Exhibit 10.10
EXECUTIONVERSION
SIXTHAMENDMENTTOMASTERREPURCHASEANDSECURITIESCONTRACT
AND CONSENT TO RESTRUCTURING
THIS SIXTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACTANDCONSENTTORESTRUCTURING,datedasofJune24,2026(this “Amendment”), is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”), CMFT RE LENDING RF SUB WF, LLC, a Delaware limited liability company (“Seller”), and acknowledged by CIM REAL ESTATE FINANCE TRUST, INC., a Maryland corporation (“Guarantor”), CMFT RE LENDINGSUBWFHOLDCO,LLC,aDelawarelimitedliabilitycompany(“EquityPledgor”), CIM RE LENDING SUB, LLC, a Delaware limited liability company, and CMFT RE LENDINGSUBII,LLC,aDelawarelimitedliabilitycompany(each,a“ResidualPledgor”and, togetherwithEquityPledgor,individuallyorcollectively,asthecontextmayrequire,“Pledgor”). 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,BuyerandSellerarepartiestothatcertainMasterRepurchaseandSecurities Contract, dated as of May 20, 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 valuableconsideration,thereceiptandsufficiencyofwhichareherebyacknowledged,theparties hereto, intending to be legally bound, agree as follows:
ARTICLE1
AMENDMENTSTOREPURCHASEAGREEMENT
(a) Thedefinedterm“Manager”inSection2.01oftheRepurchaseAgreementis hereby deleted in its entirety.
(b) ThefollowingdefinitionsareherebyaddedtoSection2.01oftheRepurchase Agreement in appropriate alphabetical order:
““CIMGroup”:CIMGroupHoldings,LLC,aDelawarelimitedliability company.”
““Fee Letter”:The Sixth Amended and Restated Fee Letter, dated as of June 24, 2026,betweenBuyer andSeller,asamended,modified,waived,supplemented,extended, restated or replaced from time to time.”
““SpecifiedChangeofControlEvent”:DefinedintheFeeLetter.”
(c) ThefollowingdefinedtermsinSection2.01oftheRepurchaseAgreementare hereby amended and restated in their entirety, as follows:
““Change of Control”: The occurrence of any of the following events: (a) a merger or consolidation of Seller or Equity Pledgor; (b) a merger or consolidation of Guarantor and the surviving entity is not Guarantor; (c) any conveyance, transfer or disposal of all or substantially all of Seller, Equity Pledgor or Guarantor’s assets to any Person or entity (other than, in the case of Seller, sales of Purchased Assets in the ordinary course of business); (d) (i) Guarantor shall cease to be Controlled by CIM Group and/or one or more Affiliates thereof (other than in connectionwithapublicmarketofferingorsecondarymarkettrading)and(ii)aSpecifiedChange ofControlEvent;(e)GuarantorshallceasetodirectlyorindirectlyControlEquityPledgor;or (f)EquityPledgorshallceasetoown andControl, ofrecordand beneficially,100%oftheEquity Interests of Seller.”
““Knowledge”: Whenever in this Agreement or any of the Repurchase Documents, or in any document or certificate executed on behalf of Seller pursuant to the Repurchase Documents, reference is made to the Knowledge of Seller (whether by use of the words “Knowledge” or “Know”), unless otherwise expressly specified, same shall mean the actual knowledge of (a) the Chief Executive Officer, Chief Financial Officer or Head of Portfolio Oversight of Seller or Guarantor, (b) with respect to any representations, warranties, certifications or statements with respecttoanyPurchasedAsset,thoseindividualemployeesofGuarantororSellerhavingthetitle of “Lead” (or its equivalent) or above who have responsibility for the origination or acquisition, as applicable, underwriting, servicing or sale of such Purchased Asset, or (c) if the titles under clauses(a)and(b)nolongerexist,theneachofficerordirectorofSeller,Pledgorand/orGuarantor who is tasked with the origination, acquisition and/or management of any of the Purchased Assets.”
ARTICLE2
CONSENTTORESTRUCTURING
(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 Guarantor.
(b) On the date hereof, Guarantor intends to consummateaseries 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 beadirectsubsidiaryofGuarantor,andCIMGroupand/oritsaffiliateswillreceivelimited 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 Equity Interests of GuarantorentitledtovotegenerallyintheelectionofdirectorsofGuarantor.Immediatelyafterthe consummation of the Restructuring, Guarantor will change its name to CIM Group, Inc. An updated organizational chart showing Seller, Equity Pledgor and Guarantor following the Restructuring is attached hereto as Exhibit Aand is hereby incorporated into and made a part of this Amendment.
(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 Repurchase Document, and (iii) agrees that all requirements in the Repurchase Agreement or any other Repurchase Document with respect to “know your customer”, any Beneficial Ownership Certification and the Beneficial Ownership Regulation related to the Restructuring have been satisfied.
ARTICLE 3
REPRESENTATIONS
EachofSeller,Guarantor,Pledgor,andBuyerrepresentsandwarrants(astoitself)tothe
otherpartyhereto, asofthedate ofthis Amendment,as follows:
(a) itisdulyincorporatedororganized,validlyexistingandingoodstandingunderthe laws of its jurisdiction of organization and is duly qualified in each jurisdiction necessary to conduct business as presently conducted;
(b) all representations and warranties made by it in the Repurchase Documents to which it is a party are true and correct in all material respects;
(c) it is duly authorized to execute and deliver this Amendment and has taken all necessary action to authorize such execution, delivery and performance;
(d) the execution, delivery and performance by it of this Amendment are within its corporate, limited liability company or partnership powers, and does not contravene (i)its Governing Documents or its applicable resolutions, (ii)any Requirements of Law or (iii)any Contractual Obligation, Indebtedness or Guarantee Obligation;
(e) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Authority or other Person is required in connection with the execution,delivery,performance,validityorenforceabilitybyoragainstitofthisAmendmentor the Repurchase Documents; behalf;
(f) the personsigningthisAmendmentonitsbehalfisdulyauthorizedtodosoonits
(g) eachofthisAmendmentandtheotherRepurchaseDocumentsconstitutesitslegal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium orsimilarlawsaffectingtheenforcementofcreditors’rightsgenerallyorbygeneralprinciplesof equity;
(h) no Default or Event of Default exists or will exist after giving effect to this Amendment;
(i) none of Seller, Guarantor nor Pledgor has any defense, offset, counterclaim, abatement, right of rescission or other claims, actions, causes of action, demands, damages or liabilities of any kind or nature, in all cases whether legal or equitable, available to Seller, Guarantor, Pledgor or any other Person with respect to (i) this Amendment, the Repurchase Agreement, the Repurchase Documents or any other instrument, document, and/or agreement described herein or therein, as modified and amended hereby, (ii) the obligation of Seller to repay the Repurchase Obligations and other amounts due under the Repurchase Documents or (iii) Buyer or Buyer’s respective officers, employees, representatives, agents, counsel or directors arising out of or from or in any way related to or in connection with this Amendment, the Repurchase Agreement, or the Repurchase Documents, including, without limitation, any action by such Persons, or failure of such Persons to act, under the Repurchase Agreement or the other Repurchase Documents on or prior to the date hereof;
(j) exceptasspecificallyprovidedinthisAmendment,theRepurchaseObligationsare not reduced or modified by this Amendment;
(k) the execution, delivery and performance of this Amendment will not violate any RequirementofLawapplicabletoitoritsorganizationaldocumentsoranyagreementbywhichit is bound or by which any of its assets are affected;
(l) immediately after giving effect to this Amendment, Seller, Guarantor and Pledgor are in compliance with each of their covenants set forth in the Repurchase Documents; and
(m) thisAmendmenthasbeendulyexecuted anddeliveredbyit.
ARTICLE 4
CONDITIONSPRECEDENT
(a) TheeffectivenessofthisAmendmentissubjecttothefollowingconditions
precedent:(i)deliverytoBuyerofthisAmendment,dulyexecutedbythepartiesheretoorthereto, and (ii)delivery to Buyer of such other documents, agreements or certifications as Buyer may reasonably require.
(b) Seller acknowledges and agrees that it shall deliver to Buyer, within ten (10) BusinessDaysoftheSixthAmendmentDate(asdefinedintheFeeLetter),(i)anapprovedopinion of counsel to Seller, Guarantor, and Pledgor addressing the corporate and enforceability matters with respect to the Repurchase Parties, this Amendment and the Fee Letter (for the avoidance of doubt, aMaryland corporateopinion shall not be required with respect to theGuarantor), and (ii) a bring down opinion on the applicability of Bankruptcy Code safe harbors.
(c) On or prior to the date hereof, Seller shall pay on demand all of Buyer’s out-of-pocketcostsandexpenses,includingreasonablefeesandexpensesofoutsidecounsel,incurredin connection with the preparation, negotiation, execution and consummation of this Amendment.
ARTICLE 5
GOVERNINGLAW
THISAMENDMENTSHALLBECONSTRUEDANDENFORCEDIN 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) Exceptasexpresslyamendedormodifiedhereby,theRepurchaseDocumentsshall
remaininfullforceandeffectinaccordancewiththeirtermsandareherebyratifiedandconfirmed. AllreferencestotheRepurchaseDocumentsshallbedeemedtomeantheRepurchaseDocuments as modified by this Amendment.
(b) ThisAmendmentmaybeexecutedincounterparts,eachofwhichsoexecutedshall 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) The interpretive provisions of Section 2.02 to the Repurchase Agreement are incorporated herein mutadis mutandis.
(f) ThisAmendmentcontainsafinalandcompleteintegrationofallpriorexpressions 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.
(g) In consideration of Buyer entering into this Amendment, Seller, Guarantor and Pledgor hereby waive, release and discharge Buyer and Buyer’s officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown,suspectedorunsuspectedtotheextentthatanyoftheforegoingarisesoutoforfromor in any way relating to or in connection with this Amendment, the Repurchase Agreement, or the Repurchase Documents, including, but not limited to, any action or failure to act under the RepurchaseAgreementortheotherRepurchaseDocumentsonorpriortothedatehereof,except, with respect to any such Person being released hereby, any actions, causes of action, claims, demands, damages and liabilities arising out of such
Person’s gross negligence or willful misconduct in connection with this Amendment, the Repurchase Agreement or the other Repurchase Documents.
(h) Each of Guarantor and Pledgor (i) agrees to and consents to the terms and provisions of this Amendment, (ii) acknowledges and confirms that the Guaranty and the Pledge andSecurityAgreementremaininfullforceandeffectnotwithstandingthisAmendment,and (iii)reaffirms its obligations under the Guaranty and the Pledge and Security Agreement (as applicable).
(i) ThisAmendmentandtheRepurchaseAgreement,asamendedhereby,areasingle Repurchase Document.
[SIGNATURESFOLLOW]
INWITNESSWHEREOF,thepartieshavecausedthisAmendmenttobedulyexecuted, as of the date first above written.
BUYER:
WELLSFARGOBANK,NATIONAL ASSOCIATION
By: /s/ Monica Arguello
Name: Monica Arguello
Title:ExecutiveDirector
[SIGNATURESCONTINUEONFOLLOWINGPAGES]
S–1
SixthAmendmenttoMasterRepurchaseandSecuritiesContract(Wells Fargo/CIM Real Estate)
SELLER:
CMFTRELENDINGRFSUBWF,LLC,a
Delawarelimited liability company
By:/s/ Laura Eichelsderfer
Name: Laura Eichelsderfer
Title:Secretary
[SIGNATURESCONTINUEONFOLLOWINGPAGES]
Sixth AmendmenttoMaster Repurchase and Securities Contract(Wells Fargo/CJMRealEstate)
ACKNOWLEDGEDANDAGREED:
CTMREALESTATEFINANCETRUST,INC.,
aMarylandcorporation,asGuarantor
By:/s/ Laura Eichelsderfer
Name: Laura Eichelsderfer
Title:Secretary
CMFT RELENDINGSUBWFHOLDCO,LLC,
aDelawarelimitedliabilitycompany,asEquityPledgor
By:/s/ Laura Eichelsderfer
Name: Laura Eichelsderfer
Title:Secretary
CMFT RELENDINGSUB, LLC
a Delaware limited liability company, as a Residual Pledgor
By:/s/ Jordan Dembo
Name:JordanDembo
Title:VicePresidentandSecretary
CMFTRELENDINGSUBII,LLC,
aDelawarelimitedliabilitycompany,asaResidualPledgor
By:/s/ Laura Eichelsderfer
Name: Laura Eichelsderfer
Title:Secretary
SixthAmendmentto
/\fosterRcpu1chascandSecuritiesContract(WellsF'argo/CIMRealEstate)