Document

Exhibit 10.1

FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT


THIS FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated July 27, 2021 (this “Amendment”), is entered into by and among BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”), CMFT RE LENDING RF SUB BB, LLC, a limited liability company organized under the laws of the State of Delaware (“Seller”) and acknowledged by CIM REAL ESTATE FINANCE TRUST, INC., a Maryland corporation, as Guarantor (“Guarantor”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below and as amended hereby).


RECITALS


WHEREAS, Purchaser and Seller are parties to that certain Master Repurchase Agreement, dated as of September 21, 2020 (the “Existing Repurchase Agreement” and, as amended by this Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Repurchase Agreement”); and
WHEREAS, the parties hereto desire to make certain amendments and modifications to the Existing Repurchase Agreement.


NOW THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:


ARTICLE 1


AMENDMENTS TO REPURCHASE AGREEMENT


(a)Article 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of “Availability Period” in its entirety and replacing it with the following:


“Availability Period” shall mean the period (i) beginning on the Closing Date and (ii) ending September 20, 2024, or such later date as may be in effect pursuant to Article 3(f).


ARTICLE 2


REPRESENTATIONS


Each of Seller and Purchaser represents and warrants (as to itself) to the other party hereto, as of the date of this Amendment, as follows:


(a)all representations and warranties made by it in the Transaction Documents to which it is a party are true and correct;


(b)it is duly authorized to execute and deliver this Amendment and has taken all necessary action to authorize such execution, delivery and performance;
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(c)the person signing this Amendment on its behalf is duly authorized to do so on its behalf;


(d)the execution, delivery and performance of this Amendment will not violate any Requirement of Law applicable to it or its organizational documents or any agreement by which it is bound or by which any of its assets are affected; and


(e)this Amendment has been duly executed and delivered by it.


ARTICLE 3


EXPENSES


On or prior to the date hereof, Seller shall pay to Purchaser the July 2021 Extension Fee and no other extension fee (including any applicable Availability Period Extension Fee) shall be owed by Seller to Purchaser in connection with the extension of the Availability Period hereunder. For purposes of this Amendment, the “July 2021 Extension Fee” shall mean a non-refundable fee that shall be deemed due, earned and payable on the date hereof in an amount equal to $500,000.00.


In addition, Seller shall pay on demand all of Purchaser’s costs and expenses, including fees and expenses of attorneys, incurred in connection with the preparation, negotiation, execution and consummation of this Amendment.


ARTICLE 4


GOVERNING LAW


THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
ARTICLE 5


MISCELLANEOUS


(a)Except as expressly amended or modified hereby, the Transaction Documents shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed. All references to the Transaction Documents shall be deemed to mean the Transaction Documents as modified by this Amendment.


(b)This Amendment may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this 
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Amendment in electronic format shall be as effective as delivery of a manually executed original counterpart of this Amendment.


(c)The headings in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of this Amendment.


(d)This Amendment may not be amended or otherwise modified, waived or supplemented except as provided in the Repurchase Agreement.


(e)This Amendment contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.


(f)This Amendment and the Repurchase Agreement, as amended hereby, are a single Transaction Document.


[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed, as of the date first above written.


PURCHASER:
BARCLAYS BANK PLC


By:     /s/ Francis X. Gilhool                                      
Name: Francis X. Gilhool
Title: Authorized Signatory




[SIGNATURE CONTINUES ON FOLLOWING PAGES]








































































Barclays-CIM - First Amendment to MRA












SELLER:




CMFT RE LENDING RF SUB BB, LLC, as Seller




By: /s/ Nathan DeBacker                                             
Name: Nathan DeBacker 
Title: Vice President, Chief Financial Officer and Treasurer




ACKNOWLEDGED AND AGREED :




GUARANTOR:


CIM REAL ESTATE FINANCE TRUST, INC., as Guarantor


By: /s/ Nathan DeBacker                                             
Name: Nathan DeBacker 
Title: Chief Financial Officer and Treasurer


Barclays-CIM - First Amendment to MRA