Exhibit 10.1


 


EXECUTION VERSION


 


SECOND
AMENDMENT TO

MASTER REPURCHASE AGREEMENT and second amendment to fee letter 


 


SECOND AMENDMENT TO
MASTER REPURCHASE AGREEMENT AND SECOND AMENDMENT TO FEE LETTER, dated as of September 2, 2016 (this “Amendment”),
by and between Barclays Bank PLC, a public limited company organized under the laws of England and Wales (including
any successor thereto, “Purchaser”), RFT BB Loan, LLC (formerly known as ARC RFT BB Loan, LLC),
a limited liability company organized under the laws of the State of Delaware, as seller (together with its successors and permitted
assigns, “Seller”) and Realty Finance Trust,
Inc. (formerly known as ARC Realty Finance Trust, Inc.), a corporation organized under the laws of the State of Maryland,
as guarantor (“Guarantor”). Capitalized terms used and not otherwise defined herein shall have the meanings
given to such terms in the Repurchase Agreement (as defined below).


 


RECITALS


 


WHEREAS, Purchaser
and Seller are parties to (i) that certain Master Repurchase Agreement, dated as of September 5, 2014, as amended by that
certain First Amendment to Master Repurchase Agreement and First Amendment to Fee Letter, dated as of May 12, 2016 (the “Existing
Repurchase Agreement” and as amended by this Amendment, the “Repurchase Agreement”) and (ii) that
certain Fee Letter, dated as of September 5, 2014, as amended by that certain First Amendment to Master Repurchase Agreement and
First Amendment to Fee Letter, dated as of May 12, 2016 (the “Existing Fee Letter” and as amended by this Amendment,
the “Fee Letter”);


 


WHEREAS, Guarantor
indirectly owns one hundred percent (100%) of the Capital Stock of Seller and Guarantor derives benefits, directly and indirectly,
from the execution, delivery and performance by Seller of the Transaction Documents, and the transactions contemplated by the Repurchase
Agreement and the other Transaction Documents;


 


WHEREAS, in connection
with the Repurchase Agreement, Guarantor made that certain Guaranty, dated as of September 5, 2014, as amended by that certain
First Amendment to Guaranty, dated as of December 30, 2015, for the benefit of Purchaser (the “Guaranty”);


 


WHEREAS, Seller
has requested an extension (the “Extension”) of the Termination Date; and


 


WHEREAS, Purchaser,
Seller and Guarantor desire to evidence the Extension and to make certain other modifications to the Existing Repurchase Agreement
and the Existing Fee Letter as set forth herein.


 


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


 






     


     


    

 


ARTICLE
I.

Amendments


 


Section 1.             Amendments
to the Existing Repurchase Agreement.


 


(a)          Article 2
of the Existing Repurchase Agreement is hereby amended by deleting the definition of “Termination Date” in its entirety
and replacing it with the following:


 


“Termination Date”
shall mean the day that is the earlier of (i) the later of October 6, 2016, or, if the Termination Date Extension Conditions have
been satisfied, March 6, 2017; or (ii) upon five (5) Business Days prior written notice from Seller to Purchaser so long as no
Default or Event of Default has occurred or is continuing under the Agreements.


 


(b)         Article 3(i)
of the Existing Repurchase Agreement is hereby amended by deleting in its entirety and replacing it with the following:


 


(i)Facility Expiration
Extension. (i) Provided that all of the extension conditions listed in clause (ii) below (collectively, the “Termination
Date Extension Conditions”) shall have been satisfied (A) the then-current Termination Date (each, a “Current
Termination Date”) shall be extended in accordance with clause (i) of the definition of “Termination Date”
and (B) the Repurchase Date for each Purchased Asset shall be extended to March 6, 2017. Seller shall provide notice
to Purchaser at least five (5) Business Days prior to the date on which Seller intends to pay the Extension Fee pursuant to Article 3(i)(ii)(B).


 


(ii)For purposes of
this Article 3(i), the Termination Date Extension Conditions shall be deemed to have been satisfied if:


 


(A)Seller
shall have provided written notice to Purchaser not later than 5 p.m. ET on September 29, 2016 that Seller desires to extend
the Termination Date and including a certification from Seller that it reasonably expects that the Termination Date Extension Conditions
will be satisfied as of the applicable Current Termination Date;


 


(B)Purchaser
shall have received, on or before the applicable Current Termination Date, payment from Seller, as consideration for Purchaser’s
agreement to extend the then-current Termination Date, of an Extension Fee, such amount to be paid to Purchaser in Dollars, in
immediately available funds, without deduction, set-off or counterclaim;


 






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(C)either
(i) the acquisition of the current external manager of Guarantor by a counterparty that is satisfactory to Purchaser in its
sole and absolute discretion has been completed or (ii) the approval by the Board of Directors of Guarantor of a new external
manager of Guarantor that is satisfactory to Purchaser in its sole and absolute discretion has been completed;


 


(D)
no Material Adverse Effect, Default or Event of Default under this Agreement shall have occurred and be continuing as of the
applicable Current Termination Date; and


 


(E)all
representations and warranties made by Seller and Guarantor in the Transaction Documents (other than those contained in Article 9(b)(xiv)(D))
shall be true, correct, complete and accurate in all respects as of the applicable Current Termination Date.


 


Section 2.             Amendments
to the Existing Fee Letter.


 


(a)          Section 1
of the Existing Fee Letter is hereby amended by deleting the definitions of “Exit Fee” in its entirety and replacing
it with the following:


 


“Exit Fee”
shall mean, a non-refundable fee that shall be deemed due, earned and payable when the outstanding Purchase Price for any Purchased
Asset is repaid equal to the product of (a)(x) with respect to any repayment occurring on September 2, 2016, 0.50%, (y) with
respect to any repayment occurring from but excluding September 2, 2016 through and including October 6, 2016, 1.00%,
and (z) with respect to any repayment occurring after October 6, 2016, 2.00% and (b) the amount of Purchase Price
repaid. In the event that, on or prior to December 31, 2016, any Purchased Asset is included in a securitization for which
Purchaser or an affiliate of Purchaser acts as sole structuring agent and lead placement agent, the Exit Fee payable in connection
with the repurchase of such Purchased Asset shall be credited to any structuring or placement fees payable by Seller or its affiliate
to Purchaser or its affiliate in connection with such securitization.


 






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(b)          Section 1
of the Existing Fee Letter is hereby amended by deleting the definition of “Extension Fee” in its entirety and replacing
it with the following:


 


“Extension Fee”
shall mean a non-refundable fee equal to the product of (i) 1.00% and (ii) the Maximum Facility Purchase Price (as same shall
be reduced by the amount of any repayment occurring on September 2, 2016).


 


(c)          Section 1
of the Existing Fee Letter is hereby amended by deleting the definition of “Maximum Facility Purchase Price” in its
entirety and replacing it with the following:


 


“Maximum Facility
Purchase Price” shall mean $121,913,500.00, which represents the outstanding Purchase Price as of the beginning of the
day on September 2, 2016 (for the avoidance of doubt, not taking into account any repayment occurring on September 2, 2016),
and which shall be automatically reduced (but not increased) to equal the Purchase Price outstanding from time to time.


 


(d)         Section 1
of the Existing Fee Letter is hereby amended by deleting the definition of “Purchase Price Percentage” in its entirety
and replacing it with the following:


 


“Purchase Price
Percentage” shall mean, with respect to each Purchased Asset, the Purchase Price Percentage set by Purchaser for such
Purchased Asset in its sole and absolute discretion, as the same shall be adjusted in accordance with the Pricing Matrix. The Purchase
Price Percentage set by Purchaser for a Purchased Asset shall be specified in the related Confirmation and shall not exceed the
percentage set forth in the column entitled “Maximum Purchase Price Percentage” in the Pricing Matrix for the applicable
type of Purchased Asset during the applicable period. Notwithstanding the foregoing, nothing herein shall be construed to limit
the ability of Purchaser to at any time re-determine the Market Value for any Purchased Asset.


 


(e)          Section 1
of the Existing Fee Letter is hereby amended by deleting the definition of “Spread” in its entirety and replacing it
with the following:


 


“Spread”
shall mean, with respect to a Transaction involving a Purchased Asset, the sum of (i) so long as no Event of Default shall
have occurred and be continuing, the interest rate per annum set forth in the column entitled “Spread” in the Pricing
Matrix for the applicable type of Purchased Asset or (ii) after the occurrence and during the continuance of an Event of Default,
the rate per annum equal to the rate per annum set forth in clause (a) above plus 5%.


 






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(f)          The Existing Fee
Letter is hereby amended by adding the following Section 6 at the end thereof.


 


Section 6.Principal
Payments.


 


If the
Current Termination Date is extended in accordance with Article 3(i) of the Master Repurchase Agreement, Seller shall pay
to Purchaser on any date occurring:


 


(i)from
but excluding October 16, 2016 through and including October 21, 2016, an amount equal to $7,000,000; and


 


(ii)from
but excluding October 21, 2016 through and including December 15, 2016, an amount equal to $25,000,000,


 


in each case to be applied
by Purchaser to reduce the outstanding Repurchase Price of the Purchased Assets on a pro rata and pari passu basis,
based on the outstanding Repurchase Price of each Purchased Asset. For the avoidance of doubt, each such payment shall be accompanied
by the Exit Fee calculated at the 2.00% rate.


 


After September 2, 2016,
other than the above required payments in reduction of the Repurchase Price, Seller shall not be permitted to make any other payments
in reduction of the Repurchase Price for any Purchased Asset (other than (i) as a result of the repayment of a Purchased Asset,
in whole or in part, by an Underlying Obligor, (ii) in order to cure a Margin Deficit or (iii) if Purchaser requires the repurchase
of a Purchased Asset that ceases to be an Eligible Asset), unless Seller is reducing the aggregate outstanding Repurchase Price
to zero and simultaneously repurchasing all of the Purchased Assets in accordance with the Repurchase Agreement.


 


(g)         Exhibit I to the
Existing Fee Letter is hereby deleted in its entirety and replaced with Exhibit I to this Amendment.


 






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ARTICLE
II.

OTHER AGREEMENTS


 


(a)          On or prior to
the date hereof, Seller shall pay to Purchaser an amount equal to (i) $10,000,000 to be applied by Purchaser to reduce the
outstanding Repurchase Price of the Purchased Assets on a pro rata and pari passu basis, based on the outstanding Repurchase Price
of each Purchased Asset plus (ii) the applicable Exit Fee.


 


(b)         On or prior to
the date hereof, Seller shall pay to Purchaser, by wire transfer of immediately available funds, a non-refundable extension fee
in an amount equal to $1,245,000.


 


(c)          Seller, Guarantor
and Purchaser agree that, as of the date hereof, the “Repurchase Date” for each existing Purchased Asset under the
Repurchase Agreement shall be October 6, 2016.


 


ARTICLE
III.

Representations


 


(a)          Each of Seller
and Guarantor hereby represents and warrants (as to itself) to Purchaser that, as of the date hereof:


 


(i)it is
duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of formation or organization;


 


(ii)it
is duly authorized to execute and deliver this Amendment and to perform its obligations under this Amendment and the other Transaction
Documents to which it is a party, as modified hereby, and has taken all necessary action to authorize such execution, delivery
and performance;


 


(iii)the
execution, delivery and performance of this Amendment of the other Transaction Documents to which it is a party, as modified hereby,
will not violate any Requirement of Law applicable to it or its organizational documents or any agreement by which it is bound
or by which any of its assets are affected;


 


(iv)the
person signing this Amendment on its behalf is duly authorized to do so on its behalf;


 


(v)this
Amendment has been duly executed and delivered by it;


 


(vi)this
Amendment and each other Transaction Document to which it is a party, as modified hereby, 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


 


(vii)no
consent, license, permit, notice, approval or authorization of, or registration, filing or declaration or other actions 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 Amendment or any other Transaction Document to which it is a party, as modified hereby.


 






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(b)         Seller hereby
represents and warrants to Purchaser that, as of the date hereof, all representations and warranties made by it in Article 9 of
the Existing Repurchase Agreement (other than those contained in Article 9(b)(xiv)(D) of the Existing Repurchase Agreement)
are true and correct.


 


(c)          Guarantor hereby
represents and warrants to Purchaser that, as of the date hereof, all representations and warranties made by it in Article IV of
the Guaranty are true and correct.


 


ARTICLE
IV.

CONDITIONS PRECEDENT


 


The effectiveness of
this Amendment is subject to the satisfaction of the following conditions precedent on or before the date hereof:


 


(a)         The representations
and warranties of Seller and Guarantor set forth herein shall be true, correct, complete and accurate in all respects as of the
date hereof;


 


(b)         Purchaser shall
have received from Seller the amounts set forth in Articles 2(a) and (b) above; and


 


(c)          Seller shall have
paid or reimbursed all of Purchaser’s out-of-pocket costs and expenses, including reasonable fees and expenses of counsel,
incurred in connection with the preparation, negotiation, execution and consummation of this Amendment and other costs and expenses
due and payable as of the date hereof pursuant to Article 25(b) of the Repurchase Agreement.


 


ARTICLE
V.

Governing Law


 


THIS AMENDMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


ARTICLE
VI.

Miscellaneous


 


(a)          Limitations.
This Amendment shall not constitute, and shall not be construed as, a waiver of any right or remedy of Purchaser under the Repurchase
Agreement. All such rights and remedies are hereby expressly reserved by Purchaser.


 


(b)         Full Agreement.
This Amendment contains a final and complete integration of all prior expressions by the parties with respect to the subject matter
hereof.


 






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(c)         Amendment.
This Amendment may not be amended or otherwise modified, waived or supplemented except by an instrument in writing signed by the
parties hereto.


 


(d)         Severability.
Each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if
any provision of this Amendment shall be prohibited by or be invalid under such law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this
Amendment.


 


(e)          Binding Agreement;
Successors and Assigns. This Amendment shall inure to the benefit of and the obligations hereunder shall be binding upon the
parties hereto and their respective successors and assigns.


 


(f)          Headings.
The headings in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of
this Amendment.


 


(g)         Counterparts.
This Amendment may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts
shall together constitute but one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures
(such as PDF files) shall constitute original signatures and are binding on all parties.


 


(h)         Transaction
Document. This Amendment, the Existing Repurchase Agreement, as amended by this Amendment, and the Existing Fee Letter, as
amended by this Amendment, are each a Transaction Document. Except as expressly amended or modified hereby, the Existing Repurchase
Agreement, the Existing Fee Letter and the other Transaction Documents shall each be and shall remain in full force and effect
in accordance with their terms.


 


[SIGNATURES FOLLOW]


 




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IN WITNESS WHEREOF,
the parties have caused this Amendment to be duly executed as of the date first above written.


 





	 	BARCLAYS BANK PLC, as Purchaser	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Michael Birajiclian	 
	 	 	Name: Michael Birajiclian	 
	 	 	Title:   Authorized Signatory	 
	 	 	 	 
	 	RFT BB LOAN, LLC, as Seller	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Peter M. Budko	 
	 	 	Name: Peter M. Budko	 
	 	 	Title:   Chief Executive Officer	 
	 	 	 	 
	 	REALTY FINANCE TRUST, INC., as Guarantor	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Peter M. Budko	 
	 	 	Name: Peter M. Budko	 
	 	 	Title:   Chief Executive Officer	 







  







    
 Second Amendment to Master Repurchase Agreement and Second Amendment to Fee Letter



     


    

 


EXHIBIT I


 


PRICING MATRIX


 


	Purchased Asset Type / 

Property Type	Maximum Purchase Price

 Percentage	Minimum 

DSCR 

(Total 

Debt)	As-Is LTV 

(Total

 Debt)	Spread
	Mortgage Loans

 collateralized by

 Multifamily, Office, Retail

 and Industrial properties	September 2, 2016 

through and including 

October 20, 2016	64.26%	1.10x	Less than

 80%	
        Prior to

 October 6, 

2016, 2.50%

         

         

         

        On and after October 6,

 2016, 3.00% 

	October 21, 2016 

through and including

 December 14, 2016	60.24%
	On and after

 December 15, 2016 	45.88%
	Mortgage Loans

 collateralized by other

 property types	September 2, 2016

 through and including

 October 20, 2016	59.67%	1.40x	Less than

 50%	
        Prior to

 October 6, 

2016, 2.75%

         

         

         

        On and after October 6, 

2016, 3.25% 

	October 21, 2016

 through and including

 December 14, 2016	55.94%
	On and after

 December 15, 2016 	42.61%
	Mortgage Loans

 collateralized by other

 property types	September 2, 2016 

through and including

 October 20, 2016	59.67%	1.15x	Greater 

than 50%

 but less 

than 75%	
        Prior to 

October 6, 

2016, 3.00%

         

         

         

        On and after October 6,

 2016, 3.50% 

	October 21, 2016

 through and including

 December 14, 2016	55.94%
	On and after 

December 15, 2016 	42.61%