Exhibit 10.1




Exhibit 10.1


TENTH AMENDMENT TO CREDIT
AGREEMENT


THIS TENTH
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered
into as of September 20, 2010, by and among PMC COMMERCIAL TRUST, a real
estate investment trust organized under the laws of the State of Texas (the "Borrower”), FIRST WESTERN SBLC, INC., a Florida corporation (the “First Western”), EACH OF THE FINANCIAL INSTITUTIONS WHICH IS A SIGNATORY HERETO OR WHICH MAY FROM TIME TO TIME BECOME A PARTY HERETO (individually, a “Lender” and collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), a national banking association, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).


RECITALS:


WHEREAS, Borrower,
Lenders and Administrative Agent are party to that Credit Agreement, dated as
of February 29, 2004 (as the same has been or may be renewed, extended,
amended and restated from time to time, the “Credit
Agreement”); and


WHEREAS, First
Western executed that certain Negative Pledge Agreement dated as of
December 29, 2009 in favor of Administrative Agent; and


WHEREAS, Borrower
has requested that Administrative Agent and Lenders agree to an amendment
extending the maturity date and making other changes. Subject to the conditions
set forth in this Amendment, Administrative Agent and Lenders have agreed to
amend the Credit Agreement as set forth herein.


NOW, THEREFORE, the
parties to this Amendment, for good, fair and valuable consideration, the
receipt and reasonable equivalency of which are hereby acknowledged, do hereby
agree as follows:


ARTICLE I

DEFINITIONS


Section 1.1
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.


ARTICLE II

AMENDMENTS


Section 2.1
Amendments to Definitions in Section 1.1. The following definitions
in Section 1.1 of the Credit Agreement are amended and restated in their
entirety as follows:


"Commitment” means an amount (subject to reduction or cancellation as herein provided) equal to $30,000,000.


"Stated Termination Date” means December 31, 2011.


 


1









 





Section 2.2
Amendment to Section 3.2(d). Section 3.2(d) of the Credit
Agreement is amended and restated in its entirety as follows:


(d) [Intentionally Omitted.]


ARTICLE III

CONDITIONS PRECEDENT


Section 3.1
Conditions Precedent. Notwithstanding any contrary provisions herein,
this Amendment is not effective unless and until:


(a) the representations and warranties in this Amendment
and in the Credit Agreement are true and correct;


(b) the Administrative Agent shall have received
counterparts of this Amendment executed by each party named below;


(c) the Administrative Agent shall have received
(i) resolutions of the Board of Trust Managers of the Borrower and
resolutions of the Board of Directors of First Western certified, in each case,
by their respective Secretary or Assistant Secretary which authorize the
execution, performance and delivery of the Credit Documents to which it is or
is to be a party; (ii) a certificate of incumbency certified by the
Secretary or Assistant Secretary of Borrower and First Western certifying the
names of each of its officers authorized to sign the Credit Documents to which
it is or is to be a party (including the certificates contemplated herein)
together with specimen signatures; and (iii) certificates of the
appropriate government officials of the State of Organization of the Borrower
and First Western as to their respective existence and good standing;


(d) the Administrative Agent shall have received
reimbursement for all costs and expenses incurred by it in connection with this
Amendment and the other transactions to the extent invoiced; and


(e) the Administrative Agent shall have received such
other documents, instruments and certificates as reasonably requested by it in
connection with this Amendment.


ARTICLE IV

NO WAIVER


Section 4.1
No Waiver. Nothing herein shall be construed as a consent to or waiver
of any Potential Default or Event of Default which may now exist or hereafter
occur or any violation of any term, covenant or provision of the Credit
Agreement or any other Credit Document. All rights and remedies of the
Administrative Agent and the Lenders are hereby expressly reserved with respect
to any such Potential Default or Event of Default. Nothing herein shall
diminish the right of the Administrative Agent or any Lender to require strict
performance by Borrower and First Western of each provision of any Credit
Document to which such Person is a party, except as expressly provided herein.
All terms and provisions and all rights and remedies of the
Administrative Agent and the Lenders under the Credit Documents shall continue
in full force and effect and are hereby confirmed and ratified in all respects.



 


2









 





ARTICLE V

MISCELLANEOUS


Section 5.1
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, First Western,
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.


Section 5.2
Representations and Warranties. Each of Borrower and First Western
hereby represents and warrants to Administrative Agent and Lenders that
(a) this Amendment and any Credit Documents to be delivered under or in
connection with this Amendment have been duly executed and delivered by
Borrower and First Western, (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 or First
Western of this Amendment and any Credit Document to be delivered under or in
connection with this Amendment, (c) this Amendment and any Credit
Documents to be delivered under or in connection with this Amendment are valid
and binding upon Borrower and First Western and are enforceable against
Borrower and First Western in accordance with their respective terms,
(d) the execution, delivery, and performance by Borrower and First Western
of this Amendment and any Credit Documents to be delivered under or in
connection with this Amendment do not require the consent of any other Person
and do not and will not constitute a violation of any applicable laws,
agreements or understandings to which such Person is a party or by which such
Person 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
(except for any representations and warranties that speak to a specific date
prior to the date of this Amendment), and (f) as of the date of this
Amendment, no Potential Defaults or Events of Default exist.


Section 5.3
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” as referred to in the Credit
Agreement and the provisions relating to Credit Documents in the Credit
Agreement are incorporated herein by reference, the same as if set forth
verbatim in this Amendment.


Section 5.4
Counterparts. This Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document.


Section 5.5
Parties Bound. This Amendment binds and inures to the benefit of each
Borrower, First Western, Agent and each Lender and their respective successors
and assigns.


 


3









 





Section 5.6
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 AGREEMENT BETWEEN THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


[Remainder of Page Intentionally Left
Blank.]


 


 


4









 





IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date set forth above.


BORROWER:


PMC COMMERCIAL
TRUST


By: /s/
Barry N.
Berlin                

Barry
N. Berlin

Executive Vice President and

Chief Financial Officer




FIRST WESTERN
SBLC, INC.


By: /s/
Barry N.
Berlin                

Barry
N. Berlin

Executive Vice President and

Chief Financial Officer




ADMINISTRATIVE AGENT AND
LENDERS:


JPMORGAN CHASE BANK, N.A.,


individually, as a Lender and Administrative Agent


By: /s/ Denise
Parks                            

Denise
Parks

Senior Vice President




 


5