EX-10.9



 Exhibit 10.9 

AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT 

AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of March 13, 2015
(this “Amendment”), between PARLEX 5 FINCO, LLC, a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, 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). 

RECITALS 

WHEREAS, Seller and Buyer are parties to that certain Amended and Restated Master Repurchase and Securities Contract, dated
as of April 4, 2014 (as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase and Securities Contract, dated as of October 23, 2014; as amended hereby and as further amended, restated, supplemented or
otherwise modified and in effect from time to time, the “Repurchase Agreement”); 
 WHEREAS, Seller has
requested, and Buyer has agreed, to amend the Repurchase Agreement to extend the Funding Expiration Date and Blackstone Mortgage Trust, Inc. (“Guarantor”) agrees to make the acknowledgements set forth herein. 

Therefore, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller and Buyer hereby agree as follows: 
 SECTION 1. Amendments to Repurchase
Agreement. 
 (a)     The defined term “Funding Expiration Date” set forth in Article
2 of the Repurchase Agreement is hereby amended and restated in its entirety to read as follows: 
 “Funding
Expiration Date”: March 13, 2016; provided that, in the event that Seller requests an extension of the Funding Expiration Date, such request may be approved or denied by Buyer for any reason or for no reason, as determined in
Buyer’s sole and absolute discretion, and it is expressly acknowledged and agreed that Buyer has no obligation to consider or grant any such request. 

(b)     The following is hereby added as the new Section 18.26 of the Repurchase Agreement: 

“18.26 Wire Instructions. The wire instructions for all amounts due to Seller hereunder are as follows: account
number 483024227101 of Bank of America, account name “Blackstone Mortgage Trust, Inc.”, ABA # 026009593, and any modification to the foregoing requires a writing (including without limitation, a Confirmation) signed by two
(2) Responsible Officers of Seller.” 







 SECTION 2. Amendment Effective Date. This Amendment and its
provisions shall become effective on the date first set forth above (the “Amendment Effective Date”), which is the date that this Amendment was executed and delivered by a duly authorized officer of each of Seller, Buyer and
Guarantor, along with the delivery of such other documents as Buyer or counsel to Buyer reasonably requested including, without limitation, secretary certificates, customary opinions as to corporate matters and a bring down letter affirming the
legal opinion with respect to the applicability of Bankruptcy Code safe harbors provided to Buyer on October 23, 2014, each dated as of the Amendment Effective Date. 

SECTION 3. Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyer, as of the
Amendment Effective Date, that (i) it is in full compliance with all of the terms and provisions and its undertakings and obligations set forth in the Repurchase Agreement and each other Repurchase Document to which it is a party on its part to
be observed or performed, and (ii) no Default or Event of Default has occurred or is continuing. Seller hereby confirms and reaffirms its representations, warranties and covenants contained in each Repurchase Document to which it is a party.

 SECTION 4. Acknowledgments of Guarantor. Guarantor hereby acknowledges (a) the execution and delivery
of this Amendment and agrees that it continues to be bound by that certain Guarantee Agreement, dated as of March 13, 2014 (the “Guarantee Agreement”), made by Guarantor in favor of Buyer, notwithstanding the execution and
delivery of this Amendment and the impact of the changes set forth herein, and (b) that, as of the date hereof Buyer is in compliance with its undertakings and obligations under the Repurchase Agreement, the Guarantee Agreement and each of the
other Repurchase Documents. 
 SECTION 5. Limited Effect. Except as expressly amended and modified by this
Amendment, the Repurchase Agreement and each of the other Repurchase Documents shall continue to be, and shall remain, in full force and effect in accordance with their respective terms; provided, however, that upon the Amendment
Effective Date, each (x) reference therein and herein to the “Repurchase Documents” shall be deemed to include, in any event, this Amendment, (y) each reference to the “Repurchase Agreement” in any of the Repurchase
Documents shall be deemed to be a reference to the Repurchase Agreement, as amended hereby, and (z) each reference in the Repurchase Agreement to “this Agreement”, this “Repurchase Agreement”, this “Amended and Restated
Repurchase Agreement”, “hereof”, “herein” or words of similar effect in referring to the Repurchase Agreement shall be deemed to be references to the Repurchase Agreement, as amended by this Amendment. 

SECTION 6. 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. 

  
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 SECTION 7. Expenses. Seller and Guarantor agree to pay and
reimburse Buyer for all out-of-pocket costs and expenses incurred by Buyer in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and disbursements of Cadwalader, Wickersham &
Taft LLP, counsel to Buyer 
 SECTION 8. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS AMENDMENT. 
 [SIGNATURES FOLLOW] 

  
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 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:
  

PARLEX 5 FINCO, LLC, a Delaware limited liability company

		
	By:		/s/ Douglas Armer
			 Name: Douglas Armer
 Title: Managing
Director
           Head of Capital Markets










 
			
	 BUYER:
  

WELLS FARGO BANK, N.A., a national banking association

		
	By:		/s/ Allen Lewis
			 Name: Allen Lewis
 Title:
Director










 
			
	 With respect to the acknowledgments set forth in Section 4 herein:

 
 GUARANTOR:

 
 BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation

		
	By:		/s/ Douglas Armer
			 Name: Douglas Armer
 Title: Managing
Director, Head of Capital
           Markets and Treasurer