BRIGHTSPIRE CAPITAL, INC. : Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement.

Eighth Amendment to Master Repurchase Facility Transaction Documents – Morgan
Stanley

On April 23, 2019, MS Loan NT-I, LLC, MS Loan NT-II, LLC, CLNC Credit 1, LLC,
CLNC Credit 2, LLC, CLNC Credit 1EU, LLC and CLNC Credit 1UK, LLC (collectively,
"MS Seller"), each an indirect subsidiary of the Company, entered into a Second
Amended and Restated Master Repurchase and Securities Contract Agreement (the
"MS Repurchase Agreement") with Morgan Stanley Bank, N.A. ("Morgan Stanley"). As
described in more detail in the MS Repurchase Agreement documentation, the MS
Repurchase Agreement provided up to $600.0 million to finance first mortgage
loans, senior loan participations and other commercial mortgage loan debt
instruments secured by commercial real estate: $500 million for commercial real
estate that may be located in the United States, and $100 million for commercial
real estate that may be located in Belgium, France, Germany, Ireland,
Luxembourg, the Netherlands, the United Kingdom, Spain, or any other
jurisdiction approved by Morgan Stanley. The transactions contemplated under the
MS Repurchase Agreement may be denominated in U.S. Dollars, Pounds Sterling,
Euro or any other currency approved by Morgan Stanley.

In connection with the MS Repurchase Agreement, on April 23, 2019, Guarantor, MS
Seller and Morgan Stanley entered into a Ratification, Reaffirmation and
Confirmation of Transaction Documents (the "MS Ratification Agreement"), which
ratified Guarantor's obligations under an Amended and Restated Guaranty
Agreement with Morgan Stanley (the "MS Guaranty"), under which Guarantor agreed
to a partial recourse guaranty of MS Seller's payment and performance
obligations under the MS Repurchase Agreement.

On May 7, 2020, Guarantor and Morgan Stanley entered into an Omnibus Amendment
to Transaction Documents (the "MS TNW Amendment"), under which Morgan Stanley
agreed to reduce the minimum consolidated tangible net worth of Guarantor from
$2.105 billion to $1.5 billion, plus 75% of the net cash proceeds of any equity
issuance thereafter received by Guarantor.

On February 22, 2021, MS Seller, Guarantor and Morgan Stanley entered into a
Fourth Omnibus Amendment (the "MS Fourth Amendment"), under which MS Seller has
two successive one (1) year extension options from the then current facility
termination date, permitting an outside extension term to April 20, 2023. In
addition, the parties agreed to LIBOR replacement provisions (including
benchmark transition events and SOFR replacement terms) and to remove foreign
assets as eligible assets for financing consideration under the Transaction
Documents.

On April 14, 2021, MS Seller, Guarantor and Morgan Stanley entered into a Fifth
Omnibus Amendment (the "MS Fifth Amendment"), under which Morgan Stanley
approves of the Internalization Transaction and agrees that, upon the
consummation of the Internalization Transaction, the required minimum
consolidated tangible net worth of the Guarantor is reduced from $1.5 billion to
$1.35 billion.

On April 20, 2021, MS Seller, Guarantor and Morgan Stanley entered into a Sixth
Omnibus Amendment to the MS Repurchase Agreement (the "MS Sixth Amendment"),
reduced the facility size to $500.0 million (providing MS Seller the right to
increase to $600.0 million).

On January 24, 2022, Guarantor and Morgan Stanley entered into a Sixth Omnibus
Amendment to Transaction Documents (the "MS SOFR Amendment"), to expand the
eligibility criteria to allow for loans indexed to the secured overnight
financing rate ("SOFR"), and to allow for borrowings under those facilities to
also be indexed to SOFR.

On January 28, 2022, Guarantor and Morgan Stanley entered into a Seventh Omnibus
Amendment to Transaction Documents (the "MS Seventh Amendment"), under which
Morgan Stanley agreed that the required minimum consolidated tangible net worth
of the Guarantor is reduced from $1.35 billion to $1.11 billion.

On July 11, 2022, Guarantor and Morgan Stanley entered into an Eighth Omnibus
Amendment to Transaction Documents (the "MS Eighth Amendment"), to extend the
maturity date of the MS Repurchase Agreement to April 20, 2025, to provide MS
Seller with two successive one-year extension options, and to replace LIBOR with
term SOFR as the benchmark applicable to loans entered into prior to January 1,
2022.

The foregoing summary does not purport to be a complete description and is
qualified in its entirety by reference to (i) the MS Eighth Amendment, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K, (ii) the MS Seventh
Amendment, which is filed as an exhibit to the Company's Form 10-K filed on
February 22, 2022, (iii) the MS SOFR Amendment, which is filed as

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an exhibit to the Company's Form 10-K filed on February 22, 2022, (iv) the MS
Sixth Amendment, which is filed as an exhibit to the Company's Form 10-Q filed
on May 6, 2021, (v) the MS Fifth Amendment, which is filed as an exhibit to the
Company's Current Report on Form 8-K filed on April 19, 2021, (vi) the MS Fourth
Amendment, which is filed as an exhibit to the Company's Form 10-K filed on
February 25, 2021, (vii) the MS TNW Amendment, which is filed as an exhibit to
the Company's Form 10-Q filed on May 8, 2020, (viii) the MS Repurchase Agreement
and MS Ratification Agreement, which are filed as exhibits to the Company's
Current Report on Form 8-K filed on April 26, 2019, and (ix) the MS Guaranty,
which is filed as an exhibit to the Company's Current Report on Form 8-K filed
on April 25, 2018.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith to this
Current Report on Form 8-K.



      Exhibit No.             Description

10.1                            Eighth Omnibus Amendment to Transaction Documents, dated as of July
                              11, 2022, by and between BrightSpire Capital Operating Company, LLC and
                              Morgan Stanley, N.A.
104                           Cover Page Interactive Data File (embedded within the Inline XBRL
                              document)

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