EX-10.2





 Exhibit 10.2 

SECOND AMENDMENT TO GUARANTY 

SECOND AMENDMENT TO GUARANTY, dated as of April 14, 2021 (this “Amendment”), by and between CREDIT RE OPERATING
COMPANY, LLC, a Delaware limited liability company (“Guarantor”), and CITIBANK, N.A., 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 hereinafter defined). 
 RECITALS 

WHEREAS, NSREIT CB Loan, LLC, CB Loan NT-II, LLC, CLNC Credit 3, LLC, CLNC Credit 4, LLC, CLNC Credit
3EU, LLC, and CLNC Credit 3UK, LLC, each a Delaware limited liability company (collectively, “Seller”) and Buyer are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of April 26, 2019 (as
amended, modified and/or restated, the “Repurchase Agreement”), between Seller and Buyer; 
 WHEREAS, Guarantor guaranteed
the obligations of Seller under the Repurchase Agreement and the other Transaction Documents pursuant to that certain Guaranty, dated as of April 23, 2018, as amended by that certain First Amendment to Guaranty, dated as of May 7, 2020 (as
amended, modified and/or restated, the “Guaranty”), from Guarantor to Buyer; and 
 WHEREAS, Guarantor and Buyer wish to
amend and modify the Guaranty 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, Guarantor and Buyer hereby agree that the Guaranty shall be amended and modified as follows: 

1. Amendment of Guaranty. Guarantor and Buyer hereby agree that the Guaranty shall be amended and modified with retroactive effect as
follows: 
 (a) The following defined terms are hereby inserted in Article 1 of the Guaranty in alphabetical order: 

“Internalization Agreement” means that certain Termination Agreement, dated as of April 4, 2021, by and among Parent,
Guarantor, Manager and Colony Capital Investment Advisors, LLC. 
 “Internalization Date” means the “Closing
Date,” as such term is defined in the Internalization Agreement. 
 (b) Article V(l)(ii) of the Guaranty is hereby deleted in its
entirety and replaced with the following: 












 (ii) Minimum Consolidated Tangible Net Worth. Consolidated Tangible Net Worth
(A) at any time prior to the Internalization Date, shall not be less than the sum of (i) $1,500,000,000.00, and (ii) seventy-five percent (75%) of the net cash proceeds thereafter received by the Guarantor (x) from any offering by the
Guarantor of its common equity and (y) from any offering by the Sponsor of its common equity to the extent such net cash proceeds are contributed to the Guarantor, excluding any such net cash proceeds that are contributed to the Guarantor
within ninety (90) days of receipt of such net cash proceeds and applied to purchase, redeem or otherwise acquire Capital Stock issued by the Guarantor (or any direct or indirect parent thereof), and (B) from and after the Internalization
Date, shall not be less than the sum of (I) $1,350,000,000.00, and (II) the amount described in the foregoing clause (ii). 
 2.
Amendment of Transaction Documents. From and after the date hereof, all references in the Repurchase Agreement and the other Transaction Documents to the Guaranty shall be deemed to refer to the Guaranty as amended and modified by this
Amendment and as same may be further amended, modified and/or restated. 
 3. Reaffirmation of Representations and Warranties.
Guarantor 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 (B)-(D) above, to the extent that such conflict or breach is
reasonably likely to result in a Material Adverse Effect. Guarantor hereby represents and warrants to Buyer that all of the representations and warranties set forth in Article IV of the Guaranty remain true and correct as of the date hereof. 

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. Expenses. Seller
hereby acknowledges and agrees that Seller shall be responsible for all reasonable out-of-pocket costs and expenses of Buyer in connection with documenting and
consummating the modifications contemplated by this Amendment, including, but not limited to, the reasonable fees and expenses of Buyer’s external legal counsel. 

  
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 7. Reaffirmation of Guaranty. Guarantor acknowledges and agrees that, except as
modified hereby, the Guaranty remains unmodified and in full force and effect and enforceable in accordance with its terms. 
 8.
Repurchase Agreement, Guaranty and Transaction Documents in Full Force and Effect. Except as expressly amended hereby, Seller and Guarantor acknowledge and agree that all of the terms, covenants and conditions of the Repurchase Agreement and
the Transaction Documents remain unmodified and in full force and effect and are hereby ratified and confirmed in all respects. 
 [NO
FURTHER TEXT ON THIS PAGE] 

  
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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. 
  

			
	GUARANTOR:
	
	CREDIT RE OPERATING COMPANY, LLC,
	a Delaware limited liability company
		
	By:	 	 /s/ David A. Palamé

		 	Name: David A. Palamé
		 	Title: Vice President
	
	BUYER:
	
	CITIBANK, N.A.
		
	By:	 	 /s/ Richard Schlenger

		 	Name: Richard Schlenger
		 	Title: Authorized Signatory














 ACKNOWLEDGED AND AGREED 

AS OF THE DATE FIRST SET FORTH ABOVE: 
  

			
	SELLER:
	
	 NSREIT CB LOAN, LLC, 
 a
Delaware limited liability company

		
	By:	 	 /s/ David A. Palamé

		 	Name: David A. Palamé
		 	Title:   Vice President
	
	 CB LOAN NT-II, LLC,

a Delaware limited liability company

		
	By:	 	 /s/ David A. Palamé

		 	Name: David A. Palamé
		 	Title:   Vice President
	
	 CLNC CREDIT 3, LLC,
 a
Delaware limited liability company

		
	By:	 	 /s/ David A. Palamé

		 	Name: David A. Palamé
		 	Title:   Vice President
	
	 CLNC CREDIT 4, LLC,
 a
Delaware limited liability company

		
	By:	 	 /s/ David A. Palamé

		 	Name: David A. Palamé
		 	Title:   Vice President














			
	
	 CLNC CREDIT 3EU, LLC,
 a
Delaware limited liability company

		
	By:	 	 /s/ David A. Palamé

		 	Name: David A. Palamé
		 	Title:   Vice President
	
	 CLNC CREDIT 3UK, LLC,
 a
Delaware limited liability company

		
	By:	 	 /s/ David A. Palamé

		 	Name: David A. Palamé
		 	Title:   Vice President