Fourth Amendment to Master Repurchase Agreement and SECOND AMENDMENT TO FEE LETTER

Exhibit 10.1
Fourth Amendment to Master Repurchase Agreement and SECOND AMENDMENT TO FEE LETTER
This fourth Amendment to Master Repurchase Agreement and second amendment to fee letter (this “Amendment”), dated as of April 30, 2026, is by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, a New York state-chartered bank, as purchaser (“Purchaser”), and FCR GS SELLER I LLC, a Delaware limited liability company, as seller (“Seller”).
W I T N E S S E T H:
WHEREAS, Seller and Purchaser have entered into that certain Master Repurchase Agreement, dated as of August 16, 2024, as amended by at certain First Amendment to Master Repurchase Agreement, dated as of December 18, 2024, as amended by at certain Second Amendment to Master Repurchase Agreement, dated as of May 6, 2025, and as amended by at certain Third Amendment to Master Repurchase Agreement, dated as of November 20, 2025 (the “Existing Master Repurchase Agreement” and, as amended by this Amendment, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Master Repurchase Agreement”);
WHEREAS, in connection with the Repurchase Agreement, Purchaser and Seller entered into that certain fee letter agreement, dated as of August 16, 2024, as amended by that certain First Amendment to Fee Letter and Guaranty, dated as of March 18, 2025, and as amended by that certain Second Amendment to Fee Letter, dated as of March 6, 2025 (the “Existing Fee Letter” and, as amended by this Amendment and as the same may be further amended, replaced, restated, supplemented or otherwise modified from time to time, the “Fee Letter”)
WHEREAS, Fortress Credit Realty Income Trust, a Maryland statutory trust (the “Guarantor”), is the Guarantor under the Guaranty, dated as of August 16, 2024, as amended by that certain First Amendment to Fee Letter and Guaranty, dated as of March 18, 2025, as amended by at certain First Amendment to Guaranty, dated as of May 6, 2025, as amended by at certain Second Amendment to Guaranty, dated as of November 20, 2025, and as amended by at certain Third Amendment to Guaranty, dated as of April 30, 2026 (and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”); and
WHEREAS, Seller and Purchaser wish to modify certain terms and provisions of the Master Repurchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as follows:

“Maximum Facility Purchase Price” shall mean, (a) during the Temporary Upsize Period, $1,300,000,000 and (b) from and after the termination of the Temporary Upsize Period, $1,000,000,000.00 in the aggregate with respect to the aggregate outstanding Purchase Price of all Purchased Assets subject to Transactions hereunder and Limited Crossed Purchase Price under any Limited Crossed Repurchase Agreement; provided that the Maximum Facility Purchase Price shall upon the commencement of the Amortization Extension Period (if any) be automatically reduced to the sum of (a) the aggregate outstanding Purchase Price of all Purchased Assets subject to a Transaction hereunder and Limited Crossed Purchase Price under any Limited Crossed Repurchase Agreement, in each case, as of such date plus (b) the amount of any future advances eligible to be funded by Purchaser pursuant to Article 3(h) (Future Advances) hereof and any Limited Crossed Repurchase Agreement.”
“CLO Closing Date” shall mean the closing date of a commercial real estate CLO transaction involving one or more of the Purchased Assets.
“Temporary Upsize Period” shall mean the period commencing upon April 30, 2026 (the “Fourth Amendment Master Repurchase Agreement Closing Date”) and ending on the earlier to occur of (i) a CLO Closing Date or (ii) one hundred and eighty (180) calendar days after the occurrence of the Fourth Amendment to Master Repurchase Agreement Closing Date (the “Temporary Upsize Termination Date”).
(viii) if Seller elects to repurchase any Purchased Asset on the occurrence of the Temporary Upsize Termination Date solely to the extent necessary to reduce the aggregate outstanding Purchase Price of all Purchased Assets subject to Transactions hereunder and the aggregate Limited Crossed Purchase Price of all Purchased Assets under any Limited Crossed Repurchase Agreement in the aggregate to an amount equal to $1,000,000,000.00.
2

3

4

[NO FURTHER TEXT ON THIS PAGE]
5
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day first written above.
PURCHASER:
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, a New York state-chartered bank
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Person
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
6
SELLER:
FCR GS SELLER I LLC, a Delaware limited liability company
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
7
The undersigned hereby acknowledges the execution of the Amendment and agrees that the Guaranty and agreements therein subordinating rights and liens to the rights and liens of Purchaser, are hereby ratified and confirmed and shall not be released, diminished, impaired, reduced or adversely affected by this Amendment, and each party indemnifying Purchaser therein, and each party subordinating any right or lien to the rights and liens of Purchaser, therein, hereby acknowledges the modifications set forth in this Amendment and waives any common law, equitable, statutory or other rights which such party might otherwise have as a result of or in connection with this Amendment. In addition, the undersigned reaffirms its obligations under the Guaranty and agrees that its obligations under the Guaranty shall remain in full force and effect and apply to the additional components referenced in this Amendment.
GUARANTOR:
FORTRESS CREDIT REALTY INCOME TRUST,
a Maryland statutory trust
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
8
