Exhibit 10.14
EXECUTION VERSION
THIRD AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT AND CONSENT TO RESTRUCTURING
THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT AND CONSENT TO RESTRUCTURING, dated as of June
24, 2026 (this “Amendment”), is entered into by and among DEUTSCHE BANK AG, NEW YORK BRANCH (“Buyer”), CMFT RE LENDING RF SUB DB, LLC, a Delaware limited liability company organized in series (“Seller”), and acknowledged by CIM REAL ESTATE FINANCE TRUST, INC., a Maryland corporation (“Initial Guarantor”), and CIM COMMERCIAL LENDING REIT, a Maryland statutory trust (“Replacement Guarantor” and, together with Initial Guarantor, collectively, “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, Buyer and Seller are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of December 23, 2021 (as the same has been amended prior to the date hereof, 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”);
WHEREAS, the parties hereto desire to make certain amendments and modifications to the Existing Repurchase Agreement; and
WHEREAS, Buyer desires to provide its prior written consent to a Restructuring (as defined below and as further described herein);
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)The defined term “Manager” in Section 2(a) of the Repurchase Agreement is hereby deleted in its entirety.
(b)The following defined terms as set forth in Section 2(a) of the Repurchase Agreement are hereby amended and restated in their entirety to read as follows:
““Change of Control” shall mean any of the following events shall have occurred without the prior written approval of Buyer: (i) (A) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the 1934 Act, as amended) (other than CIM Group Holdings, LLC, a Delaware limited liability company (“CIM Group”), and/or one or more Affiliates thereof, individually or collectively) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the beneficial owner, directly or indirectly, of greater than fifty percent (50%) of the
total voting power of all classes of ownership interests of Initial Guarantor entitled to vote generally in the election of the directors (or the applicable equivalent) of Initial Guarantor (other than to the extent such interests are obtained through a public market offering or secondary market trading) or, (B) at any time, through one or more transactions, Initial Guarantor, CIM Group and/or one or more Affiliates thereof, individually or collectively, shall no longer be either (a) the beneficial owner, directly or indirectly, of shares of beneficial interest having more than fifty percent (50%) of the total voting power of Replacement Guarantor entitled to vote generally in the election of the trustees of Replacement Guarantor (other than to the extent such interests are obtained through a public market offering or secondary market trading) or (b) the general partner or manager of Replacement Guarantor; (ii) Replacement Guarantor shall cease to, directly or indirectly, own of record and beneficially, one hundred percent (100%) of the ownership interests in Member and Control Member; or (iii) Member shall cease to own, of record and beneficially, one hundred percent (100%) of the ownership interests in Seller and Control Seller.”
““Knowledge” shall mean, whenever in this Agreement or any of the Transaction Documents, or in any document or certificate executed on behalf of Seller or Guarantor pursuant to the Transaction Documents, reference is made to the knowledge of Seller or Guarantor (whether by use of the words “Knowledge”, “Know” or “Known”), unless otherwise expressly specified, same shall mean (a) the actual knowledge of the Chief Executive Officer, Chief Financial Officer or Head of Portfolio Oversight of Seller or Guarantor or (b) with respect to any representations, warranties, certifications or statements with respect to any Purchased Loan, the actual knowledge of those individual employees of Guarantor or Seller having the title of “Vice President” (or its equivalent) or above who have significant responsibility for the origination or acquisition, as applicable, underwriting, servicing or sale of such Purchased Loan.
(c)Section 9(a)(xxviii) of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows:
“(xxviii) [Reserved].”
(d)Section 10(g) of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows:
“(g) transfer or permit to be transferred (excluding transfers of public shares of a Public Vehicle which is an indirect equity owner of Seller where such public shares are not owned by any Affiliate of Seller) any direct or indirect ownership interests in Seller, or take any action or permit any action to be taken, if any such transfers and/or actions, individually or in the aggregate, (i) results in a Change of Control or (ii) causes the transferee, together with its Affiliates, to increase its direct or indirect interest in Seller to an amount which equals or exceeds ten percent (10%), unless such transferee shall be a Qualified Transferee;”
(e)Section 10(aa) of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows:
“(aa) permit any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the 1934 Act) to become, or obtain rights (whether by means of warrants, options or otherwise) to become, the beneficial owner, directly or indirectly, of 10% or more of the total ownership interests
of Master Seller or Guarantor, entitled to vote generally in the election of the directors (or the applicable equivalent of such Person) (except pursuant to transfers of public shares of a Public Vehicle which is an indirect equity owner of Seller where such public shares are not owned by any Affiliate of Seller) unless (x) Buyer has completed all “Know Your Customer” and OFAC diligence as to such “person” or “group” and (y) the results of such diligence are acceptable to Buyer in its sole discretion.”
(f)Section 11(e)(v) of the Repurchase Agreement is hereby deleted in its entirety.
(g)Section 11(w) of the Repurchase Agreement is hereby deleted in its entirety.
(h)Section 13(a)(i)(A) of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows:
“(A) an Act of Insolvency occurs with respect to Seller, Guarantor or Member;”
(i)Section 13(a)(i)(B) of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows:
“(B) Seller, Guarantor or Member shall admit in writing its inability to, or its intention not to, perform any of its obligations hereunder or under any of the Transaction Documents;”
ARTICLE 2 CONSENT TO RESTRUCTURING
(a)As of the date hereof, CIM Group Holdings, LLC, a Delaware limited liability
company (“CIM Group”), controls the entity that serves as the external manager of Initial Guarantor.
(b)On the date hereof, Initial Guarantor intends to consummate a series of restructuring and reorganization transactions (collectively, the “Restructuring”) pursuant to which, among other things, the employees, management platform, investment portfolio and certain other assets and subsidiaries of CIM Group, will be contributed to a newly formed operating partnership that will be a direct subsidiary of Initial Guarantor, and CIM Group and/or its affiliates will receive limited partnership interests in such operating partnership and non-economic voting preferred shares of Initial Guarantor in exchange for such contributions. Upon consummation of the Restructuring, among other things, (A) Initial Guarantor will no longer be externally managed, (B) CIM Group and/or its affiliates will, through the voting rights of such non-economic voting preferred shares, control greater than fifty percent (50%) of the total voting power of all classes of Equity Interests of Initial Guarantor entitled to vote generally in the election of directors of Initial Guarantor, (C) CIM Group and/or its affiliates will be the indirect beneficial owner(s) of greater than fifty percent (50%) of the total voting power of all classes of Equity Interests of Replacement Guarantor entitled to vote generally in the election of directors of Replacement Guarantor, and (D) Replacement Guarantor will continue to be an indirect subsidiary of Initial Guarantor and will be managed by indirect subsidiaries of Initial Guarantor. Immediately after the consummation of the Restructuring, Initial Guarantor will change its name to CIM Group, Inc.
(c)Effective immediately prior to the consummation of the Restructuring, Buyer hereby (i) consents to the Restructuring, (ii) agrees that the Restructuring shall not constitute a Change of Control for which consent has not been obtained under the Repurchase Agreement or any other Transaction Document, and (iii) confirms that the consummation of the Restructuring shall not result in a breach or violation of any representation, warranty, covenant or other provision of the Repurchase Agreement or any other Transaction Document.
ARTICLE 3 REPRESENTATIONS
Each of Seller and Buyer 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 in all material respects;
(b)it is duly authorized to execute and deliver this Amendment and has taken all necessary action to authorize such execution, delivery and performance;
(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 4 EXPENSES
On or prior to the date hereof, Seller shall pay on demand all of Buyer’s out-of-pocket costs
and expenses, including reasonable fees and expenses of outside counsel, incurred in connection with the preparation, negotiation, execution and consummation of this Amendment.
ARTICLE 5 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 6 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 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.
(g)Guarantor acknowledges the amendment and modification of the Repurchase Agreement pursuant to this Amendment and hereby ratifies and reaffirms all of the terms, covenants and conditions of the Guaranty, and agrees that the Guaranty remains unmodified and in full force and effect and enforceable in accordance with its terms.
[SIGNATURES FOLLOW]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed, as of the date first above written.
BUYER:
DEUTSCHE BANK AG, NEW YORK BRANCH
By: /s/ Mrinal Dansingani
Name: Mrinal Dansingani
Title: Maanging Director
By: /s/ Vishal Mahadkar
Name: Vishal Mahadkar
Title: Director
SELLER:
CMFT RE LENDING RF SUB DB, LLC
By: /s/ Nathan D. DeBacker
Name: Nathan D. DeBacker
Title: Vice President, Chief Financial Officer and Treasurer
ACKNOWLEDGED AND AGREED:
INITIAL GUARANTOR:
CIM REAL ESTATE FINANCE TRUST, INC.
By:/s/ Nathan D. DeBacker
Name: Nathan D. DeBacker
Title: Chief Financial Officer, Principal Accounting Officer and Treasurer
REPLACEMENT GUARANTOR:
CIM COMMERCIAL LENDING REIT
By:/s/ Nathan D. DeBacker
Name: Nathan D. DeBacker Title: Chief Financial Officer