EX-10.2




 Exhibit 10.2 

Execution Version 

SECOND AMENDMENT TO 

GUARANTY 
 THIS
SECOND AMENDMENT TO GUARANTY, dated as of June 7, 2022 (this “Amendment”), is entered into by and between FS CREDIT REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“Guarantor”), and
BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (together with its successors and assigns, “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the
meanings given to such terms in the Guaranty (as defined below). 
 RECITALS 

WHEREAS, Purchaser and FS CREIT Finance BB-1 LLC (“Seller”) are parties to
that certain Master Repurchase Agreement, dated as of February 22, 2021, by and between Purchaser and Seller, as amended by the First Amendment to Master Repurchase Agreement, dated as of May 20, 2021, as further amended by the Second
Amendment to Fee Letter and Second Amendment to Repurchase Agreement, dated as of August 5, 2021, as further amended by the Third Amendment to Master Repurchase Agreement, dated as of October 7, 2021, as further amended by the Fourth
Amendment to Master Repurchase Agreement, dated as of January 18, 2022, as further amended by the Fifth Amendment to Master Repurchase Agreement, dated February 16, 2022, and as further amended by the Sixth Amendment to Master Repurchase
Agreement, dated as of the date hereof (as so amended, and as 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, Guarantor made that certain Guaranty, dated as of February 22, 2021,
for the benefit of Purchaser, as amended by the First Amendment to Guaranty, dated as of December 17, 2021 (the “Existing Guaranty” and, as amended by this Amendment, and as hereafter further amended, modified, restated,
replaced, waived, substituted, supplemented or extended from time to time, the “Guaranty”); and 
 WHEREAS, the
parties hereto desire to make certain amendments and modifications to the Existing Guaranty. 
 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 GUARANTY 
 The final paragraph of Article V(i) of the Existing Guaranty is hereby amended by adding the following sentence
to the end thereof: 
 In no event shall this Article V(i) extend to (i) any credit facility or other financing
arrangement entered into by Guarantor or Holdings Transferor (and under which Guarantor or Holdings Transferor is a borrower or issuer, as the case may be), nor (ii) any broadly syndicated commercial real estate collateralized loan obligation
transaction under which Guarantor or any of Guarantor’s Subsidiaries are party, nor (iii) in the case of any transaction described in the foregoing clauses (i) or (ii), any covenants thereunder. 











 ARTICLE 2 

REPRESENTATIONS 

Guarantor 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 Guaranty 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 3 

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 4 

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). 

  
 2 












 ARTICLE 5 

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. 
 (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 Guaranty. 
 (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 Existing Guaranty, as amended hereby, are a single Transaction Document. 

[SIGNATURES FOLLOW] 

  
 3 












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

			
	BARCLAYS BANK PLC, as Purchaser
		
	By:	 	/s/ Francis X. Gilhool
		 	 Name: Francis X. Gilhool
 Title: Authorized
Signatory



 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 

  
 Barclays–FS CREIT
– Second Amendment to Guaranty 












 
			
	FS CREDIT REAL ESTATE INCOME TRUST, INC.,     as Guarantor
		
	By:	 	/s/ Edward T. Gallivan, Jr.
		 	Name: Edward T. Gallivan Jr.
		 	Title: Chief Financial Officer



  
 Barclays–FS CREIT
– Second Amendment to Guaranty