April 25, 2022 Ares Commercial Real Estate Management LLC
Exhibit 10.8
April 25, 2022
Ares Commercial Real Estate Management LLC
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
This letter is intended to amend the terms of the Management Agreement dated April 25, 2012 (the “Original Management Agreement”), as amended by First Amendment to Management Agreement dated September 30, 2013 (the “First Amendment”) and further amended by Second Amendment to Management Agreement dated September 30, 2014 (the “Second Amendment”, together with the Original Management Agreement and the First Amendment the “Existing Management Agreement” and, as amended by this letter, the “Management Agreement”), by and between Ares Commercial Real Estate Corporation (“ACRE”) and Ares Commercial Real Estate Management LLC (the “Manager”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in existing Management Agreement.
For the purpose of calculating the Incentive Compensation pursuant to Section 6 of the Management Agreement, “Core Earnings” shall be defined to (i) exclude $2,384,815 of net income associated with the sale of the Marriott Westchester in the quarter ended March 31, 2022 and (ii) include $1,960,198 of net income associated with ACRE’s monetization of a portion of its interest rate xxxxxx in the quarter ended March 31, 2022.
The Management Agreement, as amended hereby, is hereby ratified and confirmed by the parties. Except as expressly amended hereby, the Management Agreement shall continue in full force and effect. Any references to the “Management Agreement” or to the words hereof, hereunder or words of similar affect in the Existing Management Agreement shall mean the Existing Management Agreement as amended hereby. This letter amendment may be executed in one or more counterparts by some or all of the parties hereto, each of which counterpart shall be an original and all of which together shall constitute a single agreement.
This letter amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
| Very truly yours, | |||||||||||||||||||||||
| By: | /s/ Xxxxx Xxxxxxxx | ||||||||||||||||||||||
| Name: | Xxxxx Xxxxxxxx | ||||||||||||||||||||||
| Title: | General Counsel, Vice President and Secretary | ||||||||||||||||||||||
| ACKNOWLEDGED AND AGREED | |||||||||||||||||||||||
| AS OF THE DATE FIRST SET ABOVE | |||||||||||||||||||||||
ARES COMMERCIAL REAL ESTATE MANAGEMENT LLC | |||||||||||||||||||||||
| By: | /s/ Xxxxx Xxxxxxxx | ||||||||||||||||||||||
| Name: | Xxxxx Xxxxxxxx | ||||||||||||||||||||||
| Title: | Authorized Signatory | ||||||||||||||||||||||
