EX-10.12.6



 Exhibit 10.12.6 

EXECUTION VERSION 

FIRST OMNIBUS AMENDMENT TO 

MASTER REPURCHASE AGREEMENT 

AND OTHER TRANSACTION DOCUMENTS 

THIS FIRST OMNIBUS AMENDMENT TO MASTER REPURCHASE AGREEMENT AND OTHER TRANSACTION DOCUMENTS, dated as of June 30, 2013 (the
“Effective Date”) (this “Omnibus Amendment No. 1”), is entered into by and among RAIT CMBS CONDUIT II, LLC, a Delaware limited liability company, as seller (together with its permitted successors and
assigns in such capacity, “Seller”), BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales, as purchaser (together with its successors and assigns in such capacity,
“Buyer”), and RAIT FINANCIAL TRUST, a Maryland real estate investment trust, as guarantor (together with its successors and permitted assigns, in such capacity, “Guarantor”). Capitalized terms used and not
otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below). 
 R E
C I T A L S 
 WHEREAS, Seller and Buyer are parties to that certain Master Repurchase
Agreement, dated as of November 23, 2011, as amended by that certain First Amendment to Master Repurchase Agreement, dated as of December 27, 2011 (the “Existing Repurchase Agreement” and, as amended by this Omnibus
Amendment No. 1, and as further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Repurchase Agreement”); 

WHEREAS, Guarantor is a party to that certain Guaranty, dated as of November 23, 2011 made for the benefit of Buyer (as amended by this
Omnibus Amendment No. 1, and as further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Guaranty”); and 

WHEREAS, the parties hereto desire to make certain amendments and modifications to the Existing Repurchase Agreement and the Guaranty. 

NOW THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 

Section 1.        Amendments to Existing Repurchase Agreement. 

Effective as of the Effective Date, the following definitions in Article II of the Existing Repurchase Agreement are each added or, if
already present in the Existing Repurchase Agreement, amended and restated in its entirety, as follows: 
 “First
Omnibus Amendment” shall mean that certain First Omnibus Amendment to Master Repurchase Agreement and Other Transaction Documents dated as of June 30, 2013 by and among Purchaser, Seller and Guarantor.” 

“Guaranty” shall mean the Guaranty, dated as of the date hereof, made by Guarantor for the benefit of
Purchaser, as amended by the First Omnibus Amendment and from time to time thereafter.” 







 Section 2.        Amendments to Guaranty.

 (a) Effective as of the Effective Date, the following definitions are each added to Article 1 of the Guaranty, as follows: 

“Adjusted Book Value” means, as of a particular date, an amount equal to: (i) Total Assets of Guarantor
and its consolidated Subsidiaries, less (ii) Total Liabilities of Guarantor and its consolidated Subsidiaries, plus (iii) Special Book Value Adjustments as of such date.” 

“Special Book Value Adjustments” means, as of a particular date, (A) the following adjustments, made on a
cumulative basis: (i) the GAAP adjustment to Guarantor’s book value that reflects the cost of long-term interest rate hedges maintained for RAIT CRE CDO I, Ltd. and RAIT Preferred Funding II, Ltd., plus (ii) the amount of
depreciation and amortization accumulated against real estate assets owned or consolidated with Guarantor, plus (iii) the value of the recurring fees paid for collateral management and property management by Guarantor and its
consolidated Subsidiaries which were not already included in Guarantor’s Total Assets, minus (iv) the impact, if any, on Guarantor’s Total Assets of consolidating Taberna Preferred Funding VIII, Ltd. and/or Taberna Preferred
Funding IX, Ltd. with Guarantor, or (B) such other adjustments to Guarantor’s book value as shall be adopted by Guarantor within the definition of “Adjusted Book Value” as such term is used from time to time in Guarantor’s
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as filed under the Securities Exchange Act of 1934 for the period corresponding to such date.” 

(b) Effective as of the Effective Date, Section (b) of Article I of the Guaranty is amended by deleting the definition of
“Minimum Consolidated Net Worth” in its entirety. 
 (c) Effective as of the Effective Date, the first financial covenant of
Section (g)(i) of Article V of the Guaranty is amended and restated in its entirety as follows: 

“Minimum Adjusted Book Value. Guarantor shall at all times maintain an Adjusted Book Value of not less than the sum
of (x) $450 million plus (y) 75% of the net proceeds received by Guarantor in connection with any issuance of Equity Interests in Guarantor, minus (z) 100% of the amount paid by Guarantor for the repurchase of any Equity
Interests in Guarantor, in each case subsequent to November 23, 2011.” 

Section 3.        Transaction Documents in Full Force and Effect as Modified. 

Except as specifically modified hereby, the Transaction Documents shall remain in full force and effect in accordance with their terms and are
hereby ratified and confirmed. All 

  
 2 








 
references to the Transaction Documents shall be deemed to mean the Transaction Documents as modified by this Omnibus Amendment No. 1. This Omnibus Amendment No. 1 shall not constitute
a novation of the Transaction Documents, but shall constitute modifications thereof. The parties hereto agree to be bound by the terms and conditions of the Transaction Documents, as modified by this Omnibus Amendment No. 1, as though such
terms and conditions were set forth herein. 
 Section 4.        Representations. 

Seller and Guarantor each represents and warrants, as of the Effective Date, as follows: 

(a) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly
qualified in each jurisdiction necessary to conduct business as presently conducted; 
 (b) the execution, delivery and performance by it of
this Omnibus Amendment No. 1 are within its corporate, company or partnership powers, has been duly authorized and does not contravene (i) its organizational documents or its applicable resolutions, (ii) any Requirements of Law or
(iii) any contractual obligation to which it is a party; 
 (c) other than applicable resolutions, no consent, license, permit,
approval or authorization of, or registration, filing or declaration with, any Governmental Authority or other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against it of this Omnibus
Amendment No. 1 or the Transaction Documents; 
 (d) this Omnibus Amendment No. 1 has been duly executed and delivered by it; 

(e) each of this Omnibus Amendment No. 1 and the Transaction Documents constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, other limitations on creditors’ rights generally and general principles of equity; and 

(f) after giving effect to this Omnibus Amendment No. 1, it is in compliance with its covenants set forth in the Transaction Documents
and no Default or Event of Default exists; 
 Section 5.        Miscellaneous. 

(a) This Omnibus Amendment No. 1 may be executed in any number of counterparts (including by facsimile), and by the different parties
hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. The parties intend that faxed signatures and electronically imaged
signatures such as PDF files shall constitute original signatures and are binding on all parties. 
 (b) The descriptive headings of the
various sections of this Omnibus Amendment No. 1 are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 

  
 3 








 (c) This Omnibus Amendment No. 1 (together with the other Transaction Documents, as amended
hereby) represents the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties. 

(d) Seller and Guarantor shall pay on demand all of Purchaser’s out-of-pocket costs and expenses, including reasonable fees and expenses
of accountants, attorneys and advisors, incurred in connection with the preparation, negotiation, execution and consummation of this Amendment. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 4 








 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment No. 1 to be
executed by their respective officers thereunto duly authorized, as of the date first above written. 
  

							
	SELLER:
	
	RAIT CMBS CONDUIT II, LLC
	a Delaware limited liability company
		
	By:		RAIT Funding, LLC, a Delaware limited liability company, its sole Member
			
			By:		Taberna Realty Finance Trust, a Maryland real estate investment trust, its sole Member
				
					By:		 /s/ James Sebra

					Name:		James Sebra
					Title:		Chief Financial Officer


 [SIGNATURES CONTINUE ON FOLLOWING PAGES] 

  
 First Omnibus Amendment to

 Master Repurchase Agreement 
 And
Other Transaction Documents 









 [SIGNATURES CONTINUED FROM PREVIOUS PAGE] 

 

 
			
	BUYER:
	
	 BARCLAYS BANK PLC
 a public
limited company originated under the laws of England and Wales

		
	By:		 /s/ Michael Birajiclian

	Name:		Michael Birajiclian
	Title:		Authorized Signatory


 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 

  
 First Omnibus Amendment to

 Master Repurchase Agreement 
 And
Other Transaction Documents 









 [SIGNATURES CONTINUED FROM PREVIOUS PAGE] 

 

 
			
	GUARANTOR:
	
	 RAIT FINANCIAL TRUST
 a
Maryland real estate investment trust

		
	By:		 /s/ James Sebra

	Name:		James Sebra
	Title:		 Chief Financial Officer




  
 First Omnibus Amendment to

 Master Repurchase Agreement 
 And
Other Transaction Documents