EX-10.10




 Exhibit 10.10 

EXECUTION VERSION 

SECOND AMENDMENT TO 

FEE LETTER AND SECOND AMENDMENT TO MASTER REPURCHASE 

AGREEMENT 
 THIS
SECOND AMENDMENT TO FEE LETTER AND SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated August 5, 2021 (this “Amendment”), is entered into by and between FS CREIT FINANCE BB-1
LLC, a limited liability company organized under the laws of the State of Delaware (“Seller”), and BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor
thereto, “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Fee Letter (as defined below), and if not defined therein, in the Master Repurchase Agreement (as
defined below). 
 RECITALS 

WHEREAS, Purchaser and Seller are parties to that certain Master Repurchase Agreement, dated as of February 22, 2021, as amended
by the First Amendment to Master Repurchase Agreement, dated as of May 20, 2021 (the “Existing Repurchase Agreement” and, as amended by this Amendment, and as hereafter further amended, modified, restated, replaced, waived,
substituted, supplemented or extended from time to time, the “Master Repurchase Agreement”); 
 WHEREAS, in
connection with the Master Repurchase Agreement, Seller and Purchaser are parties to that certain Fee Letter, dated as of February 22, 2021, as amended by the First Amendment to Fee Letter, dated as of July 30, 2021 (the “Existing
Fee Letter” as further amended by this Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Fee Letter”); and 

WHEREAS, the parties hereto desire to make certain amendments and modifications to the Existing Repurchase Agreement and the Existing
Fee Letter. 
 NOW THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 
 ARTICLE 1 

AMENDMENTS TO THE REPURCHASE AGREEMENT 

Article 2 of the Existing Repurchase Agreement is hereby amended by amending and restating the following definition in its appropriate
alphabetical order: 
 “Maximum Facility Purchase Price” shall mean $450,000,000. 

 











 ARTICLE 2 

AMENDMENTS TO THE FEE LETTER 

Section 1 of the Existing Fee Letter is hereby amended by deleting the definition of “Maximum Facility Purchase Price” in its
entirety. 
 ARTICLE 3 

REPRESENTATIONS 
 Seller
represents and warrants to Purchaser, as of the date of this Amendment, as follows: 
 (a) all representations and warranties made by it in
the Existing Repurchase Agreement (other than those contained in Article 10(w), which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any
such representations and warranties with actual knowledge that they were materially false or misleading at the time made; or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to
be materially false or misleading on a regular basis) are true, correct and complete in all material respects with the same force and effect as if made on and as of the date hereof, except to the extent any such representation and warranty expressly
refers to a prior date; 
 (b) it is duly authorized to execute and deliver this Amendment and has taken all necessary action to authorize
such execution, delivery and performance; 
 (c) the person signing this Amendment on its behalf is duly authorized to do so on its behalf;

 (d) the execution, delivery and performance of this Amendment will not violate any Requirement of Law applicable to it or its
organizational documents or any agreement by which it is bound or by which any of its assets are affected; and 
 (e) this Amendment has been
duly executed and delivered by it. 
 ARTICLE 4 

CONDITIONS PRECEDENT 
 The
effectiveness of this Amendment is subject to the delivery to Purchaser of the following: 
 (a) this Amendment, duly completed and executed
by each of the parties hereto; and 
 (b) a reaffirmation agreement executed by FS Credit Real Estate Income Trust, Inc., a Maryland
corporation, in the form and substance reasonably acceptable to Purchaser, reaffirming the terms of that certain Guaranty, dated as of February 22, 2021 (as amended, restated supplemented or otherwise modified from time to time, the
“Guaranty”), and acknowledging that the terms of the Guaranty remain in full force and effect; 

  
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 (c) bring-down of the opinions delivered by counsel to Seller and Guarantor on the Closing
Date in form and substance reasonably acceptable to Purchaser; and 
 (d) for Seller and Guarantor, good standing certificates dated within
fourteen (14) calendar days prior to the effective date of this Amendment, certified true and complete copies of organizational documents and certified true, correct and complete copies of resolutions (or similar authority documents) with
respect to the execution, delivery and performance of this Amendment and each other document to be delivered by such party from time to time in connection herewith, in each case included in a certificate delivered by an officer of Guarantor. 

ARTICLE 5 
 EXPENSES

 Seller shall pay on demand all of Purchaser’s reasonable
out-of-pocket costs and expenses, including reasonable fees and expenses of attorneys, incurred in connection with the preparation, negotiation, execution and
consummation of this Amendment. 
 ARTICLE 6 

GOVERNING LAW 

THIS AMENDMENT (AND ANY CLAIM OR CONTROVERSY HEREUNDER) SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 
 ARTICLE 7 

MISCELLANEOUS 
 (a)
Except as expressly amended or modified hereby, the Transaction Documents shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed. All references to the Transaction Documents shall be deemed to mean
the Transaction Documents as modified by this Amendment. 
 (b) This Amendment may be executed in counterparts, each of which so executed
shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment in electronic format shall be as effective as
delivery of a manually executed original counterpart of this Amendment. 

  
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 (c) The headings in this Amendment are for convenience of reference only and shall not
affect the interpretation or construction of this Amendment. 
 (d) This Amendment may not be amended or otherwise modified, waived or
supplemented except as provided in the Master Repurchase Agreement. 
 (e) This Amendment contains a final and complete integration of all
prior expressions by the parties with respect to the subject matter hereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings. 

(f) This Amendment and the Fee Letter, and this Amendment and the Master Repurchase Agreement, as applicable, in each case, together constitute
a single Transaction Document. 
 [SIGNATURES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed, as of
the date first above written. 
  

			
	PURCHASER:
	
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Francis X. Gilhool

		 	Name: Francis X. Gilhool
		 	Title: Authorized Signatory


 [SIGNATURE CONTINUES ON FOLLOWING PAGES] 

  
 Barclays–FS CREIT
– Second Amendment to Fee Letter and Second Amendment to Master Repurchase Agreement 












 
			
	SELLER:
	
	FS CREIT FINANCE BB-1 LLC
		
	By:	 	 /s/ Edward T. Gallivan, Jr.

		 	Name: Edward T. Gallivan, Jr.
		 	Title: Chief Financial Officer



  
 Barclays–FS CREIT
– Second Amendment to Fee Letter and Second Amendment to Master Repurchase Agreement