Exhibit 10.33

    

     

      

    FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT

    

    

    THIS FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of December 24, 2019, by and
      among MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“Administrative Agent”), MORGAN STANLEY BANK, N.A., LIBERTY MUTUAL INSURANCE COMPANY, PEERLESS INSURANCE COMPANY, AMERICAN GENERAL LIFE INSURANCE COMPANY, NATIONAL UNION FIRE INSURANCE
      COMPANY OF PITTSBURGH, PA., EAST WEST BANK and MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD LOS ANGELES BRANCH (collectively, “Buyer”) and KREF LENDING V LLC (“Seller”), amends that certain Master Repurchase and Securities Contract Agreement,
      dated June 27, 2019 by and among Administrative Agent, Buyer and Seller (as amended, modified and/or restated from time to time, collectively, the “Repurchase Agreement”).

     

    RECITALS

     

    WHEREAS, the parties hereto desire to make certain amendments to the Repurchase Agreement as provided herein.

     

    NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as follows:

     

    1.           Amendment to the Repurchase Agreement.

     

    (a)        The definition of “Facility Amount” is hereby amended and
        restated in its entirety as follows:

     

    “Facility Amount” shall mean, as of any date of determination, the lesser of (i) $900,000,000 (as the same may be increased in accordance with Section
        9(c)) (ii) the product of (a) the aggregate principal balance of the Purchased Assets as of such date (assuming all future funding under such Purchased Assets has been fully drawn) multiplied by (b) the Maximum Purchase Price
      Percentage, as such amount in clause (i) or (ii) may be reduced in accordance with Section 9(b) of this Agreement.

     

    (b)        The heading of Section 9 is hereby amended and
        restated in its entirety as follows: “EXTENSION OF FACILITY TERMINATION DATE; MODIFICATION OF FACILITY AMOUNT”.

     

    (c)        A new Section 9(c) is hereby added to the Repurchase
        Agreement and shall read in its entirety as follows:

     

    “(c)       Seller shall have a
        one-time right to request an increase in the Facility Amount by up to $150,000,000.00 by written notice to the Administrative Agent; provided that (i) no Default or Event of Default shall be continuing at the time of such request or on the
        effective date of such

     

    
      
        


    

    increase, (ii) all of the Buyers provide their prior written consent to such increase, and (iii) no Buyer shall be under any obligation to increase
      its individual commitment hereunder and any decision whether to increase its commitment shall be in such Buyer’s sole and absolute discretion.  Any increase in the Facility Amount pursuant to this Section
        9(c) shall be subject to such pricing terms and such other terms and conditions as Administrative Agent and all Buyers shall determine in their respective sole and absolute discretion which are acceptable to Seller
      in its sole and absolute discretion.”

     

    2.           Defined Terms. Capitalized terms used but not
        defined herein shall have the meanings set forth in the Repurchase Agreement.

     

    3.           Ratification and Authority.

     

    (a)        Seller hereby represents and warrants that Seller has the
        power and authority to enter into this Amendment and to perform its obligations under the Repurchase Agreement as amended hereby.

     

    (b)        Administrative Agent hereby
        represents and warrants that (i) this Amendment and the Repurchase Agreement, as amended by this Amendment, is binding on each Buyer and (ii) no consent of any Person is required for Administrative Agent to execute and deliver this Amendment that
        has not been obtained..

     

    (c)        Guarantor,

        by its signature below, hereby approves and consents to the execution by Seller of this Amendment and the modifications to the Repurchase Agreement effected thereby.

     

    4.           Continuing Effect.    Except as expressly
        amended by this Amendment, the Repurchase Agreement, the Guaranty and the other Transaction Documents remain in full force and effect in accordance with their respective terms.  This Amendment shall not constitute a novation of any Transaction
        Document but shall constitute modifications thereof.

     

    5.           References to Transaction Documents.     All
        references to the Repurchase Agreement in any Transaction Document, or in any other document executed or delivered in connection therewith shall, from and after the execution and delivery of this Amendment, be deemed a reference to the Repurchase
        Agreement as amended hereby, unless the context expressly requires otherwise.

     

      

    
      
        


    

    6.           Governing Law.   This Amendment shall be
        governed by and construed and interpreted in accordance with the laws of the State of New York without giving effect to the conflict of law principles thereof, except for Sections 5-1401 of the General Obligations Law of the State of New York.

     

    7.           Counterparts.    This Amendment may be executed
        in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which 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.

     

      

    [Signatures appear on the next page.]

     

    

    
      
        


    

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered in their names as of the date first above written.

     

    	 	
            ADMINISTRATIVE AGENT:

          
	 	 
	 	
            MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC,

          
	 	
            a New York limited liability company, as Administrative Agent on behalf of Buyer

          
	 	 


    	 	
            By:

          	
            /s/ Anthony Preisano

          


    	 	
            Name:

          
	 	
            Title:

          


    

    

    [Signatures continue on following page]

     

    
      
        


    

    	 	
            BUYER:

          
	 	 
	 	
            MORGAN STANLEY BANK, N.A., a national banking association

          
	 	 
	 	
            By:

          	
            /s/ Matthieu Milgrom

          
	 	
            Name:

          	
            Matthieu Milgrom

          
	 	
            Title:

          	
            Authorized Signatory

          


     

    
      
        


    

    	 	
            BUYER:

          
	 	 
	 	
            AMERICAN GENERAL LIFE

            INSURANCE COMPANY,

          
	 	
            a Texas corporation

          
	 	 
	 	
            By: AIG Asset Management (U.S.), LLC, a Delaware limited liability company, its investment adviser

          
	 	 
	 	
            By:

          	
            /s/ Joseph Romano

          
	 	
            Name:

          	
            Joseph Romano

          
	 	
            Title:

          	
            Managing Director

          


    

    

    	 	
            NATIONAL UNION FIRE INSURANCE

          
	 	
            COMPANY OF PITTSBURGH, PA.,

          
	 	
            a Pennsylvania corporation

          
	 	 
	 	
            By: AIG Asset Management (U.S.), LLC, a Delaware limited liability company, its investment adviser

          
	 	 
	 	
            By:

          	
            /s/ Joseph Romano

          
	 	
            Name:

          	
             Joseph Romano

          
	 	
            Title:

          	
            Managing Director

          


     

    

    
      
        


    

    	 	
            BUYER:

          
	 	 
	 	
            LIBERTY MUTUAL INSURANCE COMPANY,

          
	 	
            an insurance company organized under Massachusetts law

          
	 	 


    	 	
            By:

            

          	Liberty Mutual Group Asset Management Inc., its Adviser
	 	 
	 	
            By:

          	
             /s/ Christopher J. Felton

          


    	 	
            Name: Christopher J. Felton

          
	 	
            Title: Executive Vice President

          


    

    

    	 	
            PEERLESS INSURANCE COMPANY,

          
	 	
            an insurance company organized under New Hampshire law

          
	 	 


    	 	
            By:

            

          	Liberty Mutual Group Asset Management Inc., its Adviser
	 	 
	 	
            By:

          	
             /s/ Christopher J. Felton

          


    	 	
            Name: Christopher J. Felton

          
	 	
            Title: Executive Vice President

          


     

    

    
      
        


    

    	 	
            BUYER:

          
	 	 
	 	
            EAST WEST BANK, a California banking corporation,

          
	 	 
	 	
            By:

          	
             /s/ Henry Kwan

          


    	 	
            Name: Henry Kwan

          
	 	
            Title: SVP

          


     

    
      
        


    

    	 	
            BUYER:

          
	 	 
	 	
            MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD LOS ANGELES BRANCH

          
	 	 


    	 	
            By:

          	
             /s/ YiMing Ko

          


    	 	
            Name: YiMing Ko

          
	 	
            Title: SVP & General Manager

          


     

    

    
      
        


    

    	 	
            SELLER:

          
	 	 
	 	
            KREF LENDING V LLC, a Delaware limited liability company

          
	 	 


    	 	
            By:

          	
            /s/ Patrick Mattson

          


    	 	
            Name: Patrick Mattson

          
	 	
            Title: Authorized Signatory

          


    

    

    	 	
            GUARANTOR:

          
	 	 
	 	
            KKR REAL ESTATE FINANCE HOLDINGS L.P., a Delaware limited partnership

          
	 	 
	 	
            By: KKR REAL ESTATE FINANCE TRUST INC., its general partner

          
	 	

          


    	 	
            By:

          	
            /s/ Patrick Mattson

          


    	 	
            Name: Patrick Mattson

          
	 	
            Title: Authorized Signatory