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REXI > SEC Filings for REXI > Form 8-K on 1-Oct-2009All Recent SEC Filings

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Form 8-K for RESOURCE AMERICA INC


1-Oct-2009

Entry into a Material Definitive Agreement, Creation of a Direct Financial O


Item 1.01 Entry into a Material Definitive Agreement.

On September 29, 2009, Resource America, Inc. (the "Company") entered into note purchase agreements (each an "Agreement" and collectively the "Agreements") with several purchasers (collectively, the "Purchasers") dated as of September 24, 2009, pursuant to which the Company sold an aggregate of $15,570,000 principal amount of 12% Senior Notes due 2012 (the "Notes"). The Agreements also provide for the issuance of common stock purchase warrants (the "Warrants") for the Purchasers to acquire a maximum aggregate amount of 3,052,940 shares of common stock of the Company.

The Notes, a form of which is attached to the Agreement, bear interest at a rate of 12% per year, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on December 31, 2009. The Notes are not guaranteed and represent the Company's unsecured, senior obligations. The Notes are, however, junior to the Company's existing and future secured indebtedness, including indebtedness under its two existing term loan facilities.

The Warrants have a five-year term and are immediately exercisable at an exercise price of $5.10 per share of common stock. The Warrants are not subject to any contractual restrictions on transfer, and the common stock issuable thereby is governed by a registration rights agreement (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company will register the resale of the shares of common stock issuable upon exercise of the Warrants upon the demand by holders of not less than 15% of the total shares of common stock issuable pursuant to the Warrants.

The Notes and the Warrants were issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

A copy of the form of Agreement, with the form of Note, Warrant and Registration Rights Agreement attached as exhibits, is attached hereto as Exhibit 10.1.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above is incorporated by reference in this Item 2.03.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Note Purchase Agreement (including the form of Senior Note, form of Warrant and form of Registration Rights Agreement)


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