beneficial Ownership or Constructive

Ownership of shares of Capital Stock that will or may violate Section 6.2.1(a)

or any Person who would have owned shares of Capital Stock that resulted in a

transfer to the Charitable Trust pursuant to the provisions of Section 6.2.1(b)

shall immediately give written notice to the Corporation of such event, or in

the case of such a proposed or attempted transaction, give at least fifteen (15)

days prior written notice, and shall provide to the Corporation such other

information as the Corporation may request in order to determine the effect, if

any, of such Transfer on the Corporation's status as a REIT.

 

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                  Section 6.2.4 Owners Required To Provide Information. From the

Initial Date and prior to the Restriction Termination Date:

 

                           (a) Every owner of more than five percent (5%) (or

such lower percentage as required by the Code or the Treasury Regulations

promulgated thereunder) in number or value of the outstanding shares of Capital

Stock, within thirty (30) days after the end of each taxable year, shall give

written notice to the Corporation stating the name and address of such owner,

the number of shares of Capital Stock Beneficially Owned and a description of

the manner in which such shares are held. Each such owner shall provide to the

Corporation such additional information as the Corporation may request in order

to determine the effect, if any, of such Beneficial Ownership on the

Corporation's status as a REIT and to ensure compliance with the Stock Ownership

Limit; and

 

                           (b) Each Person who is a Beneficial or Constructive

Owner of Capital Stock and each Person (including the stockholder of record) who

is holding Capital Stock for a Beneficial or Constructive Owner shall provide to

the Corporation such information as the Corporation may request, in good faith,

in order to determine the Corporation's status as a REIT and to comply with

requirements of any taxing authority or governmental authority or to determine

such compliance and to ensure compliance with the Stock Ownership Limit.

 

                  Section 6.2.5 Remedies Not Limited. Nothing contained in this

Section 6.2 shall limit the authority of the Board of Directors of the

Corporation to take such other action as it deems necessary or advisable to (a)

subject to Section 4.7 of the Charter, protect the Corporation and the interests

of its stockholders in preserving the Corporation's status as a REIT or (b)

avoid having the assets of the Corporation being considered to be "plan assets"

(within the meaning of the Plan Asset Regulations) of any stockholder.

 

                  Section 6.2.6 Ambiguity. In the case of an ambiguity in the

application of any of the provisions of this Article VI, including any

definition contained in Section 6.1 of this Article VI, the Board of Directors

shall have the power to determine the application of the provisions of this

Article VI with respect to any situation based on the facts known to it. In the

event Section 6.2 or 6.3 requires an action by the Board of Directors and the

Charter fails to provide specific guidance with respect to such action, the

Board of Directors shall have the power to determine the action to be taken so

long as such action is not contrary to the provisions of Sections 6.1, 6.2 or

6.3. Absent a decision to the contrary by the Board of Directors (which the

Board may make in its sole and absolute discretion), if a Person would have (but

for the remedies set forth in Section 6.2.1) acquired Beneficial or Constructive

Ownership of Capital Stock in violation of Section 6.2.1, such remedies (as

applicable) shall apply first to the shares of Capital Stock which, but for such

remedies, would have been actually owned by such Person, and second to shares of

Capital Stock which, but for such remedies, would have been Beneficially Owned

or Constructively Owned (but not actually owned) by such Person, pro rata among

the Persons who actually own such shares of Capital Stock based upon the

relative number of the shares of Capital Stock held by each such Person.

 

                                       11

<PAGE>

 

                  Section 6.2.7 Exceptions.

 

                           (a) The Board of Directors of the Corporation, in its

sole discretion, may exempt (prospectively or retroactively) a Person from the

Stock Ownership Limit and/or the restrictions contained in Section 6.2.1(a)(ii),

(iii), (iv), or (v), as the case may be, and may establish or increase an

Excepted Holder Limit for such Person if the Board of Directors obtains such

representations, covenants and undertakings as the Board of Directors may deem

appropriate in order to conclude that granting the exemption and/or establishing

or increasing the Excepted Holder Limit, as the case may be, will not cause the

Corporation to lose its status as a REIT in the case of an exemption or Excepted

Holder Limit relating to Section 6.2.1(a)(i), (ii), and (iii) or cause any

assets of the Corporation to be treated as plan assets under the Plan Asset

Regulations in the case of an exemption relating to Section 6.2.1(a)(iv) and

(v).

 

                           (b) Prior to granting any exception pursuant to

Section 6.2.7(a), the Board of Directors of the Corporation may require a ruling

from the Internal Revenue Service, or an opinion of counsel, in either case in

form and substance satisfactory to the Board of Directors in its sole

discretion, as it may deem necessary or advisable in order to (i) determine the

Corporation's status as a REIT or (ii) in the case of an exception from Section

6.2.1(a)(iv) or (v), determine that the Corporation will not fail to qualify for

the Insignificant Participation Exception or another applicable exception to the

Plan Asset Regulations. Notwithstanding the receipt of any ruling or opinion,

the Board of Directors may impose such conditions or restrictions as it deems

appropriate in connection with granting such exception.

 

                           (c) Subject to Section 6.2.1.(a)(ii), an underwriter

or placement agent that participates in a public offering or a private placement

of Capital Stock (or securities convertible into or exchangeable for Capital

Stock) may Beneficially Own or Constructively Own shares of Capital Stock (or

securities convertible into or exchangeable for Capital Stock) in excess of the

Stock Ownership Limit, but only to the extent necessary to facilitate such

public offering or private placement and provided that the restrictions

contained in Section 6.2.1(a) will not be violated following the distribution by

such underwriter or placement agent of such shares of Capital Stock.

 

                  Section 6.2.8 Change in Common Stock Ownership Limit. (a) The

Board of Directors may from time to time increase or decrease the Stock

Ownership Limit; provided, however, that a decreased Stock Ownership Limit will

not be effective for any Person whose percentage ownership of Capital Stock is

in excess of such decreased Stock Ownership Limit until such time as such

Person's percentage ownership of Capital Stock equals or falls below the

decreased Stock Ownership Limit, but until such time as such Person's percentage

ownership of Capital Stock falls below such decreased Stock Ownership Limit, any

further acquisition of Capital Stock will be in violation of the Stock Ownership

Limit and, provided further, that the new Stock Ownership Limit would not allow

five or fewer Persons (taking into account all Excepted Holders) to Beneficially

Own more than 50% in value of the outstanding Capital Stock.

 

                  (b) The Board of Directors may only reduce the Excepted Holder

Limit for an Excepted Holder: (1) with the written consent of such Excepted

Holder at any time, or (2) pursuant to the terms and conditions of the

agreements and undertakings entered into with such Excepted Holder in connection

with the establishment of the Excepted Holder Limit for that Excepted Holder. No

Excepted Holder Limit shall be reduced to a percentage that is less than the

Stock Ownership Limit.

 

                                       12

<PAGE>

 

                  Section 6.2.9 Legend. Each certificate for shares of Capital

Stock shall bear a legend summarizing the restrictions on transfer and ownership

contained herein.

 

Instead of a legend, the certificate may state that the Corporation will furnish

a full statement about certain restrictions on transferability to a stockholder

on request and without charge.

 

         Section 6.3 Transfer of Capital Stock in Trust.

 

                  Section 6.3.1 Ownership in Trust. Upon any purported Transfer

or other event described in Section 6.2.1(b) that would result in a transfer of

shares of Capital Stock to a Charitable Trust, such shares of Capital Stock

shall be deemed to have been transferred to the Trustee as trustee for the

exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the

Trustee shall be deemed to be effective as of the close of business on the

Business Day prior to the purported Transfer or other event that results in the

transfer to the Charitable Trust pursuant to Section 6.2.1(b). The Trustee shall

be appointed by the Corporation and shall be a Person unaffiliated with the

Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be

designated by the Corporation as provided in Section 6.3.6.

 

                  Section 6.3.2 Status of Shares Held by the Trustee. Shares of

Capital Stock held by the Trustee shall continue to be issued and outstanding

shares of Capital Stock of the Corporation. The Prohibited Owner shall have no

rights in the Capital Stock held by the Trustee. The Prohibited Owner shall not

benefit economically from ownership of any shares held in trust by the Trustee,

shall have no rights to dividends or other distributions and shall not possess

any rights to vote or other rights attributable to the shares held in the

Charitable Trust.

 

                  Section 6.3.3 Dividend and Voting Rights. The Trustee shall

have all voting rights and rights to dividends or other distributions with

respect to shares of Capital Stock held in the Charitable Trust, which rights

shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any

dividend or other distribution paid to a Prohibited Owner prior to the discovery

by the Corporation that the shares of Capital Stock have been transferred to the

Trustee shall be paid with respect to such shares of Capital Stock by the

Prohibited Owner to the Trustee upon demand and any dividend or other

distribution authorized but unpaid shall be paid when due to the Trustee. Any

dividends or distributions so paid over to the Trustee shall be held in trust

for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights

with respect to shares held in the Charitable Trust and, subject to Maryland

law, effective as of the date that the shares of Capital Stock have been

transferred to the Trustee, the Trustee shall have the authority (at the

Trustee's sole discretion) (i) to rescind as void any vote cast by a Prohibited

Owner prior to the discovery by the Corporation that the shares of Capital Stock

have been transferred to the Trustee and (ii) to recast such vote in accordance

with the desires of the Trustee acting for the benefit of the Charitable

Beneficiary; provided, however, that if the Corporation has already taken

irreversible corporate action, then the Trustee shall not have the authority to

rescind and recast such vote. Notwithstanding the provisions of this Article VI,

until the Corporation has received notification that shares of Capital Stock

have been transferred into a Charitable Trust, the Corporation shall be entitled

to rely on its share transfer and other stockholder records for purposes of

preparing lists of stockholders entitled to vote at meetings, determining the

validity and authority of proxies and otherwise conducting votes of

stockholders.

 

                                       13

<PAGE>

 

                  Section 6.3.4 Sale of Shares by Trustee. Within twenty (20)

days of receiving notice from the Corporation that shares of Capital Stock have

been transferred to the Charitable Trust, the Trustee of the Charitable Trust

shall sell the shares held in the Charitable Trust to a person, designated by

the Trustee, whose ownership of the shares will not violate the ownership

limitations set forth in Section 6.2.1(a). Upon such sale, the interest of the

Charitable Beneficiary in the shares sold shall terminate and the Trustee shall

distribute the net proceeds of the sale to the Prohibited Owner and to the

Charitable Beneficiary as provided in this Section 6.3.4. The Prohibited Owner

shall receive the lesser of (1) the price paid by the Prohibited Owner for the

shares or, if the Prohibited Owner did not give value for the shares in

connection with the event causing the shares to be held in the Charitable Trust

(e.g., in the case of a gift, devise or other such transaction), the Market

Price of the shares on the day of the event causing the shares to be held in the

Charitable Trust and (2) the price per share received by the Trustee (net of any

commissions and other expenses of sale) from the sale or other disposition of

the shares held in the Charitable Trust. The Trustee may reduce the amount

payable to the Prohibited Owner by the amount of dividends and distributions

paid to the Prohibited Owner and owed by the Prohibited Owner to the Trustee

pursuant to Section 6.3.3 of this Article VI. Any net sales proceeds in excess

of the amount payable to the Prohibited Owner shall be immediately paid to the

Charitable Beneficiary. If, prior to the discovery by the Corporation that

shares of Capital Stock have been transferred to the Trustee, such shares are

sold by a Prohibited Owner, then (i) such shares shall be deemed to have been

sold on behalf of the Charitable Trust and (ii) to the extent that the

Prohibited Owner received an amount for such shares that exceeds the amount that

such Prohibited Owner was entitled to receive pursuant to this Section 6.3.4,

such excess shall be paid to the Trustee upon demand.

 

                  Section 6.3.5 Purchase Right in Stock Transferred to the

Trustee. Shares of Capital Stock transferred to the Trustee shall be deemed to

have been offered for sale to the Corporation, or its designee, at a price per

share equal to the lesser of (i) the price per share in the transaction that

resulted in such transfer to the Charitable Trust (or, in the case of a devise

or gift, the Market Price at the time of such devise or gift) and (ii) the

Market Price on the date the Corporation, or its designee, accepts such offer.

The Corporation may reduce the amount payable to the Prohibited Owner by the

amount of dividends and distributions paid to the Prohibited Owner and owed by

the Prohibited Owner to the Trustee pursuant to Section 6.3.3 of this Article

VI. The Corporation may pay the amount of such reduction to the Trustee for the

benefit of the Charitable Beneficiary. The Corporation shall have the right to

accept such offer until the Trustee has sold the shares held in the Charitable

Trust pursuant to Section 6.3.4. Upon such a sale to the Corporation, the

interest of the Charitable Beneficiary in the shares sold shall terminate and

the Trustee shall distribute the net proceeds of the sale to the Prohibited

Owner and any dividends or other distributions held by the Trustee shall be paid

to the Charitable Beneficiary.

 

                  Section 6.3.6 Designation of Charitable Beneficiaries. By

written notice to the Trustee, the Corporation shall designate one or more

nonprofit organizations to be the Charitable Beneficiary of the interest in the

Charitable Trust such that (i) the shares of Capital Stock held in the

Charitable Trust would not violate the restrictions set forth in Section

6.2.1(a) in the hands of such Charitable Beneficiary and (ii) each such

organization must be described in Section 501(c)(3) of the Code and

contributions to each such organization must be eligible for deduction under one

of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

 

                                       14

<PAGE>

 

         Section 6.4 NYSE Transactions. Nothing in this Article VI shall

preclude the settlement of any transaction entered into through the facilities

of the NYSE or any other national securities exchange or automated inter-dealer

quotation system. The fact that the settlement of any transaction occurs shall

not negate the effect of any other provision of this Article VI and any

transferee in such a transaction shall be subject to all of the provisions and

limitations set forth in this Article VI.

 

         Section 6.5 Deemed ERISA Representations. From and after the date upon

which a registration statement with respect to the Common Stock becomes

effective, each purchaser and subsequent transferee of Common Stock will be

deemed to have represented, warranted, and agreed that its purchase and holding

of Common Stock will not constitute or result in (i) a non-exempt prohibited

transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a

violation of any applicable other federal, state, local, non-U.S. or other laws

or regulations that contain one or more provisions that are similar to the

provisions of Title I of ERISA or Section 4975 of the Code.

 

         Section 6.6 Enforcement. The Corporation is authorized specifically to

seek equitable relief, including injunctive relief, to enforce the provisions of

this Article VI.

 

         Section 6.7 Non-Waiver. No delay or failure on the part of the

Corporation or the Board of Directors in exercising any right hereunder shall

operate as a waiver of any right of the Corporation or the Board of Directors,

as the case may be, except to the extent specifically waived in writing.

 

         Section 6.8 Severability. If any provision of this Article VI or any

application of any such provision is determined to be invalid by any federal or

state court having jurisdiction over the issues, the validity of the remaining

provisions shall not be affected and other applications of such provisions shall

be affected only to the extent necessary to comply with the determination of

such court.

 

                                   ARTICLE VII

 

                                   AMENDMENTS

 

         The Corporation reserves the right from time to time to make any

amendment to the Charter, now or hereafter authorized by law, including any

amendment altering the terms or contract rights, as expressly set forth in the

Charter, of any shares of outstanding stock. All rights and powers conferred by

the Charter on stockholders, directors and officers are granted subject to this

reservation. Except as otherwise provided in the Charter, any amendment to the

Charter shall be valid only if approved by the affirmative vote of the holders

of a majority of all the votes entitled to be cast on the matter. However, any

amendment to Section 4.8, Section 5.3, Section 5.4, Article VI or to this

sentence of the Charter shall be valid only if approved by the affirmative vote

of the holders of two-thirds of all the votes entitled to be cast on the matter.

 

                                       15

<PAGE>

 

                                  ARTICLE VIII

 

                             LIMITATION OF LIABILITY

 

         To the maximum extent that Maryland law in effect from time to time

permits limitation of the liability of directors and officers of a corporation,

no present or former director or officer of the Corporation shall be liable to

the Corporation or its stockholders for money damages. Neither the amendment nor

repeal of this Article VIII, nor the adoption or amendment of any other

provision of the Charter or Bylaws inconsistent with this Article VIII, shall

apply to or affect in any respect the applicability of the preceding sentence

with respect to any act or failure to act which occurred prior to such

amendment, repeal or adoption.

 

         THIRD: The foregoing amendment to and restatement of the Charter has

been approved by a majority of the Board of Directors and approved by the

stockholders of the Corporation as required by law.

 

         FOURTH: The current address of the principal office of the Corporation

in the State of Maryland is as set forth in Article III of the foregoing amended

and restated Charter.

 

         FIFTH: The name and address of the Corporation's current resident agent

is as set forth in Article III of the foregoing amended and restated Charter.

 

         SIXTH: The number of directors of the Corporation and the names of

those currently in office are as set forth in Article IV of the foregoing

amended and restated Charter.

 

         SEVENTH: The total number of shares of stock which the Corporation had

authority to issue immediately prior to this amendment and restatement was 1,000

shares, $0.001 par value per share. The aggregate par value of all shares of

stock having par value was $1.00.

 

         EIGHTH: The total number of shares of stock which the Corporation has

authority to issue pursuant to the foregoing amended and restated Charter is

600,000,000, consisting of 500,000,000 shares of Common Stock, $0.001 par value

per share, and 100,000,000 shares of Preferred Stock, $0.001 par value per

share. The aggregate par value of all shares of stock having par value is

$600,000.

 

 

 

                                       16

<PAGE>

 

         NINTH: The undersigned Vice President acknowledges these Articles of

Amendment and Restatement to be the corporate act of the Corporation and as to

all matters or facts required to be verified under oath, the undersigned Vice

President acknowledges that, to the best of his knowledge, information and

belief, these matters and facts are true in all material respects and that this

statement is made under the penalties for perjury.

 

         IN WITNESS WHEREOF, the Corporation has caused these Articles of

Amendment and Restatement to be signed in its name and on its behalf by its Vice

President and attested to by its Secretary on this ___ day of March, 2005.

 

ATTEST:                                    RESOURCE CAPITAL CORP.

 

__________________________                 By:  _________________________(SEAL)

 

Michael S. Yecies                               Thomas C. Elliott

Secretary                                       Vice President

 


RESOURCE CAPITAL CORP.

 

ARTICLES SUPPLEMENTARY

8.50% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK

 

Resource Capital Corp., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

 

FIRST:  By Articles Supplementary filed with the Department on June 7, 2012 (the “June 7 Articles Supplementary”), the Corporation classified and designated 265,000 shares of Preferred Stock (as defined in the Charter (defined below)) as shares of 8.50% Series A Cumulative Redeemable Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”), and set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, terms and conditions of redemption and other terms and conditions of such Series A Preferred Stock.

 

SECOND:  Under a power contained in Article V of the Amended and Restated Articles of Incorporation of the Corporation, as amended and supplemented (the “Charter”), and Section 2-208 of the Maryland General Corporation Law, the Board of Directors of the Corporation (the “Board”) and a duly authorized committee thereof classified and designated an additional 1,000,000 shares of Preferred Stock as Series A Preferred Stock (the “Additional Shares of Series A Preferred Stock”).  The Additional Shares of Series A Preferred Stock form a single series with and have the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of shares of stock as Series A Preferred Stock established pursuant to the June 7 Articles Supplementary, all as set forth in the June 7 Articles Supplementary.  Upon any restatement of the Charter, Section 1 of this Article SECOND shall replace Section 1 of Article SECOND of the June 7 Articles Supplementary:

 

1.           Designation and Number.  A series of Preferred Stock, designated the “8.50% Series A Cumulative Redeemable Preferred Stock” (“Series A Preferred Stock”), is hereby established.  The par value of Series A Preferred Stock shall be $0.001 per share.  The number of authorized shares of Series A Preferred Stock shall be 1,265,000.

 

THIRD:  Holders of the Additional Shares of Series A Preferred Stock shall be entitled to receive the full amount of all distributions payable in respect of Series A Preferred Stock from the Distribution Payment Date immediately preceding the date of original issuance of the Additional Shares of Series A Preferred Stock (or, with respect to the Additional Shares of Series A Preferred Stock issued on or before the record date for the payment of the distribution payable on July 30, 2012, from June 14, 2012) but shall not be entitled to receive any distributions paid or payable with regard to Series A Preferred Stock prior to such Distribution Payment Date.

 

FOURTH:  The Additional Shares of Series A Preferred Stock have been classified and designated by the Board and a duly authorized committee thereof under the authority contained in the Charter.

 

 

 

 


 


 

FIFTH:  These Articles Supplementary have been approved by the Board and a duly authorized committee thereof in the manner and by the vote required by law.

 

SIXTH:  The undersigned Chief Financial Officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Financial Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

[Signature page follows.]

 

 

2


 

 

IN WITNESS WHEREOF, Resource Capital Corp. has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Financial Officer and witnessed by its Secretary on June 26, 2012.

 

WITNESS:

 

RESOURCE CAPITAL CORP.

 

 

 

By:       /s/ Michael S. Yecies

 

By:           /s/ David J. Bryant

Name:  Michael S. Yecies

 

Name:      David J. Bryant

Title:    Secretary

 

Title:         Chief Financial Officer

 

 

RESOURCE CAPITAL CORP.

ARTICLES OF AMENDMENT

 

Resource Capital Corp., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that, upon the Effective Time (as defined herein), every four shares of common stock, $0.001 par value per share (“Common Shares”), of the Corporation that were issued and outstanding immediately prior to the Effective Time shall be combined into one issued and outstanding Common Share, $0.004 par value per share, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”).

SECOND: No fractional Common Shares will be or remain issued after the Effective Time and each holder otherwise entitled to a fractional share shall be entitled to receive in lieu thereof cash in an amount equal to the product of the fraction of a share multiplied by the closing price of Common Shares as reported by the New York Stock Exchange on the date of the Effective Time; provided,  however, that holders of any Common Shares issued pursuant to the Corporation’s Dividend Reinvestment and Stock Purchase Plan (“DRIP Common Shares”) shall be entitled to receive fractional shares with respect to such DRIP Common Shares upon the Effective Time to the extent applicable.

THIRD: Each certificate that immediately prior to the Effective Time represented Common Shares shall thereafter represent that number of Common Shares into which the shares represented by the certificate shall have been combined, subject to the elimination of fractional share interests as described above.

FOURTH: The foregoing amendment to the Charter has been duly approved by a majority of the entire Board of Directors of the Corporation as required by the Maryland General Corporation Law (the “MGCL”). Pursuant to Section 2-309(e)(2) of the MGCL and as permitted by the Charter, the foregoing amendment may be made without stockholder approval.

FIFTH: The Charter is hereby amended, effective immediately after the Effective Time, to decrease the par value of Common Shares from $0.004 per share to $0.001 per share. The foregoing amendment to the Charter has been duly approved by a majority of the entire Board of Directors of the Corporation as required by the MGCL. Pursuant to Section 2-605 of the MGCL and as permitted by the Charter, the foregoing amendment may be made without stockholder approval.

SIXTH: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendments was 600,000,000 shares of stock, consisting of 500,000,000 shares of common stock, $0.001 par value per share, and 100,000,000 shares of preferred stock, $0.001 par value per share, of which 10,000,000 shares were classified and designated as “8.50% Series A Cumulative Redeemable Preferred Stock”, 10,000,000 shares were classified and designated as “8.25% Series B Cumulative Redeemable Preferred Stock” and 10,000,000 shares were classified and designated as “8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock”.  The aggregate par value of all authorized shares of stock having par value was $600,000.

SEVENTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendments is 225,000,000 shares of stock, consisting of 125,000,000 shares of common stock, $0.001 par value per share, and 100,000,000 shares of preferred stock, $0.001 par value per share, of which 10,000,000 shares are classified and designated as “8.50% Series A Cumulative Redeemable Preferred Stock”, 10,000,000 shares are classified and designated as “8.25% Series B Cumulative Redeemable Preferred Stock” and 10,000,000 shares are classified and designated as “8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock”.  The aggregate par value of all authorized shares of stock having par value is $225,000.

 

 


 

 

EIGHTH: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of any shares of stock which the Corporation has authority to issue have not been changed by the foregoing amendments.

NINETH: These Articles of Amendment will become effective at 5:00 p.m. Eastern time on August 31, 2015 (the “Effective Time”).

TENTH: The undersigned, Michael S. Yecies, Senior Vice President, Chief Legal Officer and Secretary of the Corporation, acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned, Michael S. Yecies, Senior Vice President, Chief Legal Officer and Secretary of the Corporation, acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all materials respects and that this statement is made under the penalties for perjury.

 

[SIGNATURE PAGE FOLLOWS]

 

 


 

 

 

 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Senior Vice President, Chief Legal Officer and Secretary and attested by its Executive Vice President and Assistant Secretary on this 28th day of August, 2015.

 

ATTEST:

 

RESOURCE CAPITAL CORP.

 

 

 

 

 

 

 

By:

/s/ Jeffrey F. Brotman

 

By:

/s/ Michael S. Yecies

(Seal)

 

Jeffrey F. Brotman

 

 

Michael S. Yecies

 

 

Executive Vice President and

Assistant Secretary

 

 

Senior Vice President, Chief Legal Officer

and Secretary

 

[As Filed: 09-01-2015]