Attached files
file | filename |
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8-K - FORM 8-K - CIM Commercial Trust Corp | c18634e8vk.htm |
EX-10.1 - EXHIBIT 10.1 - CIM Commercial Trust Corp | c18634exv10w1.htm |
EX-10.3 - EXHIBIT 10.3 - CIM Commercial Trust Corp | c18634exv10w3.htm |
Exhibit 10.2
SECOND AMENDED AND RESTATED REVOLVING NOTE
$40,000,000 | June 8, 2011 |
FOR VALUE RECEIVED, the undersigned, PMC COMMERCIAL TRUST, a real estate investment trust
organized under the laws of the State of Texas (PMC), irrevocably and unconditionally
promises to pay to the order of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking
association with its office in Dallas, Texas (Lender, and together with each subsequent
holder hereof, Payee), at the principal banking office of Administrative Agent
(hereinafter referenced) at 2200 Ross Avenue, Dallas, Texas 75201, (i) the principal amount of
FORTY MILLION AND NO/100 DOLLARS ($40,000,000) (or such lesser amount as shall equal the aggregate
unpaid principal amount of all Borrowings made by Lender to PMC pursuant to the Credit Agreement
hereinafter referenced), on the dates and in the principal amounts provided for in the Credit
Agreement, and (ii) interest on the unpaid principal amount of each such Borrowing from time to
time remaining outstanding and unpaid from the date of each such Borrowing until it shall be paid
in full, at the rates per annum and on the dates provided for in the Credit Agreement.
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 PMC, First Western, 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.
This Note is a Revolving Note executed by PMC 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. 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 PMC 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, absolute and unconditional obligation of PMC to pay principal of, and
interest on, this Note when due. Unless the maturity of this Note shall have sooner occurred, the
outstanding principal balance of this Note and all accrued and unpaid interest thereon shall be
finally and fully payable on the Termination Date.
The date, amount, Type, and interest rate of each Borrowing made by Lender to PMC, and each
payment made on account of the principal thereof, and accrued interest thereon, shall be recorded
by Payee on its books and records, and prior to any transfer of this Note, endorsed by Payee on a
schedule attached hereto or any continuation thereof; and all recordations and endorsements made by
Payee shall, absent manifest error, be conclusive of all such matters and binding on all Persons.
Payees failure to make or error in making any such recordations or
endorsements shall not diminish, reduce or relieve PMCs obligation to pay (i) all Borrowings
made by Lender and then outstanding and (ii) all accrued and earned interest on the amounts thereof
from time to time outstanding and unpaid, pursuant to this Note.
Upon the occurrence of an Event of Default, this Note may be declared to be, or shall become,
forthwith due, and immediately payable in the manner, upon the conditions (if any) and with the
effect, provided for and referred to in the Credit Agreement.
If this Note is placed in the hands of an attorney for collection (whether or not any
proceeding is filed in connection therewith), or collected through suit, the Bankruptcy Court or
any other judicial proceeding, PMC irrevocably and unconditionally agrees to pay all costs,
expenses and fees incurred by Payee, including reasonable attorneys fees and expenses, and any
assessed court and related costs, in addition to all other amounts owing hereunder.
PMC and all sureties, endorsers, guarantors and other Persons ever liable for the payment of
any sums payable on this Note, jointly and severally, waive notice, demand, notice of presentment,
presentment, presentment for payment, demand for payment, non-payment, notice of dishonor,
dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity, notice of
intent to demand, protest, notice of protest, grace and all formalities and other notices of any
and every kind, and filing of suit or diligence in collecting this Note or enforcing (in whole or
part) any security or guaranty now or hereafter for the payment of this Note, and consent and agree
to any partial or full substitution, exchange or release of any such security or guaranty or the
partial or full release of any Person primarily or secondarily liable hereon, and consent and agree
that it will not be necessary for any holder hereof, in order to enforce payment by it of this Note
to first institute suit or exhaust its remedies against PMC or any other Persons liable herefor, or
to enforce it rights against any such security herefor or guarantor or any other Person with
respect hereto, and consent to any or all extensions, increases or renewals or postponements,
modifications or rearrangements of time or payment of this Note or any other indulgence with
respect hereto, without notice thereof to, or consent thereto from, any of them.
Each of PMC and Payee hereby agrees that Chapter 346 of the Texas Finance Code, as amended,
shall not apply to this Note or the loan transaction evidenced by, and referred to in, the Credit
Agreement in any manner, including without limitation, to any account or arrangement evidenced or
created by, or provided for in, this Note or the Credit Agreement.
This Note (including its validity, enforceability and interpretation) shall be governed by,
and construed in accordance with, the laws of the State of Texas (without regard to conflict of law
principles) and, to the extent controlling, federal laws of the United States of America. This
Note has been executed, delivered and accepted and is payable at, Dallas, Dallas County, Texas.
THIS NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS
TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
The indebtedness evidenced by this Note is given in amendment, restatement, extension and
modification (but not in extinguishment or novation) of the indebtedness evidenced by that certain
Revolving Note dated February 29, 2004 in the original principal amount of $40,000,000 executed by
PMC and payable to the order of Payee, and that certain Amended and Restated Revolving Note dated
December 18, 2010 in the original principal amount of $30,000,000 executed by PMC and payable to
the order of Payee.
[Remainder of Page Intentionally Left Blank]
PMC COMMERCIAL TRUST |
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By: | /s/ Barry Berlin | |||
Name: | Barry N. Berlin | |||
Title: | Executive Vice President & Chief Financial Officer |
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