Exhibit
10.2


 


FIRST
AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


This
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 27, 2022, is made between
NEXT BANK INTERNATIONAL, INC., a corporation organized under the laws of Puerto Rico (“Borrower”), and SAVI CAPITAL
PARTNERS, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).


 


RECITALS


 


WHEREAS,
Borrower and Lender are parties to that certain Loan and Security Agreement, dated as of May 31, 2022 (as amended by this Amendment,
the “Loan Agreement”); and


 


WHEREAS,
Borrower and Lender have agreed to amend certain terms and conditions of the Loan Agreement on the terms and conditions set forth herein;
and


 


NOW
THEREFORE, the parties hereto hereby agree as follows:


 


SECTION
1. Defined Terms. Unless otherwise specifically defined herein, each term used
herein that is defined in the Loan Agreement has the meaning assigned to such term in the Loan Agreement. Each reference in the Loan
Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and
“hereby” and each other similar reference, and each reference in any other Loan Document to “the Loan
Agreement”, “thereof”, “thereunder”, “therein” or “thereby” or any other
similar reference to the Loan Agreement shall, from the date hereof, refer to the Loan Agreement as amended hereby.


 


SECTION
2. Amendments to Loan Agreement. The following amendments are made to the Loan Agreement:


 


(a) The
definition of “Commitment Amount” is amended and restated in its entirety as follows:


 


COMMITMENT
AMOUNT. The term “Commitment Amount” means $200,000,000.


 


(b) The
definition of “Maximum Loan Amount” is amended and restated in its entirety as follows:


 


MAXIMUM
LOAN AMOUNT. The term “Maximum Loan Amount” means:


 


(a)
from November 15, 2022, through December 14, 2022, $30,000,000;


 


(b)
from December 15, 2022, through January 14, 2023, $70,000,000;


 


(c)
from January 15, 2023, through February 14, 2023, $100,000,000;


 




     


     


    

 


(d)
from February 15, 2023, through March 14, 2023, $150,000,000; and


 


(e)
from March 15, 2023, through the Maturity Date, the Commitment Amount.


 


(c) The
definition of “Revolving Credit Note” is amended and restated in its entirety as follows:


 


Revolving
Credit NOTE. The term “Revolving Credit Note”
means that certain Amended and Restated Revolving Credit Note dated as of September 27, 2022, executed by Borrower and payable to the
order of Lender in an amount equal to the Commitment, and all amendments, amendments and restatements, replacements, renewals, extensions,
and/or modifications thereof.


 


(d) The
definition of “Stated Interest Rate” is amended and restated in its entirety as follows:


 


STATED
INTEREST RATE. The term “Stated Interest Rate” means a rate per annum equal to (a) with respect to each Tranche A Loan, a
fixed rate of 5.5%, (b) with respect to each Tranche B Loan, a fixed rate of 7.5%, and (c) with respect to each Tranche C Loan, a fixed
rate of 9.5%.


 


(e) Section
2.1(a) of the Loan Agreement is amended and restated in its entirety as follows:


 


(a) Subject
to the terms, covenants and conditions hereinafter set forth, Lender agrees, upon Lender’s receipt of Borrower’s written
request substantially in the form of Exhibit A (each such written notice, a “Notice of Advance”) from time
to time on or after November 15, 2022, and prior to Maturity Date, to make advances (the “Loans), in an aggregate amount
not to exceed at any time an outstanding balance greater than the lesser of the (i) Borrowing Base and (ii) the Maximum Loan Amount.
The Loans shall be evidenced by Revolving Credit Note. Lender’s obligations to make advances hereunder shall immediately terminate
on the Maturity Date (unless sooner terminated subject to Section 7.2). Each Notice of Advance hereunder shall be made by Borrower
no later than 10:00 a.m. (Miami Time) at least ten (10) Business Days prior to the proposed date of each advance and shall be for an
amount not less than $150,000 and in integral multiples of $100,000 above such amount. No more than one (1) Notice of Advance may be
delivered by Borrower during any given calendar week. All advances made hereunder shall be sent by Lender via wire transfer into the
Funding Account, and Borrower agrees that the aggregate amount of any funded reserves in connection with any Funded Reserve Loan not
yet funded to the Account Debtor in conjunction with the administering of holdback advances shall remain in the Funding Account until
disbursed to the applicable Account Debtor. Each Notice of Advance shall, with respect to each Mortgage Loan proposed to be included
in the Borrowing Base, be accompanied by Appraisal(s) of the related Mortgaged Properties delivered to Lender supporting eligibility
as an Eligible Loan.


 




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(b) Section
3.7(c) of the Loan Agreement is amended and restated in its entirety as follows:


 


(c)
Not later than September 30, 2022, Borrower shall deposit, or cause to be deposited, $32,500,000 into the Cash Collateral Account. Lender
shall release the funds in the Cash Collateral Account on the date that is the earlier of: (i) the date on which Lender has received
payment in full of all Obligations of Borrower pursuant to the transactions contemplated by this Agreement and any commitments to lend
to Borrower have been terminated; and (ii) October 31, 2023, provided that no Default or Event of Default has occurred and
is continuing.


 


SECTION
3. Conditions to Effectiveness. This Amendment shall be effective upon the date on which of each of the following conditions
has been satisfied (such date, the “First Amendment Effective Date”):


 


(a) Lender
shall have received this Amendment, duly executed by Borrower;


 


(b) Lender
shall have received the Amended and Restated Revolving Credit Note, in the form attached hereto as Exhibit A, duly executed by
Borrower;


 


(c) Lender
shall have received an Affidavit of Out of State Execution and Delivery;


 


(d) Borrower
shall have deposited not less than $32,500,000 into the Cash Collateral Account subject to the restrictions set forth in Section 3.7(c)
of the Loan Agreement; and


 


(e) Borrower
shall have paid all fees, costs, client charges, and expenses of counsel for Lender in connection with the preparation of this Amendment,
including Attorney Costs of Lender’s counsel.


 


SECTION
4. Representations and Warranties. Borrower represents and warrants as follows:


 


(a) The
representations and warranties of Borrower contained in Article V of the Loan Agreement, or any other Loan Document are true and correct
in all material respects (except that any such representations and warranties that are subject to materiality or Material Adverse Effect
qualifiers shall be true and correct in all respects) on and as of the First Amendment Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects
(except that any such representations and warranties that are subject to materiality or Material Adverse Effect qualifiers shall be true
and correct in all respects) as of such earlier date.


 




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(b) This
Amendment has been duly authorized and executed by Borrower, and each of the Loan Documents, as amended and supplemented by this Amendment,
constitutes a legal, valid, and binding agreement or instrument of Borrower, enforceable against Borrower in accordance with its respective
terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors’ rights generally or by equitable principles relating to enforceability regardless of whether considered
in a proceeding in equity or at law.


 


SECTION
5. Limitation on Scope; Amendment. Except as expressly amended hereby, all of the representations, warranties, terms,
covenants, and conditions of the Loan Agreement are and shall remain in full force and effect. The amendments set forth herein shall
be limited precisely as provided for herein and shall not be deemed to be amendments of, consents to or modifications of any term or
provision of the Loan Documents or any other document or instrument referred to therein or of any transaction or further or future
action on the part of Borrower requiring the consent of Lender except to the extent specifically provided for herein. Lender has not
and shall not be deemed to have waived any of its rights and remedies against Borrower for any existing or future Defaults or Events
of Default.


 


SECTION
6. Loan Document. This Agreement is a “Loan Document” as defined and described in the Loan Agreement and all of
the terms and provisions of the Loan Agreement relating to Loan Documents shall apply hereto.


 


SECTION
7. Ratification and Further Assurances.


 


(a) Borrower
hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents
to which it is a party (after giving effect hereto), in each case, as amended by this Amendment and as otherwise previously waived or
modified in writing by the Agent, and (ii) to the extent Borrower granted Liens on or security interests in any of its property pursuant
to any such Loan Document as security for, or otherwise guaranteed, the Borrower’s Obligations under or with respect to the Loan
Documents, ratifies and reaffirms such grant of security interests and liens and such guarantee and confirms and agrees that such security
interests and liens hereafter secure all of the Obligations, in each case, as amended hereby.  Borrower hereby consents to this
Amendment and acknowledges that each of the Loan Documents remains in full force and effect (as amended by this Amendment and as otherwise
previously waived or modified in writing by Lender) and, as so amended, is hereby ratified and reaffirmed. 


 


(b) Borrower
agrees that, upon the written request of Lender, Borrower will execute and deliver such further documents as Lender may reasonably request
in order to effect the provisions of this Amendment.


 


SECTION
8. Incorporation by Reference. The governing law, jurisdiction, general waivers, and waiver of jury trial provisions in
Sections 9.15 (Governing Law), 9.16 (Submission to Jurisdiction; Waivers), 9.17 (Waivers), and 9.18 (Waiver
of Right to Trial by Jury) of the Loan Agreement are hereby incorporated by reference into this Amendment and shall apply, mutatis
mutandis, to this Amendment.


 




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SECTION
9. Loan Agreement Governs. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of Lender under the Loan Agreement or any other Loan
Document, and shall not alter, modify, amend, novate, or in any way affect any of the terms, conditions, obligations, covenants, or
agreements contained in the Loan Agreement or any other Loan Document. This Amendment shall be deemed incorporated in, and made a
part of, the Loan Agreement and the Loan Agreement, as amended by this Amendment, shall be read, taken, and construed as one and the
same instrument. Nothing herein shall be deemed to entitle Borrower to a future consent to, or a waiver, amendment, modification or
other change of, any of the terms, conditions, obligations, covenants, or agreements contained in the Loan Agreement or any other
Loan Document in similar or different circumstances.


 


SECTION
10. Counterparts; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page to this Amendment by email as a “.pdf” or
“.tif” or similar attachment shall be effective as delivery of a manually executed counterpart of this
Amendment.


 


SECTION
11. Severability. If any term or provision of this Amendment is adjudicated to be invalid under applicable laws or
regulations, such provision shall be inapplicable to the extent of such invalidity without affecting the validity or enforceability
of the remainder of this Amendment which shall be given effect so far as possible.  


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties have executed this Amendment on the day and year first set forth above.


 


	 	BORROWER:
	 	 
	 	NEXT
    BANK INTERNATIONAL, INC.
	 	 	 
	 	By:	 
	 	Name:  	Jorge
    E. Miro Hernandez
	 	Title:	President
	 	 	 
	 	LENDER:
	 	 
	 	SAVI
    CAPITAL PARTNERS LLC
	 	 	 
	 	By:	 
	 	Name:	Bruce
    M. Arinaga
	 	Title:	Chief
    Investment Officer


 


[Signature
Page to First Amendment to Loan and Security Agreement]


 




     


     


    

 


Exhibit
A


 


[Form
of] AMENDED AND RESTATED REVOLVING CREDIT NOTE


 


{see
attached}