EX-10.2






SECOND AMENDMENT TO GUARANTY




SECOND AMENDMENT TO GUARANTY, dated December 12, 2014 but effective as of November 19, 2014
(the “Effective Date”) (this “Amendment”), by and between Barclays Bank PLC, a
public limited company organized under the laws of England and Wales (together with its successors
and assigns, “Purchaser”), and RAIT Financial Trust, a Maryland real estate investment
trust (together with its successors and permitted assigns, “Guarantor”). Capitalized terms
used and not otherwise defined herein shall have the meanings given to such terms in the Guaranty
(as defined below and as amended hereby).



RECITALS




WHEREAS, Seller and Purchaser are parties to that certain Master Repurchase Agreement, dated
as of November 23, 2011, as amended by (i) that certain First Amendment to the Master Repurchase
Agreement, dated as of December 27, 2011, by and between Seller and Purchaser, (ii) that certain
Second Amendment to the Master Repurchase Agreement, dated as of February 16, 2012, by and between
Seller and Purchaser, (iii) that certain First Omnibus Amendment to Master Repurchase Agreement and
Other Transaction Documents, dated as of June 30, 2013 (the “Omnibus Amendment”), by and
among Seller, Purchaser and RAIT Financial Trust and (iv) that certain Third Amendment to the
Master Repurchase Agreement, dated December 12, 2014 but effective as of November 19, 2014, by and
between Seller and Purchaser, (as the same may be further amended, modified, restated, replaced,
waived, substituted, supplemented or extended from time to time, the “Repurchase
Agreement”), and other Transaction Documents; and



WHEREAS, in connection with the Repurchase Agreement, Guarantor executed and delivered that
certain Guaranty, dated as of November 23, 2011, by Guarantor for the benefit of Buyer, as amended
by the Omnibus Amendment (the “Guaranty”); and



WHEREAS, Guarantor and Purchaser desire to make certain modifications to the Guaranty as
further 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 1




AMENDMENT TO GUARANTY




(a) Article V(g) of the Guaranty is hereby amended by deleting it in its entirety and
replacing it with the following:



(g) Financial Covenants. Guarantor shall at all times
satisfy the following financial covenants:



(i) 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.



(ii) Minimum Fixed Charge Coverage Ratio.
Guarantor shall at all times maintain a Fixed Charge
Coverage Ratio of no less than 1.20 : 1.00.



(iii) Maximum Leverage. Guarantor shall at all
times maintain a ratio of (x) Total Liabilities to (y)
Adjusted Total Assets of no greater than 80%.



(iv) Minimum Cash Liquidity. Guarantor shall
at all times maintain Cash Liquidity of no less than
$10,000,000.



(v) Minimum Total Liquidity. Guarantor shall
at all times maintain Total Liquidity of no less than
$20,000,000.



(b) The following definition is added to Article 1 of the Guaranty:



“Adjusted Total Assets” shall mean, with respect to any Person on any
date, all amounts that would be included under total assets on a balance sheet of
such Person and its consolidated Subsidiaries at such date, determined on a
consolidated basis in accordance with GAAP, plus accumulated depreciation, minus (i)
goodwill, and (ii) the amount of deferred financing expenses and amortizing
intangibles, in the aggregate, that exceeds 10% of Adjusted Book Value.



(c) The definition of “Special Book Value Adjustments” in Article 1 of the
Guaranty is hereby amended by deleting it in its entirety and replacing it with the following:



“Special Book Value Adjustments” means, as of a particular date, the
following adjustments, made on a cumulative basis: (i) the GAAP adjustment to
Guarantor’s book value that reflects the fair value 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.



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ARTICLE 2




REPRESENTATIONS




Guarantor represents and warrants to the Purchaser, as of the date of this Amendment and as of
the Effective Date, as follows:



(a) all representations and warranties made by it in the Guaranty are true and correct;



(b) 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;



(c) it is duly authorized to execute and deliver this Amendment and to perform its obligations
under the Guaranty, as amended and modified hereby, and has taken all necessary action to authorize
such execution, delivery and performance;



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



(e) the execution, delivery and performance of this Amendment 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; and



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



(g) the Guaranty, as amended and 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.



ARTICLE 3

EXPENSES




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.



ARTICLE 4




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 5-140 1 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).



ARTICLE 5




MISCELLANEOUS




(a) Except as expressly amended or modified hereby, the Guaranty and the other Transaction
Documents shall each be and shall remain in full force and effect in accordance with their terms.



(b) The 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.



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



(d) This Amendment may not be amended or otherwise modified, waived or supplemented except as
provided in the Guaranty.



(e) This Amendment contains a final and complete integration of all prior expressions by the
parties with respect to the subject matter hereof and shall constitute the entire agreement among
the parties with respect to such subject matter, superseding all prior oral or written
understandings.



(f) This Amendment and the Guaranty, as amended and modified hereby, is a Transaction Document
and shall be construed in accordance with the terms and provisions of the Guaranty.



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




	 	 	 	PURCHASER:






	 	 	 	BARCLAYS BANK PLC, a public limited company
organized under the laws of England and
Wales






	 	 	 	By:
/s/ Michael Birajiclian






	 	 	Name: Michael Birajiclian

Title: Authorized Signatory





[SIGNATURES CONTINUED ON FOLLOWING PAGE]






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	 	 	 	GUARANTOR:






	 	 	 	RAIT
FINANCIAL TRUST, a Maryland a Maryland real
estate investment trust






	 	 	 	By:
/s/ Scott Davidson






	 	 	Name: Scott Davidson

Title: President






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