FIRST AMENDMENT TO REPURCHASE AGREEMENT

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO REPURCHASE AGREEMENT

This First Amendment to Repurchase Agreement (this “Amendment”), effective as of December 31, 2018, is by and between KREF LENDING IV LLC, a Delaware limited liability company (the “Seller”) and XXXXXX XXXXXXX BANK, N.A., a national banking association (“Buyer”).  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, Buyer and Seller, entered into that certain Master Repurchase and Securities Contract Agreement dated as of December 6, 2016 the “Original Repurchase Agreement”), as modified by that certain Omnibus Amendment dated as of November 10, 2017 by and among Guarantor, Seller and Buyer (the “Omnibus Amendment”) (the Original Repurchase Agreement, as amended by the Omnibus Amendment and as the same may be further amended, modified and/or restated, collectively, the “Repurchase Agreement”);;

WHEREAS, Buyer and Seller wish to modify certain terms and provisions of the Repurchase Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1.           Amendments to Repurchase.  The Repurchase Agreement is hereby amended as follows:

(a)          The definition of Total Indebtedness  in Section 2 of the Repurchase Agreement is hereby deleted and replaced with the following:

““Total Indebtedness” means, with respect to any Person, as of any date of determination, the aggregate Indebtedness (other than Contingent Liabilities not reflected on such Person’s consolidated balance sheet) of such Person and its Consolidated Subsidiaries plus the proportionate share of all Indebtedness (other than Contingent Liabilities not reflected on such Person’s consolidated balance sheet) of all non-Consolidated Subsidiaries of such Person as of such date, all on or as of such date and determined in accordance with GAAP, less (a) the amount of non-recourse Indebtedness owing pursuant to securitization transactions that are not issued or sponsored by Guarantor, Affiliates of Guarantor and/or Affiliates of Manager (e.g. commercial real estate CLOs (including, without limitation, any CMBS investments)) that result from the consolidation of “variable interest entities” under the requirements of the Accounting Standards Codification Section 810, as amended, modified or supplemented from time to time, and (b) the amount of any non-recourse Indebtedness owing pursuant to a financing or securitization transaction such as a REMIC securitization, a collateralized loan obligation transaction or any other similar transaction.”

2.            Effectiveness.  The effectiveness of this Amendment is subject to receipt by Buyer of the following:

(a)          Amendment.  This Amendment, duly executed and delivered by Seller and Buyer.

(b)          Fees.  Payment by Seller of the actual costs and expenses, including, without limitation, the reasonable fees and expenses of counsel to Buyer, incurred by Buyer in connection with this Amendment and the transactions contemplated hereby.

3.           Binding Effect; No Partnership; Counterparts.  The provisions of the Repurchase Agreement, as amended hereby, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Nothing herein contained shall be deemed or construed to create a partnership or joint venture between any of the parties hereto.  For the purpose of facilitating the execution of this Amendment as herein provided, this Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and such counterparts when taken together shall constitute but one and the same instrument.

4.            Further Agreements.  Seller agrees to execute and deliver such additional documents, instruments or agreements as may be reasonably requested by Buyer and as may be necessary or appropriate from time to time to effectuate the purposes of this Amendment.

5.            Governing Law.  The provisions of Section 18 of the Repurchase Agreement are incorporated herein by reference.

6.            Headings.  The headings of the sections and subsections of this Amendment are for convenience of reference only and shall not be considered a part hereof nor shall they be deemed to limit or otherwise affect any of the terms or provisions hereof.

7.           References to Transaction Documents.  All references to the Repurchase Agreement in any Transaction Document, or in any other document executed or delivered in connection therewith shall, from and after the execution and delivery of this Amendment, be deemed a reference to the Repurchase Agreement as amended hereby, unless the context expressly requires otherwise.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day first written above.

	BUYER:
	XXXXXX XXXXXXX BANK, N.A., a national banking
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Authorized Signatory

[Signature Page to First Amendment to Repurchase Agreement]

	SELLER:
	KREF LENDING IV LLC, a Delaware limited liability company
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Authorized Signatory

[Signature Page to First Amendment to Repurchase Agreement]