FS Credit Real Estate Income Trust, Inc. 8-K


 


Exhibit 10.1


 


AMENDMENT NO. 4 TO MASTER REPURCHASE AND
SECURITIES CONTRACT


AMENDMENT NO. 4
TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of August 1, 2019 (this “Amendment”), between and among
FS CREIT FINANCE WF-1 LLC, a Delaware limited liability company (“Seller”), FS CREDIT REAL ESTATE
INCOME TRUST, INC., a Maryland corporation (“Guarantor”) 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 Master Repurchase and Securities Contract, dated as of August 30, 2017 (as amended by (i) Amendment
No. 1 to Master Repurchase and Securities Contract, dated as of April 26, 2018, between and among Seller, Buyer and Guarantor,
(ii) Amendment No. 2 to Master Repurchase and Securities Contract, dated as of July 24, 2018, between and among Seller,
Buyer and Guarantor, (ii) Amendment No. 3 to Master Repurchase and Securities Contract, dated as of November 30, 2018,
between and among Seller, Buyer and Guarantor, (iv) this Amendment, and as further amended, restated, supplemented or otherwise
modified and in effect from time to time, the “Repurchase Agreement”);


WHEREAS, in connection
with the Repurchase Agreement, Guarantor executed and delivered to Buyer that certain Guarantee Agreement, dated as of August 30,
2017 (as amended pursuant to the terms of Amendment No. 1 to Guarantee Agreement, dated as of April 26, 2018, by and between
Guarantor and Buyer (the “Guarantee Amendment”) and as further amended, restated, supplemented or otherwise
modified and in effect from time to time, the “Guarantee Agreement”); and


WHEREAS, Seller and
Buyer have agreed to further amend certain provisions of the Repurchase Agreement in the manner set forth herein, and Guarantor
hereby 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,
Buyer and Guarantor hereby agree as follows:


SECTION 1.


Repurchase
Agreement Amendments.


(a)       The
first full sentence of the defined term “Maximum Amount”, as set forth in Article 2 of the Repurchase
Agreement, is hereby amended and restated in its entirety to read as follows:


$150,000,000
unless and until Seller elects to exercise, and Buyer approves the Upsize Option in Buyer’s sole discretion in accordance
with all of the terms and conditions of Section 3.06(c), upon which election and approval the Maximum Amount shall
be increased up to $200,000,000 pursuant to the terms of such approval.


(b)       The
first four full sentences of Section 3.06(c) of the Repurchase Agreement are hereby amended and restated in their entirety
to read as follows:


Seller may request
one increase of the Maximum Amount. Such increase, if requested, shall be for an increase of the Maximum Amount from $150,000,000
to $200,000,000, and such request shall propose an effective date for the requested increase that is no later than the last day
of the Funding Period. Such request for an increase of the Maximum Amount (an “Upsize Option”), shall be effected
by delivery of written notice to Buyer.


 




    	 



    	 



    

SECTION 2.


Conditions
Precedent. This Amendment and its provisions shall become effective on the first date (the “Amendment Effective Date”)
on which this Amendment is executed and delivered by a duly authorized officer of each of Seller, Buyer and Guarantor, along with
such other documents as Buyer or counsel to Buyer may reasonably request.


SECTION 3.


Representations,
Warranties and Covenants. Each of Seller and Guarantor hereby represents and warrants to Buyer, as of the date hereof and as
of the Amendment Effective Date, that (i) it is in full compliance with all of the terms and provisions set forth in each
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. Each of Seller and Guarantor hereby confirms and reaffirms its representations, warranties and covenants
contained in each Repurchase Document to which it is a party.


SECTION 4.


Acknowledgements
of Seller. Seller hereby acknowledges that (a) Buyer is in compliance with its undertakings and obligations under the Repurchase
Agreement and the other Repurchase Documents, and (b) Seller has no defenses, counterclaims or set-offs with respect to any of
its obligations under any of the Repurchase Documents.


SECTION 5.


Acknowledgments
of Guarantor. Guarantor hereby acknowledges (a) the execution and delivery of this Amendment and agrees that it continues to
be bound by the Guarantee Agreement to the extent of the Guaranteed Obligations (as defined therein), and (b) that Buyer is in
compliance with its undertakings and obligations under the Repurchase Agreement, the Guarantee Agreement and each of the other
Repurchase Documents.


SECTION 6.


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”, “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 7.


No
Novation, Effect of Agreement.  The parties hereto have entered into this Amendment solely to amend the terms of the Repurchase
Agreement and do not intend this Amendment or the transactions contemplated hereby to be, and this Amendment and the transactions
contemplated hereby shall not be construed to be, a novation of any of the obligations owning by Seller, Guarantor or any of their
respective Affiliates (the “Repurchase Parties”) under or in connection with the Repurchase Agreement or any
of the other Repurchase Documents.  It is the intention of each of the parties hereto that (i) the perfection and priority
of all security interests securing the payment of the Repurchase Obligations of the Repurchase Parties under the Repurchase Agreement
are preserved, (ii) the liens and security interests granted under the Repurchase Agreement continue in full force and effect,
and (iii) any reference to the Repurchase Agreement in any such Repurchase Document shall be deemed to also reference this Amendment.


 




    	 



    	 



    

SECTION 8.


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.


SECTION 9.


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 10.


GOVERNING
LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT,
THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW.


[SIGNATURES FOLLOW]


 




    	 



    	 



    

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:
	 	 
	 	 
	 	FS CREIT FINANCE WF-1, LLC, a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Edward T. Gallivan, Jr. 
	 	 	Name:  Edward T. Gallivan, Jr.
	 	 	Title:  Chief Financial Officer
	 	 
	 	 
	 	GUARANTOR:
	 	 
	 	 
	 	FS CREDIT REAL ESTATE INCOME TRUST INC., a Maryland corporation
	 	 
	 	 
	 	By:	/s/ Edward T. Gallivan, Jr.
	 	 	Name:  Edward T. Gallivan, Jr.
	 	 	Title:  Chief Financial Officer


 


 




    	 



    	 



    



 





	 	BUYER:
	 	 
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
	 	 
	 	 
	 	By:	/s/ Michael P. Duncan
	 	 	Name: Michael P. Duncan
	 	 	Title: Director