Exhibit 10.3
SECOND AMENDMENT TO GUARANTY
This Second Amendment to Guaranty (this “Amendment”), dated as of October 5, 2023, is by and between MORGAN STANLEY BANK, N.A., a national banking association (together with its successors and assigns, “Buyer”) and CLAROS MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”).
W I T N E S S E T H:
WHEREAS, CMTG MS FINANCE LLC, a Delaware limited liability company (“Seller”), and Buyer are parties to that certain Master Repurchase and Securities Contract Agreement, dated as of January 26, 2017, as amended by that certain First Amendment to Master Repurchase and Securities Contract Agreement, dated as of June 26, 2018, as further amended by that certain Second Amendment to Master Repurchase and Securities Contract Agreement, dated as of March 13, 2019, as further amended by that certain Third Amendment to Master Repurchase and Securities Contract Agreement, dated as of November 1, 2019, as further amended by that certain Fourth Amendment to Master Repurchase and Securities Contract Agreement, dated as of February 3, 2020, as further amended by that certain Fifth Amendment to Master Repurchase and Securities Contract Agreement, dated as of February 21, 2020, as further amended by that certain Sixth Amendment to Master Repurchase and Securities Contract Agreement, dated as of March 17, 2020, as further amended by that certain Seventh Amendment to Master Repurchase and Securities Contract Agreement, dated as of April 10, 2020, as further amended by that certain Eighth Amendment to Master Repurchase and Securities Contract Agreement, dated as of January 29, 2021, as further amended by that certain Ninth Amendment to Master Repurchase and Securities Contract Agreement, dated as of September 9, 2021, as further amended by that certain Tenth Amendment to Master Repurchase and Securities Contract Agreement, dated as of January 25, 2022, as further amended by that certain Eleventh Amendment to Master Repurchase and Securities Contract Agreement, dated as of January 26, 2023, as further amended by that certain Twelfth Amendment to Master Repurchase and Securities Contract Agreement and First Amendment to Guaranty, dated as of March 16, 2023 (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Master Repurchase Agreement”); and
WHEREAS, in connection therewith, Guarantor entered into that certain Guaranty in favor of Buyer, dated as of January 26, 2017, as amended by that certain Twelfth Amendment to Master Repurchase and Securities Contract Agreement and First Amendment to Guaranty, dated as of March 16, 2023 (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Guaranty”).
WHEREAS, Guarantor and Buyer wish to modify certain terms and provisions of the
Guaranty.
NOW, THEREFORE, the parties hereto agree as follows:
following:
“(iv) permit at any time the ratio of (i) EBITDA for the period of twelve (12) consecutive months ended on or prior to such date of determination to (ii) Interest Expense for such period to be less than 1.40 to 1.00; provided, however, with respect to the fiscal quarters
ending on December 31, 2023 and March 31, 2024, respectively, the foregoing ratio shall be 1.30 to 1.00.”
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day first written
above.
BUYER:
MORGAN STANLEY BANK, N.A., a national
banking association
By: __________________________
Name: Anthony Preisano
Title: Authorized Signatory
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
Signature Page to Second Amendment to Guaranty
GUARANTOR:
CLAROS MORTGAGE TRUST, INC., a Maryland
corporation
By: __________________________
Name: J. Michael McGillis
Title: President
Signature Page to Second Amendment to Guaranty