First Amendment to Master Repurchase and Securities Contract, dated as of March 26, 2025, between FS CREIT Finance WF-2 LLC and Wells Fargo Bank, National Association

Exhibit 10.1

EXECUTION VERSION

March 26, 2025

FS CREIT FINANCE WF-2 LLC

201 Rouse Boulevard

Philadelphia, PA 19112 

Ladies and Gentlemen:

Reference is made to that certain Master Repurchase and Securities Contract, dated as of October 18, 2024, by and between FS CREIT FINANCE WF-2 LLC, a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”) (as amended hereby, and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed thereto in the Agreement.

“Maximum Amount”: From and after March 26, 2025, $213,428,356.74, as such amount shall be decreased by (i) the amount of each Principal Payment to the extent applied to reduce the Purchase Price of any Purchased Asset, (ii) each repurchase by Seller in whole or in part of any Purchased Asset and (iii) all other amounts applied in accordance with the terms hereof to reduce the Purchase Price of any Purchased Asset, other than, in each case, repayments or repurchases in part with respect to any Defaulted Assets as required pursuant to Section 3.04 or as a result of application of Release Amounts to reduce the Purchase Price with respect to Assets that are Defaulted Assets unless the applicable Asset is repurchased in whole. In no event shall the Maximum Amount be increased by the funding of a Future Funding Amount in connection with any Future Funding Transaction.

Following the Closing Date, Seller shall be permitted to enter into Future Funding Transactions with Buyer as agreed to by Buyer in the related Confirmation with respect to the related Purchased Asset on each applicable Future Funding Permitted Date, Buyer may, in its sole and absolute discretion, enter into any such Future Funding Transaction. Buyer’s agreement to enter into any such Future Funding Transaction, as agreed to by Buyer in the related Confirmation, is subject to the satisfaction of the following conditions precedent, both immediately prior to entering into such Future Funding Transaction and also after giving effect to the consummation thereof.

For each proposed Future Funding Transaction, no less than five (5) Business Days prior to the proposed Future Funding Date, Seller shall deliver to Buyer a Future Funding Request Package. Buyer shall have the right to conduct an additional due diligence investigation of the Future Funding Request Package and/or the related Purchased Asset as Buyer determines. Prior to the approval of each proposed Future Funding Transaction by Buyer, Buyer shall be entitled to make a determination, in the exercise of its sole and absolute discretion, whether, in the case of a Future Funding Transaction, it shall or shall not advance the requested Future Funding Amount. If Buyer determines not to advance a requested Future Funding Amount with respect to any Purchased Asset, Seller shall promptly satisfy all future funding obligations with respect to each Purchased Asset as and when required pursuant to the related Purchased Asset Documents, together with the terms of this Agreement. In connection with each Future Funding Transaction, Seller shall have certified to Buyer in writing as of the Future Funding Date and the Future Funding Permitted Date on or next following such Future Funding Date, that (A) all of the applicable conditions precedent for a Transaction, as described in Section 6.02 and all applicable conditions precedent described in this Section 3.10, have been met by Seller, (B) the related Purchased Asset is an Eligible Asset, (C) previously or simultaneously with Buyer’s funding of the Future Funding Transaction, Seller shall have paid to Buyer the applicable Funding Fee, (D) all related conditions precedent set forth in the related Purchased Asset Documents have been satisfied, (E) previously or simultaneously with Buyer’s funding of the Future Funding Transaction, Seller shall have funded or caused to be funded to the Underlying Obligor (or to an escrow agent or as otherwise directed by the Underlying Obligor) its pro rata portion of the related future advance (or, if the Future Funding Date occurs prior to the Future Funding Permitted Date and the Purchased Asset Documents require such funding, the entire future advance) to the Underlying Obligor, (F) after giving effect to the requested Future Funding Transaction, the aggregate Future Funding Amounts funded by Buyer in respect of the applicable Purchased Asset shall not exceed the aggregate Future Funding Amount set forth on the initial Confirmation for such Purchased Asset on the related Purchase Date therefor, (G) Seller shall be in compliance with the Defaulted Asset Concentration Limit and (H) no Event of Default or monetary or material non-monetary Default shall have occurred and be continuing on the Future Funding Date and the applicable Future Funding Permitted Date (collectively, the “Future Funding Transaction Conditions”). Notwithstanding any other provision herein or otherwise, Buyer shall have no obligation to enter into any Future Funding Transaction (even with respect to any Purchased Asset identified on the applicable Purchase Date as having future funding obligations). Any determination to enter into a Future Funding Transaction shall be made in Buyer’s sole and absolute discretion. If Buyer determines to enter into a Future Funding Transaction, upon Buyer’s satisfaction in its good faith discretion that the Future Funding Transaction Conditions have been satisfied, Buyer shall advance the requested Future Funding Amount in accordance with clause (iii) below. If Buyer determines that the Future Funding Transaction Conditions have not been satisfied and does not advance the requested Future Funding Amount with respect to any such Future Funding Transaction, Seller shall promptly satisfy all future funding obligations with respect thereto as and when required pursuant to the related Purchased Asset Documents, together with the terms of this Agreement.

Please indicate your acknowledgment of, and agreement to, the terms of this Amendment by executing and returning a counterpart of this Amendment to Buyer.

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Signature Page to Amendment No. 1 to Master Repurchase and Securities Contract (Wells – FS Rialto CLO Recap)

Signature Page to Amendment No. 1to Master Repurchase and Securities Contract (Wells - FS Rialto CLO Recap)

Signature Page to Amendment No. 1to Master Repurchase and Securities Contract ('VY ells - FS Rialto CLO Recap)

Signature Page to Amendment No. 1 to Master Repurchase and Securities Contract (Wells- FS Rialto CID Recap)