exv10w4



 






Exhibit 10.4




PREFERRED SECURITIES CERTIFICATE




THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
SUCH PREFERRED SECURITIES OR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY
PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE PREFERRED SECURITIES MAY BE RELYING
ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER
THE SECURITIES ACT.




THE HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT OF
THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE
TRANSFERRED ONLY (I) TO THE TRUST, OR (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
“QUALIFIED PURCHASED” (AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED), AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.




THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE
LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED
TRANSFER OF PREFERRED SECURITIES, OR ANY INTEREST THEREIN, IN A BLOCK HAVING AN AGGREGATE
LIQUIDATION AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED
TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH
PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH PREFERRED SECURITIES FOR ANY
PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST ON SUCH PREFERRED
SECURITIES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO
INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.




THE HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF ALSO
AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF
ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE
OR HOLD THIS PREFERRED SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER OR HOLDER OF THE PREFERRED
SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
THEREOF THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE






 









 








MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A
TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON
OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE.




THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF
THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “FDIC”).






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	Certificate Number
	 	Aggregate Liquidation Amount






26,250,000




CUSIP NO.










Certificate Evidencing Preferred Securities




of




PMC Preferred Capital Trust-A




Floating Rate Preferred Securities

(liquidation amount $1,000 per Preferred Security)




PMC Preferred Capital Trust-A, a statutory trust created under the laws of the State of Delaware
(the “Trust”), hereby certifies that Sigler & Co., (the “Holder”), is the registered owner of
Twenty Six Thousand Two Hundred Fifty (26,250) Preferred Securities of the Trust representing an
undivided preferred beneficial interest in the assets of the Trust and designated the PMC Preferred
Capital Trust-A Floating Rate Preferred Securities, (liquidation amount $1,000 per Preferred
Security) (the “Preferred Securities”). Subject to the terms of the Trust Agreement (as defined
below), the Preferred Securities are transferable on the books and records of the Trust, in person
or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper
form for transfer as provided in Section 5.7 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms and provisions of,
the Amended and Restated Trust Agreement of the Trust, dated as of March 15, 2005, as the same may
be amended from time to time (the “Trust Agreement”), among PMC Commercial Trust, as Depositor,
JPMorgan Chase Bank, National Association, as Property Trustee, Chase Bank USA, National
Association, as Delaware Trustee, the Administrative Trustees named therein and the Holders, from
time to time, of Trust Securities. The Trust will furnish a copy of the Trust Agreement to the
Holder without charge upon written request to the Property Trustee at its Corporate Trust Office.




Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the
benefits thereunder.




This Preferred Securities Certificate shall be governed by and construed in accordance with the
laws of the State of Delaware.




All capitalized terms used but not defined in this Preferred Securities Certificate are used with
the meanings specified in the Trust Agreement, including the Schedules and Exhibits thereto.




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     In Witness Whereof, one of the Administrative Trustees of the Trust has executed on
behalf of the Trust this certificate this 15th day of March, 2005.



	 	 	 	 	 	 
	 	 	PMC Preferred Capital Trust-A
	 
	 	 	 	 
	

	 	By:
	 	/s/ Jan F. Salit
	

	 	 	 	 
	

	 	 	 	Name: Jan F. Salit
	

	 	 	 	Administrative Trustee






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     This is one of the Preferred Securities referred to in the within-mentioned Trust Agreement.



Dated:




	 	 	 	 	 	 
	 	 	JPMorgan Chase Bank,National
Association,
not in its individual capacity, but
solely as Property Trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ Maria D. Calzado
	

	 	 	 	 
	

	 	Name:
	 	Maria D. Calzado
	

	 	Title:
	 	Vice President






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[REVERSE OF SECURITY]




     The Trust promises to pay Distributions from March 15, 2005, or from the most recent
Distribution Date to which Distributions have been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on March 30, June 30, September 30 and December 30 of each
year, commencing on June 30, 2005, at a variable rate equal to LIBOR plus 3.25% per annum of the
Liquidation Amount of the Preferred Securities represented by this Preferred Securities
Certificate, together with any Additional Interest Amounts, in respect to such period.



     Distributions on the Trust Securities shall be made by the Paying Agent from the Payment
Account and shall be payable on each Distribution Date only to the extent that the Trust has funds
then on hand and available in the Payment Account for the payment of such Distributions.



     In the event (and to the extent) that the Depositor exercises its right under the Indenture to
defer the payment of interest on the Notes, Distributions on the Preferred Securities shall be
deferred.



     Under the Indenture, so long as no Note Event of Default has occurred and is continuing, the
Depositor shall have the right, at any time and from time to time during the term of the Notes, to
defer the payment of interest on the Notes for a period of up to twenty (20) consecutive quarterly
interest payment periods (each such extended interest payment period, an “Extension Period”),
during which Extension Period no interest shall be due and payable (except any Additional Tax Sums
that may be due and payable). No interest on the Notes shall be due and payable during an
Extension Period, except at the end thereof, but each installment of interest that would otherwise
have been due and payable during such Extension Period shall bear Additional Interest (to the
extent payment of such interest would be legally enforceable) at a variable rate equal to LIBOR
plus 3.25% per annum compounded quarterly, from the dates on which amounts would have otherwise
been due and payable until paid or until funds for the payment thereof have been made available for
payment. If Distributions are deferred, the deferred Distributions (including Additional Interest
Amounts) shall be paid on the date that the related Extension Period terminates to Holders (as
defined in the Trust Agreement) of the Trust Securities as they appear on the books and records of
the Trust on the record date immediately preceding such termination date.



     Distributions on the Securities must be paid on the dates payable (after giving effect to any
Extension Period) to the extent that the Trust has funds available for the payment of such
Distributions in the Payment Account of the Trust. The Trust’s funds available for Distribution to
the Holders of the Preferred Securities will be limited to payments received from the Depositor.



     During any such Extension Period, the Depositor shall not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any
of the Depositor’s capital stock or (ii) make any payment of principal of or any interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the Depositor that rank
pari passu in all respects with or junior in interest to the Notes (other than (a) repurchases,
redemptions or other acquisitions of shares of capital stock of the Depositor in connection with
(1) any employment contract, benefit plan or other similar arrangement with or for the benefit of
any one or more employees, officers, directors or consultants, (2) a dividend



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reinvestment or stockholder stock purchase plan or (3) the issuance of capital stock of the
Depositor (or securities convertible into or exercisable for such capital stock) as consideration
in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a
result of an exchange or conversion of any class or series of the Depositor’s capital stock (or any
capital stock of a Subsidiary (as defined in the Indenture) of the Depositor) for any class or
series of the Depositor’s capital stock or of any class or series of the Depositor’s indebtedness
for any class or series of the Depositor’s capital stock, (c) the purchase of fractional interests
in shares of the Depositor’s capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (d) any declaration of a dividend
in connection with any Rights Plan (as defined in the Indenture), the issuance of rights, stock or
other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto or
(e) any dividend in the form of stock, warrants, options or other rights where the dividend stock
or the stock issuable upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to such stock).




     On each Note Redemption Date, on the stated maturity (or any date of principal repayment upon
early maturity) of the Notes and on each other date on (or in respect of) which any principal on
the Notes is repaid, the Trust will be required to redeem a Like Amount of Trust Securities at the
Redemption Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest
Payment Date, at the Depositor’s option, on or after March 30, 2010 in whole or in part from time
to time at the Optional Note Redemption Price of the principal amount thereof or the redeemed
portion thereof, as applicable, together, in the case of any such redemption, with accrued
interest, including any Additional Interest, to but excluding the date fixed for redemption;
provided, that the Depositor shall have received the prior approval of any Applicable Insurance
Regulatory Authority then required. The Notes may also be redeemed by the Depositor, at its
option, at any time, in whole but not in part, upon the occurrence of an Investment Company Event
or a Tax Event at the Special Note Redemption Price; provided, that the Depositor shall have
received the prior approval of any Applicable Insurance Regulatory Authority then required; and
provided, further, that such Investment Company Event or a Tax Event is continuing on the
Redemption Date.



     The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption
Price with the proceeds from the contemporaneous redemption or payment at maturity of Notes.
Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price
shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand
and available in the Payment Account for the payment of such Redemption Price.



     Payments of Distributions (including any Additional Interest Amounts), the Redemption Price,
Liquidation Amount or any other amounts in respect of the Preferred Securities shall be made by
wire transfer at such place and to such account at a banking institution in the United States as
may be designated in writing at least ten (10) Business Days prior to the date for payment by the
Person entitled thereto unless proper written transfer instructions have not been received by the
relevant record date, in which case such payments shall be made by check mailed to the address of
such Person as such address shall appear in the Security Register. If any Preferred Securities are
held by a Depositary, such Distributions shall be made to the Depositary in immediately available
funds.



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     The indebtedness evidenced by the Notes is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all Senior Debt (as
defined in the Indenture), and this Security is issued subject to the provisions of the Indenture
with respect thereto.



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ASSIGNMENT




For Value Received, the undersigned assigns and transfers this Preferred Securities
Certificate to:




(Insert assignee’s social security or tax identification number)




(Insert address and zip code of assignee)




and irrevocably appoints




agent to transfer this Preferred Securities Certificate on the books of the Trust. The agent may
substitute another to act for him or her.




Date:                                         




Signature:                                                             
                                                                                




(Sign exactly as your name appears on the other side of this Preferred Securities Certificate)




The signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.






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