EX-10.3






FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY




THIS FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY (this “Amendment”), dated as of December 12,
2014 (the “Effective Date”), is made by and among RAIT FINANCIAL TRUST., a Maryland real estate
investment trust (“Guarantor”) and CITIBANK, N.A. (together with its successors and/or assigns,
“Buyer”).



W I T N E S S E T H:




WHEREAS, RAIT CMBS CONDUIT I, LLC, a Delaware limited liability company (“Original Seller”),
RAIT CRE CONDUIT III, LLC, a Delaware limited liability company (“New Seller”; together with
Original Seller, collectively, “Seller”) and Buyer have entered into that certain Amended and
Restated Master Repurchase Agreement, dated as of July 28, 2014 (as the same may be amended,
supplemented, extended, restated, replaced or otherwise modified from time to time, the “Repurchase
Agreement”);



WHEREAS, in connection with the Repurchase Agreement, Guarantor is a party to that certain
Amended and Restated Guaranty, dated as of July 28, 2014 (as the same may be amended, supplemented
or otherwise modified from time to time, the “Guaranty”), made for the benefit of Buyer;



WHEREAS, all capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Repurchase Agreement or the Guaranty, as applicable; and



WHEREAS, Guarantor and Buyer desire to modify certain terms and provisions of the Guaranty as
set forth herein.



NOW, THEREFORE, in consideration of ten dollars ($10) and for other good and valuable
consideration, the receipt and legal sufficiency of which are hereby acknowledged, Guarantor and
Buyer covenant and agree as follows as of the Effective Date:



1. Modification of Guaranty. The Guaranty is hereby modified as of the Effective Date
as follows:



The following definitions are hereby added, in alphabetical order, to Section 1 of the
Guaranty or, if already present in the Guaranty, amended and restated in their entirety, as
follows:




“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.




“Leverage Ratio” means, at any date of determination, the ratio, expressed as a
percentage, of Total Liabilities to Adjusted Total Assets.




“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.



2. Guarantor’s Representations. Guarantor has taken all necessary action to authorize
the execution, delivery and performance of this Amendment. This Amendment has been duly executed
and delivered by or on behalf of Guarantor and constitutes the legal, valid and binding obligation
of Guarantor enforceable against Guarantor in accordance with its terms subject to bankruptcy,
insolvency, and other limitations on creditors’ rights generally and to equitable principles. No
Event of Default has occurred and is continuing, and no Event of Default will occur as a result of
the execution, delivery and performance by Guarantor of this Amendment. Any consent, approval,
authorization, order, registration or qualification of or with any Governmental Authority required
for the execution, delivery and performance by Guarantor of this Amendment has been obtained and is
in full force and effect (other than consents, approvals, authorizations, orders, registrations or
qualifications that if not obtained, are not reasonably likely to have a Material Adverse Effect).



3. Reaffirmation of Guaranty. Guarantor hereby acknowledges and agrees that,
notwithstanding the execution and delivery of this Amendment and the amendment of the Guaranty
hereunder, all of Guarantor’s obligations under the Guaranty remain in full force and effect (as
amended by this Amendment) and the same are hereby irrevocably and unconditionally ratified and
confirmed by Guarantor in all respects.



4. Conditions Precedent. This Amendment and its provision shall become effective upon
the execution and delivery of this Amendment by a duly authorized officer of each of Buyer and
Guarantor.



5. Agreement Regarding Expenses. Guarantor agrees to pay Buyer’s reasonable out of
pocket expenses (including reasonable legal fees) incurred in connection with the preparation and
negotiation of this Amendment promptly (and after Buyer or Buyer’s counsel gives Guarantor an
invoice for such expenses).



6. Full Force and Effect. Except as expressly modified hereby, all of the terms,
covenants and conditions of the Guaranty and the other Transaction Documents remain unmodified and
in full force and effect and are hereby ratified and confirmed by Seller. Any inconsistency
between this Amendment and the Guaranty (as it existed before this Amendment) shall be resolved in
favor of this Amendment, whether or not this Amendment specifically modifies the particular
provision(s) in the Guaranty inconsistent with this Amendment. All references to the “Guaranty” in
the Guaranty or to the “Guaranty” in any of the other Transaction Documents shall mean and refer to
the Guaranty as modified and amended hereby.



7. No Waiver. Except with respect to the terms expressly modified by this Amendment,
the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any
right, power or remedy of the Buyer under the Repurchase Agreement, the Guaranty, any of the other
Transaction Documents or any other document, instrument or agreement executed and/or delivered in
connection therewith.



8. Headings. Each of the captions contained in this Amendment are for the convenience
of reference only and shall not define or limit the provisions hereof.



9. Counterparts. This Amendment may be executed in any number of counterparts, and
all such counterparts shall together constitute the same agreement. Signatures delivered by email
(in PDF format) shall be considered binding with the same force and effect as original signatures.



10. Governing Law. This Amendment shall be governed in accordance with the terms and
provisions of Section 23(c) of the Guaranty.



[No Further Text on this Page; Signature Pages Follow]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their duly authorized representatives as of the day and year first above written and effective as
of the Effective Date.




GUARANTOR:




RAIT FINANCIAL TRUST


a Maryland real estate investment trust




By: /s/ James Sebra

Name: James Sebra

Title: CFO




[SIGNATURES PAGES CONTINUE ON NEXT PAGE]






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BUYER:




CITIBANK, N.A.




By: /s/ Richard B. Schlenger

Name: Richard B. Schlenger

Title: Authorized Signatory





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