MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT among MORGAN STANLEY BANK, N.A. as Buyer and KREF LENDING IV LLC as SellerMaster Repurchase Agreement • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
This Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of December 6, 2016, and is made between MORGAN STANLEY BANK, N.A., as buyer (together with its successors and assigns, “Buyer”) and KREF Lending IV LLC, a Delaware limited liability company, as seller (“Seller”).
GUARANTEE AGREEMENTGuarantee Agreement • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
GUARANTEE AGREEMENT, dated as of October 21, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by KKR Real Estate Finance Holdings, L.P., a Delaware limited partnership (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”) and any of its parent, subsidiary or affiliated companies.
MASTER REPURCHASE AND SECURITIES CONTRACT by and betweenMaster Repurchase and Securities Contract • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of October 21, 2015 (this “Agreement”), is made by and between KREF LENDING I LLC, a Delaware limited liability company (as more specifically defined below, (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, “Buyer”). Seller and Buyer (each also a “Party”) hereby agree as follows:
GUARANTY AGREEMENTGuaranty Agreement • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
THIS GUARANTY AGREEMENT, dated as of December 6, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by KKR REAL ESTATE FINANCE HOLDINGS L.P., a Delaware limited partnership (“Guarantor”), in favor of MORGAN STANLEY BANK, N.A., a national banking association (together with its successors and assigns, “Buyer”). Any capitalized term utilized herein shall have the meaning as specified in the Repurchase Agreement (as defined below), unless such term is otherwise specifically defined herein.
AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT AND OMNIBUS AMENDMENT TO REPURCHASE DOCUMENTSMaster Repurchase and Securities Contract • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT AND OMNIBUS AMENDMENT TO REPURCHASE DOCUMENTS, dated as of February 4, 2016 (this “Amendment”), by and between KREF LENDING I, LLC, a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”), and, with respect only to Sections 1(b) and 1(c) hereof, agreed to and acknowledged by SITUS ASSET MANAGEMENT LLC (“Servicer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
FIRST AMENDMENT TO THE STOCKHOLDERS AGREEMENTStockholders Agreement • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
This FIRST AMENDMENT (this “Amendment”) to the Stockholders Agreement (defined below), is dated as of September 28, 2016, and amends the Stockholders Agreement, dated as of March 29, 2016, among KKR Real Estate Finance Trust Inc., a Maryland corporation (“KREF”), KKR Real Estate Finance Manager LLC, a Delaware limited liability company (“KKR Manager”), KKR Fund Holdings L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Fund Holdings”) and the Stockholders set forth on the signature pages thereto (the “Stockholders Agreement”).
REGISTRATION RIGHTS AGREEMENT by and among KKR REAL ESTATE FINANCE TRUST INC. and the other parties hereto Dated as of March 29, 2016Registration Rights Agreement • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of March 29, 2016 and is by and between KKR Real Estate Finance Trust Inc., a Maryland corporation (the “Company”), and the Investors (as defined below).
AMENDED AND RESTATED INVESTMENT AGREEMENT Dated October 8, 2015Investment Agreement • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED INVESTMENT AGREEMENT is made and entered into on October 8, 2015 (as amended, supplemented or modified from time to time, this “Agreement”) by and among KKR Real Estate Finance Trust Inc., a Maryland corporation, KKR Real Estate Finance Holdings L.P., a Delaware limited partnership, SteepRock Capital II LLC, a Delaware limited liability company, and REFH SR Mezz LLC, a Delaware limited liability company.
AMENDMENT NO. 2 TO MASTER REPURCHASE AND SECURITIES CONTRACT, GUARANTEE AGREEMENT, SERVICING AGREEMENT AND CUSTODIAL AGREEMENTMaster Repurchase and Securities Contract, Guarantee Agreement, Servicing Agreement and Custodial Agreement • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
AMENDMENT NO. 2 TO MASTER REPURCHASE AND SECURITIES CONTRACT, GUARANTEE AGREEMENT, SERVICING AGREEMENT AND CUSTODIAL AGREEMENT, dated as of September 9, 2016 (this “Amendment”), between and among KREF LENDING I LLC, a Delaware limited liability company (“Seller”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”), KKR REAL ESTATE FINANCE HOLDINGS, L.P., a Delaware limited partnership (“Guarantor”), SITUS ASSET MANAGEMENT LLC, a Delaware limited liability company (“Servicer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Custodian (“Custodian”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
SECOND AMENDMENT TO THE STOCKHOLDERS AGREEMENTStockholders Agreement • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
This SECOND AMENDMENT (this “Amendment”) to the Stockholders Agreement (defined below), is dated as of January 9, 2017, and amends the Stockholders Agreement, dated as of March 29, 2016, among KKR Real Estate Finance Trust Inc., a Maryland corporation (“KREF”), KKR Real Estate Finance Manager LLC, a Delaware limited liability company (“KKR Manager”), KKR Fund Holdings L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Fund Holdings”) and the Stockholders set forth on the signature pages thereto (as amended by the First Amendment dated as of September 29, 2016, the “Stockholders Agreement”).
LIMITED GUARANTYLimited Guaranty • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
This LIMITED GUARANTY (this “Guaranty”) is made and entered into by KKR REAL ESTATE FINANCE HOLDINGS L.P., a Delaware limited partnership, whose address is 9 West 57th Street, Suite 4200, New York, NY 10019 (“Guarantor”), for the benefit of GOLDMAN SACHS BANK USA, whose address is 200 West Street, 7th Floor, New York, New York 10282 (“Buyer”) on this September 30, 2016.
STOCKHOLDERS AGREEMENT Dated as of March 29, 2016Stockholders Agreement • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
THIS STOCKHOLDERS AGREEMENT is made and entered into on this 29th day of March, 2016 (as amended, supplemented or modified from time to time, this “Agreement”) by and among KKR Fund Holdings L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Fund Holdings”), the Stockholders (as defined below) (together with “Fund Holdings”, each an “Investor”), with respect to all provisions herein other than Article III, KKR Real Estate Finance Trust Inc., a Maryland corporation (“KREF”), and solely for purposes of Section 4.04 and Section 4.05(l), KKR Real Estate Finance Manager LLC, a Delaware limited liability company (“KKR Manager”).
GUARANTEE AGREEMENTGuarantee Agreement • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
Pursuant to that certain Master Repurchase Agreement, dated as of October 15, 2015 (as amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), between Buyer and KREF LENDING II LLC (“Seller”), Seller has agreed to sell, from time to time, to Buyer certain Eligible Assets (as defined in the Repurchase Agreement, upon purchase by Buyer, each a “Purchased Asset” and, collectively, the “Purchased Assets”), upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement dated October 15, 2015 (the “Custodial Agreement”) by and among Buyer, Seller and Wells Fargo Bank, National Association (the “Custodian”), Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Custodial Agreement, as Custodian of Buyer and any future purchaser, on several delivery dates, in accordance with the terms and conditions of the Custodial Agreement. Pursuan
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
This FIRST AMENDMENT (this “Amendment”) to the Registration Rights Agreement (defined below), is dated as of September 28, 2016, and amends the Registration Rights Agreement, dated as of March 29, 2016, among KKR Real Estate Finance Trust Inc., a Maryland corporation (the “Company”), KKR Fund Holdings L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Fund Holdings”) and the other Investors set forth on the signature pages thereto (the “Registration Rights Agreement”).
MASTER REPURCHASE AGREEMENT Dated as of September 30, 2016 among KREF LENDING III LLC AND KREF LENDING III TRS LLC as Sellers, and GOLDMAN SACHS BANK USA, as BuyerMaster Repurchase Agreement • March 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
This MASTER REPURCHASE AGREEMENT, dated as of September 30, 2016, is by and among KREF LENDING III LLC, a Delaware limited liability company (together with its successors and permitted assigns, “QRS Seller”), KREF LENDING III TRS LLC, a Delaware limited liability company (together with its successors and permitted assigns, “TRS Seller”; together with QRS Seller, the “Sellers” and each a “Seller”) and GOLDMAN SACHS BANK USA, a New York chartered bank (together with its successors and permitted assigns, “Buyer”).
