Exhibit 10.7
EXECUTION VERSION
SIXTH AMENDMENT TO FIFTH AMENDED AND RESTATED MORTGAGE WAREHOUSING AND SECURITY
AGREEMENT
THIS SIXTH AMENDMENT TO FIFTH AMENDED AND RESTATED MORTGAGE WAREHOUSING AND
SECURITY AGREEMENT (this "Amendment") dated as of September 5, 2013, by and
among BANK OF AMERICA, N.A., as Credit Agent
(the "Credit Agent"), ACRE CAPITAL
LLC (f/k/a EF&A FUNDING, L.L.C. d/b/a ALLIANT CAPITAL, LLC) (the "Borrower"),
and the LENDER party to this Amendment (the "Lender").
WITNESSETH:
WHEREAS, the Credit Agent, the Lender and the Borrower are parties to that
certain Fifth Amended and Restated Mortgage Warehousing and Security Agreement,
dated as of April 16, 2010 (as amended to date, the "Loan Agreement");
WHEREAS, in connection with the consummation of the transactions contemplated by
that certain Purchase and Sale Agreement, dated as of May 14, 2013 (the
"Purchase Agreement"), by and among Alliant, Inc., The Alliant Company, LLC
(each, a "Seller" and, collectively, the "Sellers") and Ares Commercial Real
Estate Corporation (the "ACRE"), (i) the Sellers have, among other things,
transferred all of the limited liability company interests of the Borrower to
ACRE Capital Holdings LLC, a Delaware limited liability company, and a direct
wholly owned subsidiary of ACRE ("ACRE Holdings") (the "Transaction"), and
(ii) the name of the Borrower was changed to ACRE Capital LLC; and
WHEREAS, the Borrower has requested that the Credit Agent and the Lender consent
to the Transaction and agree to further amend the Loan Agreement, on and subject
to, the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Borrower, the Credit Agent and the Lender
agree as follows:
1.
Defined Terms.
Capitalized terms used,
but not defined, in this Amendment shall have the meanings provided therefor in
the Loan Agreement.
2.
Amendment to Loan Agreement.
As of the
Effective Date (as hereafter defined), the Loan Agreement is hereby amended as
follows:
(a)
Section 6.1(ix) is hereby amended and restated in its
entirety to read as follows:
"(ix)
A Change of Control or Management shall have
occurred.
As used herein:
"ACRE" means Ares Commercial Real Estate Corporation, a Maryland corporation.
"ACRE Change of Control" means
any single event, transaction, or occurrence, or
series of related
events, transactions, or occurrences, as a result of which
(a) any "person" (as such term is defined in Sections 3(a)(9) and 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")), is or
becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under
the Exchange Act), directly or indirectly, of securities of ACRE, representing
thirty-five percent (35%) or more of the outstanding voting common stock of
ACRE; or (b) during any period of twelve consecutive calendar months,
individuals who at the beginning of such period constituted the board of
directors of ACRE (together with any new or replacement directors whose election
by the board of directors of ACRE, or whose nomination for election, was
approved by a vote of at least a majority