FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT

FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT dated as of November 30, 2012 (this “Amendment”), by and among NSREIT CB LOAN, LLC, a Delaware limited liability company (“Seller”), NORTHSTAR REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“Guarantor”), and CITIBANK, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below).

RECITALS

WHEREAS, Seller and Buyer are parties to that certain Master Repurchase Agreement, dated as of July 18, 2012 (as amended by this Amendment and as the same may be further amended, supplemented, or otherwise modified from time to time, the “MRA”);

WHEREAS, Seller, Buyer and Guarantor wish to amend the MRA as more particularly set forth herein.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and Guarantor hereby agree as follows:

SECTION 1.        Amendment to Master Repurchase Agreement.  The following definitions in Section 2 of the MRA are hereby deleted in their entirety and the following corresponding definitions are substituted therefor:

“Facility Amount” shall mean $100,000,000.

“Required Liquidity Amount” shall mean the amount set forth in the right hand column below determined based upon the aggregate outstanding Purchase Price from time to time set forth in the left hand column below:

Outstanding Purchase Prices  ($MM)		Required Liquidity Amount  ($MM)
0-15		3.75
>15-35		6.25
>35-50		7.50
>50-65		9.25
>65-70		12.00
>70-85		13.50
>85-100		15.00

SECTION 2.        Omnibus Amendment to Transaction Documents.  Any references to the MRA in the Transaction Documents shall hereinafter refer to the MRA as modified by this Amendment.

SECTION 3.        Reaffirmation of Guaranty.  Guarantor and Seller hereby acknowledge and agree that, as a condition to its execution and delivery of this Amendment, Buyer has required that, among other things, Guarantor reaffirms all of the covenants, representations, warranties and indemnities made by Guarantor in the Guaranty and the Non-Recourse Carve Out Guaranty pursuant to a Reaffirmation of Guaranty attached hereto as Exhibit A (the “Reaffirmation”).

SECTION 4.        Conditions Precedent.  This Amendment and its provisions shall become effective on the first date on which all of the following conditions precedent are satisfied:  (i) execution and delivery of this Amendment by a duly authorized officer of each of Seller, Buyer and Guarantor; (ii) execution and delivery of the Reaffirmation attached hereto as Exhibit A by Guarantor; (iii) payment by Seller to Buyer of the amount contemplated in that certain Fee Letter, dated as of the date hereof, by and between Seller and Buyer and (iv) Seller’s payment of Buyer’s reasonable out of pocket expenses (including reasonable legal fees).

SECTION 5.        Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.

SECTION 6.        GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PRINCIPALS.

SECTION 7.        Confidentiality.  Buyer and Seller hereby acknowledge and agree that all information regarding the terms set forth in this Amendment, any of the Transaction Documents, or the transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party without the prior written consent of such other party except to the extent that (i) it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state laws, (ii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant or (iii) such information is disclosed in connection with an assignment of or participation in the MRA and the party to whom such information is disclosed agrees to retain the information received by it as confidential.  Notwithstanding the foregoing or anything to the contrary contained herein or in any other Transaction Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the Transactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment.

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2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

	Seller:
	NSREIT CB LOAN, LLC,
	a Delaware limited liability company
		By:	NorthStar Real Estate Income Trust Operating Partnership, L.P., a Delaware limited partnership, its sole equity member
			By:	NorthStar Real Estate Income Trust, Inc., a Maryland corporation, its general partner
				By:	/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: President & Chief Investment Officer

[signatures continued on next page]

	Guarantor:
		NORTHSTAR REAL ESTATE INCOME TRUST, INC., a Maryland corporation
		By:	/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: President & Chief Investment Officer

[signatures continued on next page]

	Buyer:
	CITIBANK, N.A.
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory