EX-10.9.1



 Exhibit 10.9.1 

EXECUTION 
 AMENDMENT NO. 1

 TO MASTER REPURCHASE AGREEMENT 

Amendment No. 1, dated as of March 17, 2014 (this “Amendment”), among UBS Real Estates Securities Inc. (the
“Buyer”), RAIT CRE Conduit II, LLC (the “Seller”) and RAIT Financial Trust (“Guarantor”). 

RECITALS 
 The Buyer,
Seller and Guarantor are parties to (a) that certain Master Repurchase Agreement, dated as of January 24, 2014 (as amended from time to time, the “Existing Repurchase Agreement”; as amended by this Amendment, the
“Repurchase Agreement”) and (b) that certain Pricing Letter, dated as of January 24, 2014 (as amended from time to time, the “Pricing Letter”). The Guarantor is a party to that certain Guaranty (as amended
from time to time, the “Program Guaranty”), dated as of January 24, 2014, made by Guarantor in favor of the Buyer. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing
Repurchase Agreement and the Program Guaranty, as applicable. 
 The Buyer, Seller and Guarantor have agreed, subject to the terms and
conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending the Existing Repurchase Agreement, Buyer
has required Guarantor to ratify and affirm the Program Guaranty on the date hereof. 
 Accordingly, the Buyer, Seller and Guarantor hereby
agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows: 

SECTION 1. Transaction Request and Confirmation. The Existing Repurchase Agreement is hereby amended by deleting Exhibit F in its
entirety and replacing it with Schedule 1 hereto. 
 SECTION 2. Conditions Precedent. This Amendment shall become effective as of the
date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent: 
 2.1
Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: 

(a) this Amendment, executed and delivered by duly authorized officers of the Buyer, Seller and Guarantor; and 

(b) such other documents as the Buyer or counsel to the Buyer may reasonably request. 

SECTION 3. Ratification of Agreement. As amended by this Amendment, the Existing Repurchase Agreement is in all respects ratified and
confirmed and the Existing Repurchase Agreement as so modified by this Amendment shall be read, taken, and construed as one and the same instrument. 







 SECTION 4. Representations and Warranties. Seller hereby represents and warrants to the
Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the
representations and warranties contained in Section 11 of the Repurchase Agreement. 
 SECTION 5. Limited Effect. Except as
expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 

SECTION 6. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or
agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. 
 SECTION 7.
Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart.
The parties agree that this Amendment, any documents to be delivered pursuant to this Amendment and any notices hereunder may be transmitted between them by email and/or by facsimile. Delivery of an executed counterpart of a signature page of this
Amendment in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment. The original documents shall be promptly delivered, if requested. 

SECTION 8. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE
RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE
EFFECTIVENESS, VALIDITY AND ENFORCEABILITY OF ELECTRONIC CONTRACTS, OTHER RECORDS, ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES USED IN CONNECTION WITH ANY ELECTRONIC TRANSACTION BETWEEN BUYER AND SELLER PARTY SHALL BE GOVERNED BY E-SIGN. 

SECTION 9. Reaffirmation of Program Guaranty. The Guarantor hereby (i) agrees that the liability of Guarantor or rights of Buyer
under the Program Guaranty shall not be affected as a result of this Amendment, (ii) ratifies and affirms all of the terms, covenants, conditions and obligations of the Program Guaranty and (iii) acknowledges and agrees that such Program
Guaranty is and shall continue to be in full force and effect. 

  
 2 








 [SIGNATURE PAGE FOLLOWS] 

  
 3 








 IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written. 
  

					
	UBS REAL ESTATE SECURITIES INC., as Buyer
		
	By:	 	/s/ Jackson Sastri
		 	  

		 	Name:	 	Jackson Sastri
		 	Title:	 	Director
		
	By:	 	/s/ Siho Ham
		 	  

		 	Name:	 	Siho Ham
		 	Title:	 	Director
	
	RAIT CRE CONDUIT II, LLC, as Seller
		
	By:	 	RAIT Partnership, L.P., its sole member and manager
		
	By:	 	RAIT General, Inc., its sole general partner
		
	By:	 	  

		 	Name:	 	
		 	Title:
	
	RAIT FINANCIAL TRUST, as Guarantor
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 Signature Page to
Amendment No. 1 to Master Repurchase Agreement 








 IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written. 
  

			
	UBS REAL ESTATE SECURITIES INC., as Buyer
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


  

					
	RAIT CRE CONDUIT II, LLC, as Seller
		
	By:	 	RAIT Partnership, L.P., its sole member and manager
		
	By:	 	RAIT General, Inc., its sole general partner
		
	By:	 	/s/ Kenneth R. Frappier
		 	  

		 	Name:	 	Kenneth R. Frappier
		 	Title:	 	Executive Vice President


  

					
	RAIT FINANCIAL TRUST, as Guarantor
		
	By:	 	/s/ Kenneth R. Frappier
		 	  

		 	Name:	 	Kenneth R. Frappier
		 	Title:	 	Executive Vice President



  
 Signature Page to
Amendment No. 1 to Master Repurchase Agreement 








 SCHEDULE 1 TO AMENDMENT NO. 1 

EXHIBIT F 
 FORM OF
TRANSACTION REQUEST AND CONFIRMATION 
             , 2014 

UBS Real Estate Securities Inc. 
 1285 Avenue of the Americas, 8th Floor 
 New York, New York 10019 

Attention: David Schell 
  

	 	Re:	Master Repurchase Agreement, dated as of January 24, 2014 (the “Repurchase Agreement”), among RAIT CRE Conduit II, LLC (“Seller”), RAIT Financial Trust (“Guarantor”) and UBS Real
Estate Securities Inc. (the “Buyer”). 

 Eligible Asset: 

Original Principal Amount of Note: 
 Purchase Price: 

Ladies and Gentlemen: 
 Pursuant to the
Agreement, Seller hereby requests that Buyer enter into a Transaction to purchase the Eligible Assets listed on the Asset Schedule attached hereto as Annex 1 in accordance with the Agreement. 

In connection with this Transaction Request and Confirmation, the undersigned hereby certifies that: (i) each of the Transaction
conditions precedent set forth in Section 3 of the Agreement has been satisfied as of the date hereof, or will be satisfied on the proposed Purchase Date (other than the conditions precedent set forth in clauses (i), (vii), (xi) and
(xii) of Section 3(b) of the Agreement); (ii) attached hereto as Annex 2 is the Purchase Closing Statement for the Eligible Asset; and (iii) attached hereto is (x) the Summary Diligence Materials relating to the
Eligible Asset described on Annex 3 hereto, and (y) with respect to the Eligible Asset, an Asset Schedule attached hereto as Annex 1. 

With respect to the representations and warranties of Seller made pursuant to Section 11 of the Agreement and Schedule 1
thereto, Seller hereby informs Buyer of the exceptions to such representations and warranties, if any, set forth on the Schedule of Exceptions, attached as Annex 4 hereto. 

Seller hereby acknowledges that this Transaction Request and Confirmation shall not be binding upon Buyer unless and until Buyer has
countersigned this Transaction Request and Confirmation and delivered it to Seller. 

  
 Exh. F-1 








 Buyer confirms its agreement to enter into a Transaction to purchase the Eligible Assets which
are Purchased Assets listed in Annex I hereto in accordance with the terms listed in Annex I, pursuant to the Master Repurchase Agreement among Buyer, Seller and Guarantor, dated as of January 24, 2014 (the “Agreement”).

 [TO BE USED IF PRODUCTS ADDED: From and after the date hereof, all references to the representations and warranties set forth on Schedule
1 to the Agreement with respect to [Product Name] (but only [Product Name] and no other Approved Products shall be deemed modified as follows: 

[Insert any changes to the applicable Product] 

From and after the date hereof, all references to the following definitions set forth in the Agreement with respect to [Product Name] (but
only as to [Product Name] and no other Approved Products) shall be deemed modified as follows: 
 [Insert any changes for the applicable
Product]] 

  
 Exh. F-2 








 All capitalized terms used herein but not otherwise defined shall have the meanings specified in
the Agreement. The Agreement is incorporated by reference into this Transaction Request and Confirmation, and is made a part hereof as if it were fully set forth herein and as evidenced hereby until all amounts due in connection with this
Transaction are paid in full. 
  

			
	RAIT CRE CONDUIT II, LLC,
	a Delaware limited liability company, as Seller
		
	By:	 	RAIT Partnership, L.P., a Delaware limited partnership, its sole member and manager
		
	By:	 	RAIT General, Inc., a Maryland corporation, its general partner
		
	By:	 	  

	Name:
	Title:



  
 Exh. F-3 








 Buyer hereby agrees to purchase the Eligible Assets set forth in this Transaction Request and
Confirmation pursuant to the provisions of the Agreement and the terms hereof. 
 With respect to the representations and warranties of
Seller made pursuant to Section 11 of the Agreement and Schedule 1 thereto, Buyer hereby acknowledges and consents to the exceptions to such representations and warranties, if any. 

 

			
	Agreed and Accepted:
	
	UBS REAL ESTATE SECURITIES INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 Exh. F-4 








 Annex 1 to Exhibit F 

ASSET SCHEDULE1 

 

													
	 Property Summary

	 Loan Name
	  	 City
	  	 State
	  	 # of Prop
	  	 Property
Type
	  	 Property
Size
	  	 Unit of
Measure

		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	

  

																	
	 Loan Amounts
	  	NCF Dates
	 Loan Name
	  	Warehoused
Debt	  	RAIT Loan
Amount	  	UBS
Allocated
Loan Amt	  	Note Date	  	RAIT
Update	  	RAIT NCF at
Origination	  	RAIT NCF
Updated	  	UBS NCF
at Repo
Fin
		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	

  

	1 	Any Asset Schedule attached electronically to any Transaction Request and Confirmation shall be attached as a “pdf” file. 


  
 Annex 1 to Exhibit F 










																							
	 DSCR/DY Summary

	 Loan Name
	 	 UBS
Update
DSC
	 	 RAIT
at
Close
DSCR
	  	RAIT
Update
DSCR	  	UBS at Repo
Fin DSCR	  	Facility
Minimum	  	Cushion	  	DY on Senior
Debt	  	65% Adv.
Rate DY	  	DY to RAIT
Last Dollar	  	Facility
Minimum	  	Cushion
		 		 		  		  		  		  		  		  		  		  		  	
		 		 		  		  		  		  		  		  		  		  		  	
		 		 		  		  		  		  		  		  		  		  		  	
		 		 		  		  		  		  		  		  		  		  		  	

  

																	
	 LTV/LTC Summary

	 Loan Name
	  	UBS Updated LTV	  	RAIT at
Close LTV	  	UBS at Close
LTV	  	Facility
Maximum	  	Cushion	  	UBS Last $
Out LTV	  	LTC RAIT
Debt
Positon	  	Loan Purpose
		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	


  
 Annex 1 to Exhibit F 









 Annex 2 to Exhibit F 

PURCHASE CLOSING STATEMENT 

UBS Real Estate Securities, Inc. 

RAIT Facility 
 Funding
Memorandum 
  

			
	To:	  	U.S. Real Estate Finance Group
		
	From:	  	RAIT CRE Conduit II LLC
		
	Date:	  	[            ]
		
	Subject:	  	[ASSET NAME]

  
  

Please wire the following: 
 WIRE I: 

 

													
	Funding for:	  	Loan Amount	 	 	Advance Rate	 	 	Advance Amount	 
	 [ASSET NAME]
	  	$	[        	] 	 	 	[    	]% 	 	$	[        	] 
	 Total Advance Amount
	  	$	[        	] 	 	 	[    	]% 	 	$	[        	] 
				
	 Expenses
	  				 				 	$	[        	] 
				
	 Total Amount of Wire
	  				 				 	$	[        	] 

  

			
	Wire Instructions
		
	Bank:	  	TD Bank NA
	ABA No.	  	036001808
	Account Name:	  	RAIT CRE Conduit II LLC
	Account No:	  	4272237673
	Ref:	  	Funding of RAIT Loans
	Notify:	  	Caleb Kuhnmunch (212-243-9043)

  

	
	  

	Name:
	Title:
	RAIT CRE Conduit II LLC


  
 Annex 2 to Exhibit F 









 Annex 3 to Exhibit F 

SUMMARY DUE DILIGENCE MATERIALS 
 For Commercial
Mortgage Loans: 
 1. Underwriting 
 2. Appraisal 

3. Engineering 
 4. Environmental 

5. Current Financial Statements 
 6. Current Rent Roll 

7. Closing Binder 
 For Participation Interests: 

1. Underwriting 
 2. Appraisal 

3. Engineering 
 4. Environmental 

5. Current Financial Statements 
 6. Current Rent Roll 

7. Closing Binder 
 8. Documents Evidencing Participation
Agreement 
 9. Participation Certificate (if any) 

  
 Annex 3 to Exhibit F 









 Annex 4 to Exhibit F 

SCHEDULE OF EXCEPTIONS 

  
 Annex 4 to Exhibit F