exhibit10-1.htm


     

     

    Exhibit
10.1

    
      


       

      AMENDMENT

      TO
THE

      MANAGEMENT
AGREEMENT

      BY
AND BETWEEN

      JER
INVESTORS TRUST INC.

      and

      JER
COMMERCIAL DEBT ADVISORS LLC

       

      This
AMENDMENT No. 5 (this “Amendment”)
to the Management Agreement, dated as of June 4, 2004 (as amended, the "Management
Agreement"), by and between JER Investors Trust Inc., a Maryland
corporation (the “Company”)
and JER Commercial Debt Advisors LLC, a Delaware limited liability company (the
“Manager”),
is made as of this 14th day
of October 2009, between the Company and the Manager.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Management Agreement.

       

      WITNESSETH:

       

      WHEREAS, the Company and the
Manager are parties to the Management Agreement; and

       

      WHEREAS, the Company and the
Manager desire to amend the Management Agreement in the manner and as more fully
set forth herein; and

       

      WHEREAS, in accordance with
Section 17(d) of the Management Agreement, the parties hereto have consented to
amending the Management Agreement in the manner and as more fully set forth
herein.

       

      NOW THEREFORE, in
consideration of the mutual promises and agreements herein and intending to be
legally bound hereby, the parties hereto agree as follows:

      


      1.             Effective
as of October 7, 2009, Section 7(f) of the Management Agreement is hereby
deleted in its entirety and the following is hereby substituted therefor and
made a part of the Management Agreement:

       

      “(f)              Notwithstanding
anything to the contrary contained in Sections 7(d) and/or 7(e) of this
Agreement, the Manager and the Company hereby agree that during the months of
April, May, June, July, August, September, October and November 2009 (the “Restricted
Months”), (i) the Company shall not be required to make any payments of
Base Management Fees and/or Incentive Fees (collectively, the “Fees”)
in excess of $75,000 per month (the “Monthly
Cash Limit”) and (ii) any Fees accruing and otherwise payable pursuant to
Sections 7(d) and/or 7(e) of this Agreement in excess of the Monthly Cash Limit
(the “Accrued
Fees”) shall be deferred and due and payable by the Company to the
Manager on such date after November 30, 2009 as the Company and the Manager
shall


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      mutually
agree in writing.  Nothing contained in this Section 7(f) shall be
deemed (i) to prohibit the Company from paying any Fees up to an amount equal to
$75,000 per month, (ii) to prohibit the accrual (and ongoing obligations with
respect thereto) of any Accrued Fees during any of the Restricted Months or
(iii) to be a waiver or forgiveness by the Manager of any Accrued
Fees.”

      


      2.             Ratification. Except
as expressly modified pursuant to this Amendment, (i) the Management Agreement
is ratified and confirmed in all respects and (ii) all of the Company’s
obligations thereunder remain unchanged and in full force and
effect.

       

      [SIGNATURES
APPEAR ON THE FOLLOWING PAGE]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 to the
Management Agreement effective as of the date first above written.

      


      
        


        
          	 
      	
                  JER
      INVESTORS TRUST INC.

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      J. Michael McGillis

                	 
      
	 
      	 
      	
                  Name:

                	
                  J.
      Michael McGillis

                
	 
      	 
      	
                  Title:

                	
                  Chief
      Financial Officer

                
	 
      	 
      	 
      	 
      
	 
      	 
      


        

        


        
          	 
      	
                  JER
      COMMERCIAL DEBT ADVISORS LLC

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      J. Michael McGillis

                	 
      
	 
      	 
      	
                  Name:

                	
                  J.
      Michael McGillis

                
	 
      	 
      	
                  Title:

                	
                  Chief
      Financial Officer