Exhibit 10.2
Execution Version
FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SUBSTITUTE GUARANTY AGREEMENT
THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SUBSTITUTE GUARANTY AGREEMENT (this “Amendment”), dated as of October 5, 2026 is madeandenteredintobyandamongARESCOMMERCIALREALESTATECORPORATION, 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 5hereof, ACRC LENDER C LLC, a Delaware limited liability company (“Seller”).
W I T N E S S E T H:
WHEREAS, Seller and Buyer have entered into that certain Master Repurchase Agreement,datedasofDecember8,2014,asamendedbythatcertainFirstAmendmenttoMaster Repurchase Agreement, dated as of July 13, 2016, that certain Second Amendment to Master Repurchase Agreement, dated as of July 13, 2016, that certain Third Amendment to Master Repurchase Agreement, datedasofDecember8,2016,thatcertainFourthAmendmenttoMaster RepurchaseAgreement,datedasofDecember10,2018,thatcertainAmendedandRestatedFourth AmendmenttoMasterRepurchaseAgreement,datedasofDecember13,2018(the“AmendedandRestated Fourth MRA Amendment”), that certain Fifth Amendment to Master Repurchase Agreement, dated as of November 30, 2021, and that certain Sixth Amendment to Master Repurchase Agreement, dated as of January 13, 2022 (the foregoing collectively, as so amended and as the same may be further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”);
WHEREAS, in connection with the Amended and Restated Fourth MRA Amendment, Guarantor entered into that certain Second Amended and Restated Substitute GuarantyAgreement,datedasofDecember13,2018,asamendedbythatcertainFirstAmendment to Second Amended and Restated Substitute Guaranty Agreement, dated as of July 24, 2019, thatcertainSecondAmendmenttoSecondAmendedandRestatedSubstituteGuarantyAgreement,dated asofFebruary10,2022,that certain Third AmendmenttoSecondAmendedandRestatedSubstituteGuarantyAgreement,dated asof April 23, 2024 and that certain Fourth AmendmenttoSecondAmendedandRestatedSubstituteGuarantyAgreement,dated asof August 2, 2024 (asthesamemaybefurtheramended,restated,supplementedorotherwise modifiedandineffect from time to time, the “Guaranty”);
WHEREAS,allcapitalizedtermsusedhereinandnototherwisedefinedshallhave the respective meanings set forth in the Guaranty;
WHEREAS, Guarantor, Seller and Buyer desire to modify certain terms and provisions of the Guaranty as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Guarantor and Buyer hereby agree as follows, and Seller acknowledges and agrees as to the provisions set forth in Section 5, in each case as of the date hereof:
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1. Modification of Guaranty.Section11.7(a)oftheGuarantyisherebydeletedinitsentiretyandreplacedwiththefollowing:
“(a) Minimum Tangible Net Worth. Guarantor’s Tangible Net Worth to be less than $400,000,000;”
2. Reaffirmation of Guaranty.Guarantor has executed this Amendment for the purpose of acknowledging and agreeing that, notwithstanding the execution and delivery of this Amendment and the amendment of the Guaranty hereunder, all of Guarantor’s obligations under the Guaranty remain in full force and effect and the same are hereby irrevocably and unconditionally ratified and confirmed by Guarantor in all respects.
3. ConditionsPrecedent.ThisAmendmentanditsprovisionsshallbecomeeffective upontheexecutionanddeliveryofthisAmendmentbyadulyauthorizedofficerofeachofSeller, Buyer and Guarantor.
4. Agreement RegardingExpenses.Selleragrees to pay Buyer’s reasonable out of pocketexpenses(includingreasonablelegalfees)incurredinconnectionwiththepreparationand negotiation of this Amendment promptly after Buyer or Buyer’s counsel gives Seller an invoice for such expenses.
5. Full Force and Effect.Except as expressly modified hereby, all of the terms, covenantsandconditions oftheGuarantyandtheotherTransactionDocumentsremainunmodified and in full force and effect and are hereby ratified and confirmed by Seller.Any inconsistency between this Amendment and the Guaranty (as it existed before this Amendment) shallbe resolved in favor of this Amendment, whether or not this Amendment specifically modifiesthe particularprovision(s)intheGuarantyinconsistentwiththisAmendment.Allreferencestothe“Guaranty” in the Repurchase Agreement or in any of the other Transaction Documents shall mean and refer to the Guaranty as modified and amended hereby.
6. No Waiver.The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Buyer under the Repurchase Agreement, the Guaranty, any of the other Transaction Documents or any other document, instrument or agreement executed and/or delivered in connection therewith.
7. Headings.Each of the captions contained in this Amendment are for the convenience of reference only and shall not define or limit the provisions hereof.
8. Counterparts.ThisAmendmentmaybeexecutedinanynumberofcounterparts, and all such counterparts shall together constitute the same agreement.Signatures delivered by email (in PDF format) shall be considered binding with the same force and effect as original signatures.
9. GoverningLaw.ThisAmendmentshallbegovernedinaccordancewiththeterms and provisions of Section 17.1 of the Guaranty.
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INWITNESSWHEREOF,thepartiesheretohavecausedthisAmendmenttobe executed by their duly authorized representatives as of the day and year first above written.
BUYER:
CITIBANK,N.A.
By: /s/ Keith E. Armstrong
Name: Keith E. Armstrong
Title:Authorized Signatory
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GUARANTOR:
ARESCOMMERCIALREALESTATE
CORPORATION,aMarylandcorporation
By: /s/ Keith Kooper
Name: Keith Kooper
Title:VicePresidentandAssistant Secretary
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SELLER:
ACRCLENDERCLLC,
aDelawarelimitedliabilitycompany
By: /s/ Keith Kooper
Name: Keith Kooper
Title:VicePresidentandAssistantSecretary
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