Exhibit 10.13
EXECUTIONVERSION
CONSENT TO RESTRUCTURING
THIS CONSENTTORESTRUCTURING,datedasofJune24,2026(this“Consent”), is entered into by CITIBANK, N.A., a national banking association, in its capacity as administrative agent for the Secured Parties under the Credit Agreement (as defined below) (“AdministrativeAgent”).Capitalizedtermsusedandnototherwisedefinedhereinshallhavethe meanings given to such terms in the Credit Agreement.
RECITALS
WHEREAS, Administrative Agent is a party to that certain Credit and Security Agreement, dated as of December 31, 2019 (as amended by that certain Amendment No. 1 dated as of March 19, 2020, that certain Amendment No. 2 dated as of October 4, 2021, and as further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Credit Agreement”); and
WHEREAS, Administrative Agent 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 valuableconsideration,thereceiptandsufficiencyofwhichareherebyacknowledged,theparties hereto, intending to be legally bound, agree as follows:
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 CIM Real Estate Finance Trust, Inc., a Maryland corporation (“Guarantor”).
(b)On the date hereof, Guarantor intendstoconsummate a seriesofrestructuring 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 Guarantor, and CIM Group and/or its affiliates will receive limited partnership interests in such operating partnership and non-economic voting preferred shares of Guarantor in exchange for such contributions. Upon consummation of the Restructuring, among other things, (A) Guarantor will no longer be externally managed and (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 Capital Stock of GuarantorentitledtovotegenerallyintheelectionofdirectorsofGuarantor.Immediatelyafterthe consummation of the Restructuring, Guarantor will change its name to CIM Group, Inc.
(c)Effective immediately prior to the consummation of the Restructuring, Administrative Agent hereby (i) consents to the Restructuring, (ii) agrees that the Restructuring shallnotconstituteaChangeofControlforwhichconsenthasnotbeenobtainedundertheCredit Agreement or any other Facility Document, and (iii) confirms that the consummation of the
Restructuringshallnotresultinabreachorviolationofanyrepresentation,warranty,covenantor other provision of the Credit Agreement or any other Facility Document.
[SIGNATURESFOLLOW]
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INWITNESSWHEREOF,theAdministrativeAgenthascausedthisConsenttobeduly executed, as of the date first above written.
ADMINISTRATIVEAGENT: CITIBANK, N.A.
By: /s/ V. Nocerino Name: V. Nocerino
Title:Vice President