Exhibit 10.2
EXECUTION VERSION
FIFTH AMENDMENT TO LIMITED GUARANTY
THIS FIFTH AMENDMENT TO LIMITED GUARANTY(this “Amendment”) is made as of February 15, 2019 (the “Effective Date”), by and betweenBLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”), andCITIBANK, N.A., a national banking association (“Buyer”).
RECITALS:
WHEREAS, Parlex 2 Finance, LLC, a Delaware limited liability company (“Parlex 2”), Parlex 2A Finco, LLC, a Delaware limited liability company (“Parlex 2A” and together with Parlex 2, “Original Sellers”), and Buyer entered into that certain Amended and Restated Master Repurchase Agreement, dated as of July 28, 2014, as amended by that certain First Amendment to Amended and Restated Master Repurchase Agreement dated as of July 28, 2016, by and among Original Sellers and Buyer (collectively, the “First A&R Repurchase Agreement”), which First A&R Repurchase Agreement amended, restated and replaced in its entirety that certain Repurchase Agreement, dated as of June 12, 2013 (the “Original Repurchase Agreement”), as amended by that certain First Amendment to Master Repurchase Agreement, dated as of July 26, 2013, that certain Second Amendment to Master Repurchase Agreement, dated as of September 11, 2013, that certain Third Amendment to Master Repurchase Agreement, dated as of November 20, 2013, that certain Fourth Amendment to Master Repurchase Agreement, dated as of January 31, 2014, and that certain Joinder Agreement, dated as of January 31, 2014 between Buyer, Parlex 2 and Parlex 2A);
WHEREAS, Original Sellers, Parlex 2 UK Finco, LLC, a Delaware limited liability company (“Parlex 2 UK”)and Parlex 2 EUR Finco, LLC, a Delaware limited liability company (“Parlex 2 EUR”), and Buyer entered into that certain Second Amended and Restated Master Repurchase Agreement, dated as of March 31, 2017 (the “Second A&R Repurchase Agreement”), which Second A&R Repurchase Agreement amended, restated and replaced in its entirety the First A&R Repurchase Agreement, as amended by that certain First Amendment to Master Repurchase Agreement, dated as of December 21, 2017 and that certain Second Amendment to Master Repurchase Agreement, dated as of March 30, 2018;
WHEREAS, in connection with the Original Repurchase Agreement, Guarantor entered into that certain Limited Guaranty dated as of June 12, 2013, as amended by that certain First Amendment to Limited Guaranty dated as of November 20, 2013, as further amended by that certain Second Amendment to Limited Guaranty, dated as of February 24, 2014, as further amended by that certain Third Amendment to Limited Guaranty, dated as of March 31, 2017 (collectively, the “Original Guaranty”), in favor of Buyer, guaranteeing certain obligations of Original Sellers, Parlex 2 UK and Parlex 2 EUR;
WHEREAS, Original Sellers, Parlex 2 UK, Parlex 2 EUR, Parlex 2 AU Finco, LLC, a Delaware limited liability company (“Parlex 2 AU”), and Buyer entered into that certain Third Amended and Restated Master Repurchase Agreement dated as of October 12, 2018 (as the same may be amended, supplemented, extended, restated, replaced or otherwise modified from time to time, the “Third A&R Repurchase Agreement”), which Third A&R Repurchase Agreement amended, restated and replaced in its entirety the Second A&R Repurchase Agreement;