EX-10.1



 Exhibit 10.1 
 EXECUTION VERSION 
 AMENDMENT NO. 1 TO 

AMENDED AND RESTATED MANAGEMENT AGREEMENT 
 This AMENDMENT NO. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of July 30, 2013 (this “Amendment”), is entered into by and between Blackstone Mortgage Trust, Inc.
(formerly known as Capital Trust, Inc.), a Maryland corporation (the “Company”) and BXMT Advisors L.L.C. (formerly known as BREDS/CT Advisors L.L.C.), a Delaware limited liability company (the “Manager”). This
Amendment is an amendment to the Amended and Restated Management Agreement, dated as of March 26, 2013 (the “Agreement”) by and between the Company and the Manager. 

W I T N E S S E T H: 

WHEREAS, the Company and the Manager desire to amend the Agreement with respect to the matters set forth herein. 

NOW THEREFORE, in consideration of the premises and agreements hereinafter set forth, the parties hereto hereby agree as follows:

 Section 1. Amendments. 
 (a) The Agreement is hereby amended by replacing all references to “Capital Trust, Inc.” and BREDS/CT Advisors L.L.C” with “Blackstone Mortgage Trust, Inc.” and “BXMT
Advisors L.L.C.”, respectively. 
 (b) The Agreement is hereby amended to delete the definition of “CT Legacy
REIT” in its entirety and to add the following definition in alphabetical order: 
 “CT Legacy
Partners” means CT Legacy Partners, LLC, a Delaware corporation, and its successors and assigns. 
 (c) The Agreement
is hereby amended to replace all remaining references to “CT Legacy REIT” and “CT Legacy REIT Award Agreements” with “CT Legacy Partners” and “CT Legacy Award Agreements”, respectively. 

(d) The Agreement is hereby amended to amend Section 2(m) of the Agreement in its entirety to read as follows: 

(m) The Manager shall provide, or, at the sole cost and expense of the Company, cause to be provided, such internal audit,
compliance and control services as may be required for the Company to comply with applicable law (including the Securities Act and Exchange Act), regulation (including SEC regulations) and the rules and requirements of the NYSE and as otherwise
reasonably requested by the Company or its Board from time to time. 







 (e) The Agreement is hereby amended to amend Section 7(b)(ii) of the Agreement in its
entirety to read as follows: 
 (ii) fees, costs and expenses of legal, tax, accounting, consulting, auditing
(including internal audit), finance, administrative, investment banking, capital market and other similar services rendered to the Company (including, where the context requires, through one or more third parties and/or Affiliates of the Manager)
or, if provided by the Manager’s personnel, in accordance with Section 2(e) hereof; 
 (f) The Agreement is hereby
amended to amend the notice details for the Company in Section 16(a) of the Agreement to read as follows: 
  

			
	The Company:	    	 Blackstone Mortgage Trust, Inc.

345 Park Avenue, 42nd Floor
 New York, New York
10154
 Attention: Chief Financial Officer
 Fax: (212) 655-0044
 Email: geoffrey.jervis@blackstone.com



 Section 2. Status. This Amendment amends the Agreement, but only to the extent expressly set
forth herein. All other provisions of the Agreement remain in full force and effect. Unless otherwise defined herein, initially capitalized terms have the meaning given them in the Agreement. 

Section 3. Representations. In order to induce both the Company and the Manager to execute and deliver this Amendment, each party
represents that as of the date hereof, it is in full compliance with all of the terms and conditions of the Agreement, including, but not limited to, the warranties and representations set forth in the Agreement. 

Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the applicable terms and provisions
of Section 16(e) of the Agreement, which terms and provisions are incorporated herein by reference. 
 Section 5.
Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument. 

Section 6. Facsimile Execution. Facsimile signatures on counterparts of this Amendment are hereby authorized and shall be
acknowledged as if such facsimile signatures were an original execution, and this Amendment shall be deemed as executed when an executed facsimile hereof is transmitted by a party to any other party. 

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 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date
first written above. 
  

			
	Blackstone Mortgage Trust, Inc.
		
	By:	 	 /s/ Geoffrey G. Jervis

		 	Name: Geoffrey G. Jervis
		 	Title:   Chief Financial Officer
	
	BXMT Advisors L.L.C.
		
	By:	 	 /s/ Randall S. Rothschild

		 	Name: Randall S. Rothschild
		 	Title:   Authorized Signatory