Exhibit 10.2
RENEWAL AGREEMENT
This Renewal Agreement (this “Agreement”), dated as of February 7, 2023 for reference purposes only, is made by and between PJT Partners Holdings LP (“Borrower”) and First Republic Bank (the “Lender”), with reference to the following facts:
THEREFORE, for valuable consideration, the Lender and Borrower agree as follows:
2.1 Borrower has the full power and authority to enter into and perform all of its obligations under this Agreement, and this Agreement, when executed by the Persons signing this Agreement on behalf of Borrower, shall constitute a legal, valid and binding obligation of Borrower enforceable in accordance with its terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally and regardless of whether enforcement is sought in equity or at law). The Persons executing this Agreement on behalf of Borrower have been duly authorized to execute this Agreement by all required action on the part of Borrower.
2.3 No Event of Default has occurred and is continuing.
IN WITNESS WHEREOF, the parties hereto have executed this Renewal Agreement as of the date first above written.
BORROWER: PJT Partners Holdings LP By: PJT Partners Inc., its General Partner
By: /s/ Helen T. Meates Name: Helen T. Meates Title: Chief Financial Officer | LENDER: First Republic Bank
By: /s/ Danika Gamino Name: Danika Gamino Title: Manager |
ACKNOWLEDGMENT OF RENEWAL AND REAFFIRMATION OF THIRD PARTY PLEDGE AGREEMENT
Section 1. The undersigned Pledgor hereby acknowledges and confirms that it has reviewed and approves the terms and conditions of the Renewal Agreement dated on or about even date herewith between PJT Partners Holdings LP ("Borrower") and First Republic Bank ("Lender") (the "Amendment").
Section 2. The undersigned Pledgor hereby consents to the Amendment and agrees that all obligations covered by the Third Party Pledge Agreement executed by the Pledgor in favor of Lender shall continue in full force and effect, shall be valid and enforceable and shall not be impaired or otherwise affected by the execution of the Amendment or any other document or instrument delivered in connection herewith.
Section 3. The undersigned Pledgor represents and warrants that, after giving effect to the Amendment, all representations and warranties contained in said Third Party Pledge Agreement are true, accurate and complete as if made the date hereof.
Dated as of February 7, 2023
PLEDGOR
PJT PARTNERS LP
By: PJT Management, LLC, its general partner
By: PJT Partners Holdings LP, its sole member
By: PJT Partners Inc., its general partner
By: /s/ Helen T. Meates
Name: Helen T. Meates
Title: Chief Financial Officer