ARES COMMERCIAL REAL ESTATE CORPORATION 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2021 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
ARES COMMERCIAL REAL ESTATE CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 19, 2012 7.000% Convertible Senior Notes due 2015Indenture • December 19th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
INDENTURE dated as of December 19, 2012 between ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 4th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2012, between Ares Commercial Real Estate Corporation, a Maryland corporation (the “Company”), and (“Indemnitee”).
MASTER REPURCHASE AND SECURITIES CONTRACT ACRC LENDER W LLC as Seller and WELLS FARGO BANK, NATIONAL ASSOCIATION as Buyer Dated as of December 14, 2011Master Repurchase and Securities Contract • April 17th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of December 14, 2011 (this "Agreement"), is made by and between ACRC LENDER W LLC, a Delaware limited liability company ("Seller") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, "Buyer"). Seller and Buyer (each a "Party") hereby agree as follows:
AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN ARES COMMERCIAL REAL ESTATE CORPORATION AND ARES COMMERCIAL REAL ESTATE MANAGEMENT LLCManagement Agreement • July 29th, 2022 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
This Amended and Restated Management Agreement (this “Agreement”) is made as of July 26, 2022, by and between Ares Commercial Real Estate Corporation, a Maryland corporation (together with its subsidiaries, the “Company”), and Ares Commercial Real Estate Management LLC, a Delaware limited liability company (the “Manager”).
ARES COMMERCIAL REAL ESTATE CORPORATION 7,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: May 17, 2022 CONTENTSUnderwriting Agreement • May 20th, 2022 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
Notwithstanding anything to the contrary herein, the undersigned shall be permitted to (A) participate in, and establish a contract, instruction or plan meeting the requirements of Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1 Plan”), at any time during the 30-day lock-up period; provided that, prior to the expiration of the 30-day lock-up period, (x) with respect to any 10b5-1 Plan entered into after the date hereof, the undersigned shall not sell any of the undersigned’s Lock-Up Securities under such 10b5-1 Plan and (y) the undersigned shall not make any public announcement with respect to such 10b5-1 Plan entered into after the date hereof, (B) sell shares of Common Stock pursuant to a 10b5-1 Plan, as existing as of the date hereof, if then permitted by the Company and applicable law; provided that, any filing made under the Exchange Act in connection therewith shall state that such sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the undersigned or (C) se
SECOND AMENDED AND RESTATED GUARANTEE AGREEMENTGuarantee Agreement • February 15th, 2022 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of February 10, 2022 (as the same has been and may be further amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (“Guarantor”) having its principal place of business c/o Ares Management LLC, One North Wacker Drive, 48th Floor, Chicago, IL 60606, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”) and any of its parent, subsidiary or affiliated companies (collectively, “Beneficiary”).
ContractCredit and Guaranty Agreement • December 29th, 2017 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
GUARANTY AGREEMENTGuaranty Agreement • May 24th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of the 18th day of May, 2012, by Guarantor (as hereinafter defined) for the benefit of Lender (as hereinafter defined).
AMENDMENT NO. 2 TO AMENDED AND RESTATED BRIDGE LOAN WAREHOUSING CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 3rd, 2017 • Ares Commercial Real Estate Corp • Real estate investment trusts
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED BRIDGE LOAN WAREHOUSING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of October 2, 2017, by and among ACRC LENDER B LLC, a Delaware limited liability company (the “Borrower”), the Persons party to the Credit Agreement (as defined herein) from time to time as lenders (the “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as a Lender and in its capacity as administrative agent for the Lenders under the Credit Agreement (in its capacity as administrative agent, the “Administrative Agent”).
AMENDMENT NO. 3 TO SIXTH AMENDED AND RESTATED MORTGAGE WAREHOUSING CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • April 20th, 2015 • Ares Commercial Real Estate Corp • Real estate investment trusts
This Amendment No. 3 to Sixth Amended and Restated Mortgage Warehousing Credit and Security Agreement (this “Amendment”) is entered into as of April 15, 2015 by and among ACRE CAPITAL LLC (the “Borrower”), the financial institutions (the “Lenders”) party to that certain Credit Agreement (as defined below) and Bank of America, N.A., as agent for the Lenders (in such capacity, the “Agent”).
CREDIT AGREEMENT by and among ACRC LENDER LLC, as Borrower, THE LENDERS PARTIES HERETO FROM TIME TO TIME as the Lenders, and CITY NATIONAL BANK, together with its successors and assigns as the Arranger and Administrative Agent Dated as of July 30, 2014Credit Agreement • July 31st, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
THIS CREDIT AGREEMENT, dated as of July 30, 2014, is entered into by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”) and CITY NATIONAL BANK, a national banking association (“CNB”), as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, “Agent”), and, on the other hand, ACRC LENDER LLC, a Delaware limited liability company (“Borrower”). The parties agree as follows:
THIRD AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract Agreement • August 2nd, 2023 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
This THIRD AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT, dated as of July 27, 2023 (this “Amendment”), is made by and between ACRC LENDER MS LLC, a Delaware limited liability company (“Seller”), and MORGAN STANLEY BANK, N.A., a national banking association (together with its successors and assigns, “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2013 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 30, 2013, by and among Ares Commercial Real Estate Corporation, a Maryland corporation (the “Company”), Alliant, Inc., a Florida corporation, and The Alliant Company, LLC, a Florida limited liability company (each, an “Investor” and, collectively, the “Investors”).
MANAGEMENT AGREEMENT BETWEEN ARES COMMERCIAL REAL ESTATE CORPORATION AND ARES COMMERCIAL REAL ESTATE MANAGEMENT LLCManagement Agreement • April 12th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
This Management Agreement (this "Agreement") is made as of , 2012, by and between Ares Commercial Real Estate Corporation, a Maryland corporation (together with its subsidiaries, the "Company"), and Ares Commercial Real Estate Management LLC, a Delaware limited liability company (the "Manager").
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • July 31st, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of July 30, 2014, is made by and among ACRC LENDER LLC, a Delaware limited liability company (“Borrower”), ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (“Guarantor”, together with Borrower, referred to hereinafter each individually as an “Obligor”, and individually and collectively, jointly and severally, as the “Obligors”), in favor of CITY NATIONAL BANK, a national banking association, as the arranger and administrative agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).
MORTGAGE ASSET PURCHASE AGREEMENTMortgage Asset Purchase Agreement • January 29th, 2021 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
This MORTGAGE ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 28, 2021 by and among ACRC LENDER LLC, a Delaware limited liability company (the “Seller”), ACRE COMMERCIAL MORTGAGE 2021-FL4 LTD., an exempted company incorporated in the Cayman Islands with limited liability (the “Issuer”) and, solely as to Section 4(k), ACRC 2017-FL3 Holder REIT LLC, a Delaware limited liability company (“ACRC Sub-REIT”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 12th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of the day of , 2012, between Ares Commercial Real Estate Corporation, a Maryland corporation (the "Company"), and ("Indemnitee").
SUBSTITUTE GUARANTY AGREEMENTSubstitute Guaranty Agreement • May 4th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
SUBSTITUTE GUARANTY AGREEMENT, dated as of May 1, 2012 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Guaranty”) is made and entered upon the terms hereinafter set forth by ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation, whose address is c/o Ares Management LLC, 2 North LaSalle Street, Suite 925, Chicago, IL 60602, (together with its permitted successors and/or assigns, “Guarantor”), in favor of CITIBANK, N.A., a national banking association, whose address is 388 Greenwich Street, New York, New York 10013 (together with its successors and/or assigns, “Lender”), pursuant to that certain Master Loan and Security Agreement by and among ACRC Lender C LLC (“Borrower”), as borrower, and Lender, as lender, dated as of December 8, 2011 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”).
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • July 31st, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of July 30, 2014, is executed and delivered by ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (“Guarantor”) in favor of CITY NATIONAL BANK, a national banking association, as the arranger and administrative agent for the Lender Group (in such capacity, together with its successors and permitted assigns in such capacity, “Agent”), in light of the following:
AMENDED AND RESTATED BRIDGE LOAN WAREHOUSING CREDIT AND SECURITY AGREEMENTBridge Loan Warehousing Credit and Security Agreement • August 11th, 2016 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
THIS AMENDED AND RESTATED BRIDGE LOAN WAREHOUSING CREDIT AND SECURITY AGREEMENT (as further defined in Section 12.1, this “Agreement”), dated as of August 8, 2016, is entered into by and between ACRC Lender B LLC, a Delaware limited liability company (“Borrower”), and BANK OF AMERICA, N.A., a national banking association (in its non-agency capacity, “BofA”), in its capacity as a lender hereunder and any other lending institutions which may become parties to this Agreement as lenders in accordance with Section 10.14 (each, including BofA in such capacity, individually a “Lender” and, collectively, the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”).
AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACTMaster Repurchase and Securities Contract • May 24th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of May 22, 2012 (this “Amendment”), between and among ACRC LENDER W LLC, a Delaware limited liability company (“Seller”), ACRC HOLDINGS LLC, a Delaware limited liability company (“Original Guarantor”), ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation having its principal place of business at Two North LaSalle Street, Suite 925, Chicago, Illinois 60602 (“New Guarantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
MANAGEMENT AGREEMENT BETWEEN ARES COMMERCIAL REAL ESTATE CORPORATION AND ARES COMMERCIAL REAL ESTATE MANAGEMENT LLCManagement Agreement • March 17th, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
This Management Agreement (this “Agreement”) is made as of April 25, 2012, by and between Ares Commercial Real Estate Corporation, a Maryland corporation (together with its subsidiaries, the “Company”), and Ares Commercial Real Estate Management LLC, a Delaware limited liability company (the “Manager”).
THIRD AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT ACRC LENDER W LLC and ACRC LENDER W TRS LLC as Sellers WELLS FARGO BANK, NATIONAL ASSOCIATION as Buyer Dated as of February 10, 2022Master Repurchase and Securities Contract • February 15th, 2022 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
PAYMENT GUARANTYPayment Guaranty • August 4th, 2016 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
This PAYMENT GUARANTY (as amended, modified, supplemented or restated from time to time, this “Guaranty”) is made and entered into by ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation, whose address is One Wacker Drive, 48th Floor, Chicago, IL 60606 (“Guarantor”), for the benefit of U.S. BANK NATIONAL ASSOCIATION, a national banking association whose address is 13737 Noel Road, Suite 800, Galleria North Tower 1, Dallas, Texas 75240 (“Buyer”) on this August 1, 2016 This Guaranty is made with reference to the following facts (with some capitalized terms being defined below):
MORTGAGE ASSET PURCHASE AGREEMENTMortgage Asset Purchase Agreement • May 2nd, 2017 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
This MORTGAGE ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of March 2, 2017 by and among ACRC Lender LLC, a Delaware limited liability company (the “Seller”), and ACRE Commercial Mortgage 2017-FL3 Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Issuer”).
AMENDMENT NUMBER ONE to the Second Amended and Restated Master Repurchase and Securities Contract Dated as of May 1, 2017 among ACRC LENDER W LLC, and ACRC LENDER W TRS LLC and WELLS FARGO BANK, NATIONAL ASSOCIATIONAres Commercial Real Estate Corp • December 20th, 2018 • Real estate investment trusts • New York
This AMENDMENT NUMBER ONE (this “Amendment”) is made this 14th day of December, 2018, by and between ACRC LENDER W LLC, a Delaware limited liability company, and ACRC LENDER W TRS LLC, a Delaware limited liability company (individually and collectively as the context may require, “Sellers”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”), to the Second Amended and Restated Master Repurchase and Securities Contract, dated as of May 1, 2017, by and between Sellers and Buyer (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”).
AMENDMENT NUMBER FIVE TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2017 • Ares Commercial Real Estate Corp • Real estate investment trusts
THIS AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT (this “Amendment”), dated as of March 2, 2017 is entered into by and among, on the one hand, the several banks and other financial institutions and lenders from time to time party hereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and, collectively, as the “Lenders”), and CITY NATIONAL BANK, a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and, on the other hand, ACRC LENDER LLC, a Delaware limited liability company (the “Borrower”), and in light of the following:
AMENDMENT NUMBER ONE TO CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • July 31st, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts
THIS AMENDMENT NUMBER ONE TO CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of July 30, 2014 is entered into by and among, on the one hand, the several banks and other financial institutions and lenders from time to time party hereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and, collectively, as the “Lenders”), and CITY NATIONAL BANK, a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and, on the other hand, ACRC LENDER LLC, a Delaware limited liability company (the “Borrower”), and in light of the following:
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SUBSTITUTE GUARANTY AGREEMENTSubstitute Guaranty Agreement • November 8th, 2019 • Ares Commercial Real Estate Corp • Real estate investment trusts
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SUBSTITUTE GUARANTY AGREEMENT (this “Amendment”), dated as of July 24, 2019 is made and entered into by and among ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (“Guarantor”), CITIBANK, N.A., a national banking association (together with its successors and/or assigns, “Buyer”), and for the purpose of acknowledging and agreeing to the provision set forth in Section 5 hereof, ACRC Lender C LLC, a Delaware limited liability company (“Seller”).
GUARANTYGuaranty • April 15th, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
GUARANTY, dated as of April 9, 2014 (as amended, supplemented, or otherwise modified from time to time, this “Guaranty”), made by Ares Commercial Real Estate Corporation, a Maryland real estate investment trust (the “Guarantor”), in favor of UBS Real Estate Securities Inc. (the “Buyer”).
AMENDMENT NO. 1 TO GUARANTEE AGREEMENTGuarantee Agreement • August 14th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
AMENDMENT NO. 1 TO GUARANTEE AGREEMENT (this “Amendment”), dated effective as of June 29, 2012 (the “Amendment Effective Date”), made by ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (“Guarantor”) having its principal place of business c/o Ares Management LLC, 2 North LaSalle Street, 9th Floor, Chicago, IL 60602, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”) and any of its parent, subsidiary or affiliated companies (collectively, “Beneficiary”).
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • March 17th, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of December 20, 2013, made by ACRC LENDER LLC, a Delaware limited liability company (“Pledgor”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Secured Party”).
CAPITAL ONE, NATIONAL ASSOCIATION (as Administrative Agent and a Lender) THE PERSONS WHO ARE OR HEREAFTER BECOME PARTIES, AS LENDERS, TO THIS AGREEMENT (as Lenders) and ACRC LENDER CO LLC, a Delaware limited liability company (Borrower) CREDIT AND...Credit and Security Agreement • July 29th, 2022 • Ares Commercial Real Estate Corp • Real estate investment trusts
This Credit and Security Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) is entered into as of July 28, 2022, by and among CAPITAL ONE, NATIONAL ASSOCIATION (“CONA”), as Administrative Agent and collateral agent for the Lenders (as defined herein) (in such capacity and together with its successors and permitted assigns in such capacity, the “Administrative Agent”), THE PERSONS WHO ARE OR HEREAFTER BECOME PARTIES TO THIS AGREEMENT AS “LENDERS” (together with their successors and permitted assigns, each a “Lender” and collectively, the “Lenders”), and ACRC LENDER CO LLC, a Delaware limited liability company (“Borrower”).
AMENDMENT NUMBER NINE TO CREDIT AGREEMENTCredit Agreement • February 6th, 2024 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
THIS AMENDMENT NUMBER NINE TO CREDIT AGREEMENT (this “Amendment”), dated as of January 31, 2024, is entered into by and among, on the one hand, the several banks and other financial institutions and lenders from time to time party hereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and, collectively, as the “Lenders”), and CITY NATIONAL BANK, a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and, on the other hand, ACRC LENDER LLC, a Delaware limited liability company (the “Borrower”) and ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (the “Guarantor”), and in light of the following:
