EX-10.18



 EXHIBIT 10.18 

FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT 

FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of October 8, 2013 (this “Amendment”), by and between NS INCOME
DB LOAN, LLC, a Delaware limited liability company (“Master Seller”), and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”), and acknowledged and agreed to by NS INCOME DB
LOAN MEMBER, LLC, a Delaware limited liability company (“Member”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as hereinafter defined). 

RECITALS 
 WHEREAS, Master
Seller and Buyer are parties to that certain Master Repurchase Agreement, dated as of March 11, 2013 (as amended, modified and/or restated, the “Repurchase Agreement”), between Master Seller and Buyer; 

WHEREAS, NorthStar Real Estate Income Trust, Inc., a Maryland corporation, and NorthStar Real Estate Income Trust Operating Partnership, LP, a
Delaware limited partnership (collectively, “Sponsor”), guaranteed the obligations of Seller under the Repurchase Agreement and the other Transaction Documents pursuant to that certain Limited Guaranty, dated as of March 11,
2013 (as amended, modified and/or restated, the “Guaranty”), from Sponsor to Buyer; 
 WHEREAS, Member guaranteed the
obligations of Seller under the Repurchase Agreement and the other Transaction Documents pursuant to that certain Member Guaranty, dated as of March 11, 2013 (as amended, modified and/or restated, the “Member Guaranty”), from
Member to Buyer; and 
 WHEREAS, Master Seller, on behalf of itself and each Series Seller that is a party to a Transaction under the
Repurchase Agreement as of the date hereof, and Buyer wish to amend and modify the Repurchase Agreement upon the terms and conditions hereinafter set forth. 

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Master Seller, on behalf of itself and each Series Seller that is a party to a Transaction under the Repurchase Agreement as of the date hereof, and Buyer hereby agree that the Repurchase Agreement shall be amended and modified as
follows: 
 1. Mandatory Amortization. Section 4(a) of the Repurchase Agreement is hereby deleted in its entirety and replaced
with the following: 
 “(a) Upon the occurrence and during the continuance of a Credit Event with respect to any
Purchased Loan, Buyer shall determine the Maximum Repurchase Price of such Purchased Loan on each Business Day during the existence of a Credit Event, and shall determine the amount, if any, by which (i) the Repurchase Price (excluding Price
Differential) exceeds (ii) such Maximum Repurchase Price for such Purchased Loan (a “Mandatory Amortization Amount”).” 
  







 2. Amendment of Transaction Documents. From and after the date hereof, all references in
the Repurchase Agreement to “this Agreement” and all references in the other Transaction Documents to “the Repurchase Agreement” shall be deemed to refer to the Repurchase Agreement as amended and modified by this Amendment and
as same may be further amended, modified and/or restated. 
 3. Due Authority. Each of Master Seller, on behalf of itself and each
Series Seller that is a party to a Transaction under the Repurchase Agreement as of the date hereof, Sponsor and Member hereby represents and warrants to Buyer that, as of the date hereof, (i) it has the power to execute, deliver and
perform its respective obligations under this Amendment, (ii) this Amendment has been duly executed and delivered by it for good and valuable consideration, and constitutes its legal, valid and binding obligation enforceable against it
in accordance with its terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles, and (iii) neither the execution and delivery of this Amendment, nor the consummation
by it of the transactions contemplated by this Amendment, nor compliance by it with the terms, conditions and provisions of this Amendment will conflict with or result in a breach of any of the terms, conditions or provisions of (A) its
organizational documents, (B) any contractual obligation to which it is now a party or the rights under which have been assigned to it or the obligations under which have been assumed by it or to which its assets are subject or
constitute a default thereunder, or result thereunder in the creation or imposition of any lien upon any of its assets, other than pursuant to this Amendment, (C) any judgment or order, writ, injunction, decree or demand of any court
applicable to it, or (D) any applicable Requirement of Law, in the case of clauses (A)-(C) above, to the extent that such conflict or breach is reasonably likely to result in a Material Adverse Effect. 

4. Counterparts. This Amendment may be executed by each of the parties hereto in 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. 
 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. 
 6. Reaffirmation of Guaranty and
Member Guaranty. Sponsor acknowledges the amendments and modifications of the Repurchase Agreement pursuant to this Amendment and hereby ratifies and reaffirms all of the terms, covenants and conditions of the Guaranty and agrees that the
Guaranty remains unmodified and in full force and effect and enforceable in accordance with its terms. Member acknowledges the amendments and modifications of the Repurchase Agreement pursuant to this Amendment and hereby ratifies and reaffirms all
of the terms, covenants and conditions of the Member Guaranty and agrees that the Member Guaranty remains unmodified and in full force and effect and enforceable in accordance with its terms. 

7. Repurchase Agreement and Transaction Documents in Full Force and Effect. Except as expressly amended hereby, Master Seller, on behalf
of itself and each Series Seller that is a party to a Transaction under the Repurchase Agreement as of the date hereof, Sponsor and 

  
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Member acknowledge and agree that all of the terms, covenants and conditions of the Repurchase Agreement and the other Transaction Documents remain unmodified and in full force and effect and are
hereby ratified and confirmed in all respects. 
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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. 
  

			
	BUYER:
	
	DEUTSCHE ANK AG, CAYMAN ISLANDS BRANCH
		
	By:	 	 /s/ Dean Aotani

		 	Name: Dean Aotani
		 	Title: Managing Director
		
	By:	 	 /s/ Christine Belbusti

		 	Name: Christine Belbusti
		 	Title: Director


  

									
	MASTER SELLER:
	
	NS INCOME DB LOAN, LLC, a Delaware limited liability company
		
	By:	 	NS Income DB Loan Member, LLC, a Delaware
		 	limited liability company, its sole member
			
		 	By:	 	NorthStar Real Estate Income Trust
		 		 	Operating Partnership, LP, a Delaware
		 		 	limited partnership, its sole member
				
		 		 	By:	 	NorthStar Real Estate Income
		 		 		 	Trust, Inc., a Maryland
		 		 		 	corporation, its general partner
					
		 		 		 	By:	 	 /s/ Daniel R. Gilbert

		 		 		 		 	Name: Daniel R. Gilbert
		 		 		 		 	Title: Chief Executive Officer


 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 








					
	ACKNOWLEDGED AND AGREED TO
	AS OF OCTOBER 8, 2013:
	
	SPONSOR:
	
	NORTHSTAR REAL ESTATE INCOME
	TRUST, INC., a Maryland corporation
		
	By:	 	 /s/ Daniel R. Gilbert

		 	Name: Daniel R. Gilbert
		 	Title: Chief Executive Officer
	
	NORTHSTAR REAL ESTATE INCOME
	TRUST OPERATING PARTNERSHIP, LP, a
	Delaware limited partnership
		
	By:	 	NorthStar Real Estate Income Trust, Inc., a
		 	Maryland corporation, its general partner
			
		 	By:	 	 /s/ Daniel R. Gilbert

		 		 	Name: Daniel R. Gilbert
		 		 	Title: Chief Executive Officer
	
	MEMBER:
	
	NRFC DB LOAN MEMBER, LLC,
	a Delaware limited liability company
		
	By:	 	NRFC Sub-REIT Corp., a
		 	Maryland corporation, its sole member
		
	By:	 	 /s/ Daniel R. Gilbert

		 	Name: Daniel R. Gilbert
		 	Title: Chief Investment & Operating Officer