REGISTRATION RIGHTS AND LOCKUP AGREEMENT BY AND AMONG PMC COMMERCIAL TRUST AND URBAN PARTNERS II, LLC DATED AS OF MARCH 11, 2014Registration Rights and Lockup Agreement • March 11th, 2014 • PMC Commercial Trust /Tx • Real estate investment trusts • Delaware
THIS REGISTRATION RIGHTS AND LOCKUP AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2014 by and between PMC Commercial Trust, a Texas real estate investment trust and Urban Partners II, LLC, a Delaware limited liability company (“Urban II”).
PMC COMMERCIAL TRUST - and – - and – each of the Subsidiaries that has executed this Agreement on Schedule A hereto MASTER SERVICES AGREEMENT March 11, 2014Master Services Agreement • March 11th, 2014 • PMC Commercial Trust /Tx • Real estate investment trusts • New York
NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
FIRST WESTERN REVOLVING NOTEPMC Commercial Trust /Tx • March 11th, 2014 • Real estate investment trusts
This Note is a “Revolving Note” executed by First Western and is referred to in, governed by, and subject to, and is entitled to the benefits of, the terms and provisions of the Credit Agreement as therein stated and referenced and is executed in substitution and replacement (but not extinguishment) of that certain Second Amended and Restated Revolving Note dated as of January 1, 2012, executed by First Western and payable to the order of Lender in the original principal amount of $20,000,000. Reference is hereby made to the Credit Agreement for a statement of the agreements, rights, remedies, benefits and obligations of Payee and the covenants, agreements, rights, duties and obligations of First Western in relation hereto, including provisions for acceleration of the maturity hereof, interest rate and amount limitations and voluntary and mandatory prepayments hereon; but this reference to the Credit Agreement, or any provision thereof, shall not affect or impair the irrevocable, absol
PMC REVOLVING NOTEPMC Commercial Trust /Tx • March 11th, 2014 • Real estate investment trusts
All capitalized terms used herein and not otherwise defined herein shall have the same meaning and effect as used and defined in that certain Amended and Restated Credit Agreement dated as of December 28, 2010 (as amended and otherwise modified, and in effect, the “Credit Agreement”), by and among Borrowers, certain Lenders, and JPMorgan Chase Bank, National Association, as Administrative Agent for those Lenders. Reference is hereby made to the Credit Agreement for all intents and purposes.
TERM NOTETerm Note • March 11th, 2014 • PMC Commercial Trust /Tx • Real estate investment trusts
All capitalized terms used herein and not otherwise defined herein shall have the same meaning and effect as used and defined in that certain Amended and Restated Credit Agreement dated as of December 28, 2010 (as amended and otherwise modified, and in effect, the “Credit Agreement”), by and among Borrowers, certain Lenders, and JPMorgan Chase Bank, National Association, as Administrative Agent for those Lenders. Reference is hereby made to the Credit Agreement for all intents and purposes.
AMENDED AND RESTATED GUARANTYGuaranty • March 11th, 2014 • PMC Commercial Trust /Tx • Real estate investment trusts • Texas
THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”) is executed as of March 10, 2014, by PMC COMMERCIAL TRUST, a real estate investment trust organized under the laws of the State of Texas (“PMC”), WESTERN FINANCIAL CAPITAL CORPORATION, a Florida corporation (“Western Financial”) and PMC INVESTMENT CORPORATION, a Florida corporation (“PMC Investment”) (PMC, Western Financial and PMC Investment, herein collectively referred to as the “Guarantors” and individually, a “Guarantor”), each of whose address for notice purposes is listed after its signature hereto, for the benefit of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for itself and the benefit of each Lender (as defined herein). Unless otherwise defined herein, all capitalized terms have the meanings given to such terms in the Credit Agreement (herein defined).
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 11th, 2014 • PMC Commercial Trust /Tx • Real estate investment trusts • Texas
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of March 10, 2014 by and among PMC COMMERCIAL TRUST, a real estate investment trust organized under the laws of the State of Texas (“PMC”) and FIRST WESTERN SBLC, INC., a Florida corporation (“First Western”) (PMC and First Western herein collectively referred to as “Existing Borrowers”), and WESTERN FINANCIAL CAPITAL CORPORATION, a Florida corporation (“Western Financial”) and PMC INVESTMENT CORPORATION, a Florida corporation (“PMC Investment”), (Western Financial and PMC Investment herein collectively referred to as “New Borrowers” and PMC, First Western, Western Financial and PMC Investment, herein collectively referred to as the “Borrowers” and individually, a “Borrower”), EACH OF THE FINANCIAL INSTITUTIONS WHICH IS A SIGNATORY HERETO OR WHICH MAY FROM TIME TO TIME BECOME A PARTY HERETO (individually, a “Lender” and collectively, the “Lenders”) and JPMORGAN CHASE BANK, National Asso
