EX-10.2






AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT




Amendment No. 3, dated as of September 28, 2015 (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 by Amendment No. 1, dated as of March 17, 2014 and
Amendment No. 2, dated as of March 27, 2014, the “Existing Repurchase Agreement”; as
further 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. Applicability. Section 1 of the Existing Repurchase Agreement is hereby
amended by deleting the first paragraph of such section in its entirety and replacing it with the
following:




From time to time the parties hereto may enter into transactions in which (a) Seller
agrees to transfer to Buyer Purchased Assets against the transfer of funds by Buyer, and (b)
Buyer simultaneously agrees to transfer to Seller each of such Purchased Assets on the
applicable Repurchase Date, against the transfer of funds by Seller. Each such transaction
shall be referred to herein as a “Transaction” and shall be governed by this
Agreement (including any supplemental terms or conditions contained in any annexes
identified herein, as applicable hereunder), unless otherwise agreed in writing. This
Agreement is not a commitment by Buyer to enter into Transactions with Seller but rather
sets forth the procedures to be used in connection with periodic requests for Buyer to enter
into Transactions with Seller. Seller hereby acknowledges that Buyer is under no obligation
to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. Any
commitment to enter into Transactions shall be set forth in the Pricing Letter, and shall be
subject to satisfaction of all terms and conditions of this Agreement.



SECTION 2. Definitions. Section 2 of the Existing Repurchase Agreement is hereby
amended by:



2.1 deleting the definitions of “Maximum Aggregate Purchase Price” and “Price
Differential Shortfall” in their entirety and replacing them with the following:




“Maximum Aggregate Purchase Price” shall mean $75,000,000, which amount may be
increased as mutually agreed by Buyer and Seller prior to the Termination Date.




“Price Differential Shortfall” shall mean the amount, if any, by which the sum
of (x) the actual aggregate Price Differential paid to Buyer up to the Termination Date plus
(y) Securitization Fees is less than the Minimum Price Differential.



2.2 adding the following definition in its proper alphabetical order:




“Up-Front Fee” shall have the meaning set forth in the Pricing Letter.



2.3 deleting the definitions of “Commitment Fee” and “Maximum Committed Purchase
Price” in their entirety and all references thereto.



SECTION 3. Initiation; Termination. Section 3 of the Existing Repurchase Agreement is
hereby amended by:



3.1 deleting the first paragraph of clause (b) in its entirety and replacing it with the
following:




Upon satisfaction of the conditions set forth in this Section 3(b), Buyer may enter
into a Transaction with Seller up to the Maximum Aggregate Purchase Price. Buyer may enter
into a Transaction in Buyer’s sole discretion. Buyer’s entering into each Transaction
(including the initial Transaction) is subject to the satisfaction of the following further
conditions precedent, both immediately prior to entering into such Transaction and also
after giving effect thereto to the intended use thereof:



3.2 deleting clause (b)(iv) in its entirety and replacing it with the following:




(iv) After giving effect to the requested Transaction, the aggregate outstanding
Purchase Price attributable to all Purchased Assets subject to then outstanding Transactions
under this Agreement shall not exceed the Maximum Aggregate Purchase Price.



3.3 deleting clause (c)(iii) in its entirety and replacing it with the following:




(iii) Upon satisfaction of the applicable conditions precedent set forth in Sections
3(a) and 3(b) hereof, and subject to due diligence review and approval of the proposed
Purchased Assets in accordance with Section 17, Buyer may agree to enter into such requested
Transaction so long as the conditions set forth herein are satisfied and after giving effect
to the requested Transaction the aggregate outstanding Purchase Price does not exceed the
Maximum Aggregate Purchase Price, in which case Buyer shall fund the Purchase Price in
accordance with this Agreement. Buyer’s funding the Purchase Price of the Transaction and
Seller’s acceptance thereof, will constitute the parties agreement to enter into such
Transaction. Upon remittance of the Purchase Price to Seller, Seller hereby grants,
assigns, conveys and transfers all rights, and a first priority security interest in and to
the Purchased Assets evidenced on the related Asset Schedule.



SECTION 4. Collections; Income Payments. Section 5 of the Existing Repurchase
Agreement is hereby amended by deleting clause (b)(i) in its entirety and replacing it with the
following:




(i) first, to the extent not paid by Seller, to the Custodian in payment of the
Custodial Fee and any accrued and unpaid fees (including, without limitation, any Up-Front
Fee) and expenses;



SECTION 5. Requirement of Law. Section 6 of the Existing Repurchase Agreement is
hereby amended by deleting clause (d) in its entirety and replacing it with the following:




(d) After payment of any Requirement of Law Premium, Seller will be entitled to notify
Buyer of its intention to repay all Obligations hereunder and terminate this Agreement, and
(i) Buyer will rebate to Seller the most recently paid installment of the Up-Front Fee,
pro-rated for the portion of such three month period from the date Seller terminated the
Agreement, and no further installments of the Up-Front Fee, if any, shall be due or payable
(notwithstanding anything set forth in the Program Documents), (ii) Seller shall pay the
Exit Fee, pro-rated based on the period the Agreement was in effect, and (iii) Seller shall
pay the Price Differential Shortfall, if any, pro-rated based on the period the Agreement
was in effect.



SECTION 6. 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:



6.1 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;




(b) Amendment No. 3 to Pricing Letter, dated as of the date hereof, executed and
delivered by duly authorized officers of the Buyer, Seller and Guarantor;




(c) Amendment No. 3 to Custodial Agreement, dated as of the date hereof, executed and
delivered by duly authorized officers of the Buyer, Seller and Custodian; and




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



SECTION 7. 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 8. 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 9. 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 10. 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 11. 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 12. 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 13. 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.



[SIGNATURE PAGE FOLLOWS]




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/ David Schell






	 	 	Name: David Schell

Title: Executive Director






	 	 	 	By:
/s/ Nicholas Galeone






	 	 	Name: Nicholas Galeone

Title: Executive 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:
/s/ James Sebra






	 	 	Name: James Sebra

Title: Chief Financial Officer






	 	 	 	RAIT
FINANCIAL TRUST, as Guarantor






	 	 	 	By:
/s/ James Sebra






	 	 	Name: James Sebra

Title: Chief Financial Officer