KKR Real Estate Finance Trust Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 26th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between KKR Real Estate Finance Trust Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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KKR REAL ESTATE FINANCE TRUST INC. 1,200,000 Shares of 6.50% Series A Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 12th, 2022 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
KKR REAL ESTATE FINANCE TRUST INC.
KKR Real Estate Finance Trust Inc. • May 18th, 2018 • Real estate investment trusts • New York

INDENTURE, dated as of May 18, 2018, by and between KKR REAL ESTATE FINANCE TRUST INC. a Maryland corporation, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

INDENTURE Dated as of [____________], [____] Between KKR REAL ESTATE FINANCE TRUST INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Subordinated Debt Securities
Indenture • December 27th, 2018 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

INDENTURE, dated as of [____________], [____], between KKR Real Estate Finance Trust Inc., a corporation duly organized and existing under the laws of Maryland (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT by and between KKR Real Estate Finance Trust Inc. and KKR Real Estate Finance Manager LLC
Management Agreement • May 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of May 5, 2017, by and between KKR Real Estate Finance Trust Inc., a Maryland corporation, and KKR Real Estate Finance Manager LLC, a Delaware limited liability company (the “Manager”).

KKR REAL ESTATE FINANCE TRUST INC. 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: October 27, 2021
Underwriting Agreement • November 1st, 2021 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
INDENTURE
Indenture • December 27th, 2018 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

INDENTURE, dated as of [____________], [____], between KKR Real Estate Finance Trust Inc., a corporation duly organized and existing under the laws of Maryland (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

KKR REAL ESTATE FINANCE TRUST INC. 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 7th, 2022 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
RECITALS
Credit Agreement • April 25th, 2022 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

CREDIT AGREEMENT (this “Agreement”) dated as of December 20, 2018 among KREF HOLDINGS X LLC, as Borrower (the “Borrower”), KKR REAL ESTATE FINANCE HOLDINGS L.P. (“Opco”), the GUARANTORS party hereto from time to time, the LENDERS party hereto from time to time and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.

GUARANTEE AGREEMENT
Guarantee Agreement • April 3rd, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

GUARANTEE AGREEMENT, dated as of October 21, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by KKR Real Estate Finance Holdings, L.P., a Delaware limited partnership (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”) and any of its parent, subsidiary or affiliated companies.

MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT among MORGAN STANLEY BANK, N.A. as Buyer and KREF LENDING IV LLC as Seller
Master Repurchase and Securities Contract Agreement • April 3rd, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

This Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of December 6, 2016, and is made between MORGAN STANLEY BANK, N.A., as buyer (together with its successors and assigns, “Buyer”) and KREF Lending IV LLC, a Delaware limited liability company, as seller (“Seller”).

GUARANTY AGREEMENT
Guaranty Agreement • February 28th, 2018 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT, dated as of December 6, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by KKR REAL ESTATE FINANCE HOLDINGS L.P., a Delaware limited partnership (“Guarantor”), in favor of MORGAN STANLEY BANK, N.A., a national banking association (together with its successors and assigns, “Buyer”). Any capitalized term utilized herein shall have the meaning as specified in the Repurchase Agreement (as defined below), unless such term is otherwise specifically defined herein.

KKR REAL ESTATE FINANCE TRUST INC. 7,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: June 2, 2022
Underwriting Agreement • June 7th, 2022 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT AND OMNIBUS AMENDMENT TO REPURCHASE DOCUMENTS
KKR Real Estate Finance Trust Inc. • April 3rd, 2017 • Real estate investment trusts • New York

AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT AND OMNIBUS AMENDMENT TO REPURCHASE DOCUMENTS, dated as of February 4, 2016 (this “Amendment”), by and between KREF LENDING I, LLC, a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”), and, with respect only to Sections 1(b) and 1(c) hereof, agreed to and acknowledged by SITUS ASSET MANAGEMENT LLC (“Servicer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

FIRST AMENDMENT TO THE STOCKHOLDERS AGREEMENT
Stockholders Agreement • April 3rd, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

This FIRST AMENDMENT (this “Amendment”) to the Stockholders Agreement (defined below), is dated as of September 29, 2016, and amends the Stockholders Agreement, dated as of March 29, 2016, among KKR Real Estate Finance Trust Inc., a Maryland corporation (“KREF”), KKR Real Estate Finance Manager LLC, a Delaware limited liability company (“KKR Manager”), KKR Fund Holdings L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Fund Holdings”) and the Stockholders set forth on the signature pages thereto (the “Stockholders Agreement”).

4,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 19th, 2018 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT by and between
Servicing Agreement • April 13th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of April 7, 2017 (this “Agreement”), is made by and between KREF LENDING I LLC, a Delaware limited liability company (as more specifically defined below, (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, “Buyer”). Seller and Buyer (each also a “Party” and, collectively, the “Parties”) hereby agree as follows:

AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT
Loan and Servicing Agreement • July 24th, 2023 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

The parties hereto previously entered into a loan and servicing agreement, effective as of April 11, 2018 (as the same may have been amended from time to time, the “Original Servicing Agreement”), pursuant to which Borrower and/or Arranger engaged the Servicer to service certain Loan Assets loans that such Borrower originated or acquired from time to time in accordance with the provisions of the Original Servicing Agreement. On December 20, 2019, the parties hereto entered into a First Amendment to Loan and Servicing Agreement (“1st Amendment”) and on May 9, 2022, the parties hereto entered into a Second Amendment to Loan and Servicing Agreement (“2nd Amendment”; together with the 1st Amendment, "Prior Amendments")).

KKR REAL ESTATE FINANCE TRUST INC. 4,400,000 Shares of 6.50% Series A Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT Dated: January 6, 2022
Management Agreement • January 12th, 2022 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
KKR REAL ESTATE FINANCE TRUST INC. $100,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • February 25th, 2019 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENT by and among KKR REAL ESTATE FINANCE TRUST INC. and the other parties hereto Dated as of March 29, 2016
Registration Rights Agreement • April 3rd, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of March 29, 2016 and is by and between KKR Real Estate Finance Trust Inc., a Maryland corporation (the “Company”), and the Investors (as defined below).

AMENDED AND RESTATED INVESTMENT AGREEMENT Dated October 8, 2015
Investment Agreement • April 3rd, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED INVESTMENT AGREEMENT is made and entered into on October 8, 2015 (as amended, supplemented or modified from time to time, this “Agreement”) by and among KKR Real Estate Finance Trust Inc., a Maryland corporation, KKR Real Estate Finance Holdings L.P., a Delaware limited partnership, SteepRock Capital II LLC, a Delaware limited liability company, and REFH SR Mezz LLC, a Delaware limited liability company.

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AMENDMENT NO. 2 TO MASTER REPURCHASE AND SECURITIES CONTRACT, GUARANTEE AGREEMENT, SERVICING AGREEMENT AND CUSTODIAL AGREEMENT
Master Repurchase and Securities Contract • April 3rd, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

AMENDMENT NO. 2 TO MASTER REPURCHASE AND SECURITIES CONTRACT, GUARANTEE AGREEMENT, SERVICING AGREEMENT AND CUSTODIAL AGREEMENT, dated as of September 9, 2016 (this “Amendment”), between and among KREF LENDING I LLC, a Delaware limited liability company (“Seller”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”), KKR REAL ESTATE FINANCE HOLDINGS, L.P., a Delaware limited partnership (“Guarantor”), SITUS ASSET MANAGEMENT LLC, a Delaware limited liability company (“Servicer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Custodian (“Custodian”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

FIRST AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • May 1st, 2019 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts

This First Amendment to Amended and Restated Master Repurchase Agreement (this “Amendment”), dated as of July 31, 2018, is by and among KREF LENDING III LLC, a Delaware limited liability company (“QRS Seller”), KREF LENDING III TRS LLC, a Delaware limited liability company (“TRS Seller”; together with QRS Seller, the “Sellers” and each a “Seller”) and GOLDMAN SACHS BANK USA, a New York chartered bank (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

SECOND AMENDMENT TO THE STOCKHOLDERS AGREEMENT
Stockholders Agreement • April 3rd, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

This SECOND AMENDMENT (this “Amendment”) to the Stockholders Agreement (defined below), is dated as of January 9, 2017, and amends the Stockholders Agreement, dated as of March 29, 2016, among KKR Real Estate Finance Trust Inc., a Maryland corporation (“KREF”), KKR Real Estate Finance Manager LLC, a Delaware limited liability company (“KKR Manager”), KKR Fund Holdings L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Fund Holdings”) and the Stockholders set forth on the signature pages thereto (as amended by the First Amendment dated as of September 29, 2016, the “Stockholders Agreement”).

75,000,000 CREDIT AGREEMENT among
Credit Agreement • May 10th, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

CREDIT AGREEMENT, dated as of May 4, 2017, among KREF HOLDINGS X LLC, a Delaware limited liability company (the “Initial Borrower”), KKR REAL ESTATE FINANCE HOLDINGS L.P., a Delaware limited partnership (the “Parent Guarantor”), certain Subsidiaries of the Parent Guarantor from time to time designated hereunder as co-borrowers (together with the Initial Borrower, each a “Borrower” and, collectively, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), BARCLAYS BANK PLC, as sole lead arranger and bookrunner (in such capacity, the “Arranger”) and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”).

LIMITED GUARANTY
Limited Guaranty • April 3rd, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

This LIMITED GUARANTY (this “Guaranty”) is made and entered into by KKR REAL ESTATE FINANCE HOLDINGS L.P., a Delaware limited partnership, whose address is 9 West 57th Street, Suite 4200, New York, NY 10019 (“Guarantor”), for the benefit of GOLDMAN SACHS BANK USA, whose address is 200 West Street, 7th Floor, New York, New York 10282 (“Buyer”) on this September 30, 2016.

STOCKHOLDERS AGREEMENT Dated as of March 29, 2016
Stockholders Agreement • April 3rd, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

THIS STOCKHOLDERS AGREEMENT is made and entered into on this 29th day of March, 2016 (as amended, supplemented or modified from time to time, this “Agreement”) by and among KKR Fund Holdings L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Fund Holdings”), the Stockholders (as defined below) (together with “Fund Holdings”, each an “Investor”), with respect to all provisions herein other than Article III, KKR Real Estate Finance Trust Inc., a Maryland corporation (“KREF”), and solely for purposes of Section 4.04 and Section 4.05(l), KKR Real Estate Finance Manager LLC, a Delaware limited liability company (“KKR Manager”).

GUARANTEE AGREEMENT
Guarantee Agreement • April 3rd, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

Pursuant to that certain Master Repurchase Agreement, dated as of October 15, 2015 (as amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), between Buyer and KREF LENDING II LLC (“Seller”), Seller has agreed to sell, from time to time, to Buyer certain Eligible Assets (as defined in the Repurchase Agreement, upon purchase by Buyer, each a “Purchased Asset” and, collectively, the “Purchased Assets”), upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement dated October 15, 2015 (the “Custodial Agreement”) by and among Buyer, Seller and Wells Fargo Bank, National Association (the “Custodian”), Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Custodial Agreement, as Custodian of Buyer and any future purchaser, on several delivery dates, in accordance with the terms and conditions of the Custodial Agreement. Pursuan

FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 3rd, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

This FIRST AMENDMENT (this “Amendment”) to the Registration Rights Agreement (defined below), is dated as of September 29, 2016, and amends the Registration Rights Agreement, dated as of March 29, 2016, among KKR Real Estate Finance Trust Inc., a Maryland corporation (the “Company”), KKR Fund Holdings L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Fund Holdings”) and the other Investors set forth on the signature pages thereto (the “Registration Rights Agreement”).

MASTER REPURCHASE AGREEMENT Dated as of September 30, 2016 among KREF LENDING III LLC AND KREF LENDING III TRS LLC as Sellers, and GOLDMAN SACHS BANK USA, as Buyer
Master Repurchase Agreement • April 3rd, 2017 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

This MASTER REPURCHASE AGREEMENT, dated as of September 30, 2016, is by and among KREF LENDING III LLC, a Delaware limited liability company (together with its successors and permitted assigns, “QRS Seller”), KREF LENDING III TRS LLC, a Delaware limited liability company (together with its successors and permitted assigns, “TRS Seller”; together with QRS Seller, the “Sellers” and each a “Seller”) and GOLDMAN SACHS BANK USA, a New York chartered bank (together with its successors and permitted assigns, “Buyer”).

AMENDMENT NO. 4 TO GUARANTEE AGREEMENT
Guarantee Agreement • February 20th, 2019 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

AMENDMENT NO. 4 TO GUARANTEE AGREEMENT, dated as of December 28, 2018 (this “Amendment”), by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”) and KKR REAL ESTATE FINANCE HOLDINGS, L.P., a Delaware limited partnership (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

FIRST AMENDMENT TO LOAN AND SERVICING AGREEMENT
Loan and Servicing Agreement • February 19th, 2020 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

This First Amendment to Loan and Servicing Agreement dated as of December 20, 2019 (this “Amendment”), is among KREF Holdings VII LLC, a Delaware limited liability company (“Holdings”), KREF Lending VII LLC, a Delaware limited liability company (the “Borrower”), PNC Bank, National Association (“Collateral Custodian”), Midland Loan Services, a division of PNC Bank, National Association, as the Servicer (“Servicer”) and the Administrative Agent (“Administrative Agent”), and the Lenders (as defined below) as parties hereto.

MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT Dated as of July 27, 2021 by and between KREF LENDING IX LLC, as Seller, and MUFG UNION BANK, N.A., as Buyer
Master Repurchase Agreement and Securities Contract • April 25th, 2022 • KKR Real Estate Finance Trust Inc. • Real estate investment trusts • New York

MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT, dated as of July 27, 2021, is made by and between KREF LENDING IX LLC, a Delaware limited liability company, as Seller, and MUFG UNION BANK, N.A., as Buyer. Seller and Buyer (each a “Party”) hereby agree as follows.

REAFFIRMATION OF GUARANTY
KKR Real Estate Finance Trust Inc. • November 7th, 2017 • Real estate investment trusts

THIS REAFFIRMATION OF GUARANTY (this “Reaffirmation”) is made and executed as of this 1st day of November, 2017 by KKR REAL ESTATE FINANCE HOLDINGS L.P., a Delaware limited partnership (the “Guarantor”), in favor of GOLDMAN SACHS BANK USA, a New York chartered bank (together with its successors and permitted assigns, “Buyer”).

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