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EXHIBIT 10.1




SIXTH AMENDMENT TO CREDIT AGREEMENT




     THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of
November 7, 2007, among PMC COMMERCIAL TRUST, a real estate investment trust organized under the
laws of the State of Texas (“Borrower”), certain Lenders, and JPMORGAN CHASE BANK, N.A.
(successor by merger to Bank One, N.A. (Main Office Chicago)) (“Administrative Agent”).



PRELIMINARY STATEMENT:




     Borrower, Administrative Agent and Lenders are party to that certain Credit Agreement (as
renewed, extended, amended and restated, the “Credit Agreement”) dated as of February 29,
2004, pursuant to which the Lenders have made and may hereafter make loans to Borrower. The
parties hereto have agreed to amend the Credit Agreement as described herein.



     Accordingly, for adequate and sufficient consideration, the receipt of which is hereby
acknowledged, Borrower, Administrative Agent and Lenders agree as follows:



     1. Defined Terms; References. Unless otherwise stated in this Amendment (a) terms
defined in the Credit Agreement have the same meanings when used in this Amendment and (b)
references to “Sections,” “Schedules” and “Exhibits” are to sections, schedules and exhibits to the
Credit Agreement.



     2. Amendments.




	 	(a)  	The defined term “Stated Termination Date” in Section 1.1 of
the Credit Agreement is amended in its entirety as follows:
	 	   	 
	 	   	“Stated Termination Date” means December 31, 2009.




     3. Conditions Precedent. Notwithstanding any contrary provisions, the foregoing
paragraphs in this Amendment are not effective unless and until (a) the representations and
warranties in this Amendment are true and correct and (b) Administrative Agent receives
counterparts of this Amendment executed by each party named below.



     4. Ratifications. This Amendment modifies and supersedes all inconsistent terms and
provisions of the Credit Documents, and except as expressly modified and superseded by this
Amendment, the Credit Documents are ratified and confirmed and continue in full force and effect.
Borrower, Administrative Agent and Lenders agree that the Credit Documents, as amended by this
Amendment, continue to be legal, valid, binding and enforceable in accordance with their respective
terms.



     5. Representations and Warranties. Borrower hereby represents and warrants to
Administrative Agent and Lenders that (a) this Amendment and any Credit Documents to be delivered
under this Amendment have been duly executed and delivered by Borrower, (b) no action of, or filing
with, any Governmental Authority is required to authorize, or is otherwise required in connection
with, the execution, delivery, and performance by Borrower of this Amendment and any Credit
Document to be delivered under this Amendment, (c) this



 









 







Amendment and any Credit Documents to be delivered under this Amendment are valid and binding
upon Borrower and are enforceable against Borrower in accordance with their respective terms,
except as limited by any applicable Debtor Relief Laws, (d) the execution, delivery and performance
by Borrower of this Amendment and any Credit Documents to be delivered under this Amendment do not
require the consent of any other Person and do not and will not constitute a violation of any
Governmental Requirements, agreements or understandings to which Borrower is a party or by which
Borrower is bound, (e) the representations and warranties contained in the Credit Agreement, as
amended by this Amendment, and any other Credit Document are true and correct in all material
respects as of the date of this Amendment, and (f) as of the date of this Amendment, no Event of
Default or Potential Default exists or is imminent.



     6. References. All references in the Credit Documents to the “Credit Agreement” refer
to the Credit Agreement as amended by this Amendment. This Amendment is a “Credit Document”
referred to in the Credit Agreement and the provisions relating to Credit Documents in the Credit
Agreement are incorporated by reference, the same as if set forth verbatim in this Amendment.



     7. Counterparts. This Amendment may be executed in any number of counterparts with
the same effect as if all signatories had signed the same document.



     8. Parties Bound. This Amendment binds and inures to the benefit of Borrower,
Administrative Agent and each Lender, and, subject to Section 14 of the Credit Agreement, their
respective successors and assigns.



     9. Entirety. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT, AND
THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES FOR THE TRANSACTIONS
THEREIN, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



[Remainder of page intentionally blank. Signature Page follows.]




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     EXECUTED as of the date first stated above.



	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, NA,
as Administrative Agent, Bank One and a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bradley C. Peters
	 

	 	 	 	 
	 

	 	 	 	Bradley C. Peters, Senior Vice President
	 
	 	 	 	 
	 	 	PMC COMMERCIAL TRUST,
as Borrower
	 
	 	 	 	 
	 

	 	By:	/s/ Jan F. Salit
	 

	 	 	 
	 

	 	Name:
	 	Jan F. Salit

	 

	 	 	 
	 

	 	Title:
	 	Executive Vice President
	 

	 	 	 	 






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