8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 31, 2009

RAIT Financial Trust
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	1-14760	23-2919819
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2929 Arch St., 17th Floor, Philadelphia, Pennsylvania		19104
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (215) 243-9000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure in Item 2.03 below is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 31, 2009, RAIT Financial Trust, or RAIT, and Mr. Moses Marx entered into and closed on a securities purchase agreement with respect to RAIT’s purchase from Mr. Marx of $98.280 million aggregate principal amount of RAIT’s 6.875% Convertible Senior Notes due 2027, or the convertible notes, for a purchase price of $53.0 million. The purchase price consisted of (a) a $43.0 million 12.5% Senior Secured Note due 2014 issued by RAIT, or the senior secured note, and (b) $10.0 million in cash. RAIT also paid to Mr. Marx approximately $2.0 million of accrued and unpaid interest on the convertible notes through July 31, 2009. RAIT has arranged for the cancellation of these convertible notes.

The senior secured note bears interest at a rate of 12.5% per year. Interest accrues from July 31, 2009 and will be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning October 15, 2009. The senior secured note matures on April 20, 2014 unle ss previously prepaid in accordance with its terms prior to such date. The senior secured note is fully and unconditionally guaranteed by two wholly owned subsidiaries of RAIT, or the guarantors: RAIT Asset Holdings II Member, LLC, or RAHM, and RAIT Asset Holdings II, LLC, or RAH2. RAHM is the sole member of RAH2 and has pledged the equity of RAH2 to secure its guarantee. RAH2’s assets consist of certain CDO notes payable issued by RAIT’s consolidated securitizations RAIT CRE CDO I, LTD., RAIT Preferred Funding II, LTD., Taberna Preferred Funding VIII, Ltd., and Taberna Preferred Funding IX, Ltd. The senior secured note is not convertible into equity securities of RAIT.

The maturity date of the senior secured note may be accelerated upon the occurrence of specified customary events of default, the satisfaction of any related notice provisions and the failure to remedy such event of default, where applicable. These events of default include: RAIT’s failure to pay any am ount of principal or interest on the senior secured note when due; the failure of RAIT or any guarantor to perform any obligation on its or their part in any transaction document; and events of bankruptcy, insolvency or reorganization affecting RAIT or any guarantor.

The foregoing descriptions of the securities purchase agreement and the senior secured note do not purport to be complete and are qualified in their entirety by reference to the full text of these agreements filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits furnished as part of this Current Report on Form 8-K are identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RAIT Financial Trust
August 3, 2009	By:	/s/ Jack E. Salmon
		Name: Jack E. Salmon
		Title: Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.	Description
10.1	Securities Purchase Agreement dated as of July 31, 2009 between RAIT Financial Trust and Mr. Moses Marx.
10.2	Senior Secured Note dated July 31, 2009 issued by RAIT Financial Trust, as payor, to Mr. Moses Marx, as payee.

EX-10.1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (“Agreement”) dated as of July 31, 2009, between RAIT FINANCIAL TRUST, a Maryland real estate investment trust, (the “Company”), and MOSES MARX, an individual (the “Seller”).

W I T N E S S E T H:

WHEREAS, the Seller desires to sell to the Company, and the Company wishes to purchase from the Seller a 6.875% Convertible Senior Note due 2027 of the Company in the face amount of $98,280,000 (the “Convertible Note”);

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

Purchase of Convertible Note

Section 1.1 Purchase of Convertible Note. Upon the terms and conditions set forth in this Agreement, the Seller shall sell to the Company, and the Company shall purchase from the Seller, the Convertible Note.

Section 1.2 Purchase Price; Accrued Interest. The purchase price for the Convertible Note to be acquired by the Company (the “Purchase Price”) shall be $53,000,000, payable as follows.

(a) $10,000,000 million in cash; and

(b) $43,000,000 million by delivery of the Company’s 12.5% Senior Secured Note due 2014 (the “Senior Note”) payable to Seller substantially in the form annexed hereto as Exhibit A.

In addition to the Purchase Price, the Company shall pay to Seller an amount, in cash, equal to any accrued but unpaid interest on the Convertible Note through the Closing Date (the “Convertible Note Accrued Interest”).

Section 1.3 The Closing.

(a) Timing. Subject to the fulfillment or waiver of the conditions set forth in Article III hereof, the purchase and sale of the Convertible Note shall take place at a closing (the “Closing”) on or about the date hereof or such other date as the Seller and the Company may agree upon (the “Closing Date”).

(b) Deliveries. On the Closing Date, the Seller shall deliver the Convertible Note to the Company through the Depository Trust Corporation (“DTC”) to an account designated by the Company. On the Closing Date the Company shall deliver to the Seller (i) for the cash portion of the Purchase Price as set forth in Section 1.3 (a), above, and for the Convertible Note Accrued Interest, a wire transfer of immediately available funds to an account designated in writing by the Seller; (ii) for the portion of the Purchase Price paid by the Senior Note, physical delivery of a fully executed Senior Note to the Seller or his designated representative at the address designated by Seller for that purpose; and (iii) the Transaction Documents (as such term is defined in Section 2.1(c)), executed by the Company. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement or the Transaction Documents at or prior to the Closing.

ARTICLE II

Representations and Warranties

Section 2.1 Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to the Seller as of the date hereof and the Closing Date:

(a) Organization. The Company has been duly organized and is validly existing as a real estate investment trust in good standing under the laws of the State of Maryland.

(b) Subsidiaries. Each of RAIT Asset Holdings II, LLC and RAIT Asset Holdings II Member, LLC (each a “Subsidiary” and collectively, the “Subsidiary”) is a wholly owned direct or indirect subsidiary of the Company. There are no liens, mortgages, pledges, charges, encumbrances, adverse claims or other security interests (“Liens”) upon or with respect to the ownership interest of each Subsidiary held by the Company directly and/or, as the case may be, indirectly through any intermediate subsidiary of the Company.

(c) Authorization; Enforcement. (i) The Company has all requisite trust power and authority to enter into and perform this Agreement, and the Senior Note, and the other agreements and documents referred to therein and to issue the Senior Note in accordance with the terms hereof, (ii) each Subsidiary has all requisite limited liability company power and authority to enter into and perform the Guaranty (the “Guaranty”) and (with respect to RAIT Asset Holdings II Member, LLC) the Subsidiary Collateral Pledge Agreement (the “Pledge Agreement”) from such Subsidiary in favor of the Seller, and the other agreements and documents referred to therein to be executed and delivered by it (the Senior Note, the Guaranties, the Pledge Agreement and such other documents and agreements referred to therein, collectively, the “Transaction Documents”), (iii) the execution and delivery of the Transaction Documents by the Company or the, Subsidiaries, as applicable, and the consummation by each of them of the transactions contemplated thereby, including the issuance of the Senior Note, have been duly authorized by all necessary trust or limited liability company action (including action by the board of trustees of the Company), and no further consent or authorization of the Company or its shareholders, or any Subsidiary or its members, is required, (iv) the Transaction Documents have been, or at the Closing will be, duly executed and delivered by the Company, and the Subsidiaries, as applicable and (v) assuming due execution and delivery of this Agreement by the Seller, the Transaction Documents constitute, or at the Closing will constitute, valid and binding obligations of the Company and each of the Subsidiaries, as applicable, enforceable against them in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application.

(d) No Conflicts. The execution, delivery and performance of the Transaction Documents to which they are parties by the Company and each Subsidiary and the consummation by the Company and each Subsidiary of the transactions contemplated hereby and thereby and the issuance of the Senior Note will not (i) result in a violation of the Company’s Declaration of Trust or other organizational documents or the certificates of formation and limited liability company agreements of the Subsidiaries; (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company, either Subsidiary or any of their subsidiaries is a party, except as would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Material Adverse Effect” means any adverse effect on the business, operations, properties or financial condition of the Company that is (either alone or together with all other adverse effects) material to the Company, and any material adverse effect on the transactions contemplated under this Agreement or any other agreement or document contemplated hereby or thereby. Except as specifically contemplated by this Agreement, neither the Company nor any Subsidiary is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Transaction Documents, or (in the case of the Company) to issue the Senior Note, in accordance with the terms hereof or thereof.

(e) Brokers. Neither the Company nor any Subsidiary has taken any action that would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments by the Company, such Subsidiary or the Seller relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby.

Section 2.2 Representations and Warranties of the Seller. The Seller hereby makes the following representations and warranties to the Company as of the date hereof and the Closing Date:

(a) Accredited Investor Status; Sophisticated Purchaser. The Seller is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the “1933 Act”), is able to bear the risk of the investment in the Senior Note. The Seller is a “qualified purchaser” as that term is defined in the Investment Company Act of 1940, as amended. The Seller has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of his investment in the Senior Note.

(b) Information. The Seller and his advisors, if any, have been furnished with all materials relating to the Senior Note and the business, finances and operations of the Company which have been requested by the Seller. The Seller and his advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Seller or his advisors, if any, or his representatives shall modify, amend or affect the Seller’s right to rely on the Company’s representations and warranties contained in Section 2.1 above. The Seller understands that his investment in the Senior Note involves a high degree of risk. The Seller has sought such accounting, legal and tax advice as he has considered necessary to make an informed investment decision with respect to his acquisition of the Senior Note. The Seller has not sought nor received from the Company any investment, legal, tax, accounting or other advice regarding the transactions contemplated by this Agreement, the Senior Note or the other Transaction Documents.

(c) No Governmental Review. The Seller understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Senior Note or the fairness or suitability of the investment in the Senior Note nor have such authorities passed upon or endorsed the merits thereof.

(d) Legends. The Seller understands that the Company shall issue the Senior Note without any legend except as described in Article IV below.

(e) Authorization; Enforcement. This Agreement has been duly and validly executed and delivered by Seller and is a valid and binding agreement of Seller enforceable against him in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or by other equitable principles of general application.

(f) Residency. The Seller is a resident of the State of New York.

(g) No Conflicts. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby will not conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Seller is bound, or result in a violation of any law, rule, regulation or decree applicable to the Seller, except as would not reasonably be expected to materially and adversely affect Seller’s power or ability to perform his obligations under the Transaction Documents.

(h) Ownership of Convertible Note. As of the date hereof the Seller is, and as of the Closing Date the Seller shall be the sole owner of the Convertible Note, and the Convertible Note is and shall be owned by the Seller free and clear of any Liens, and Seller has not made any assignment of his right, title or interest in the Convertible Note that will remain in effect on the Closing Date. Upon delivery to the Company, it will have good title to the Convertible Note, free and clear of any Liens.

(i) Investment Representation. The Seller is acquiring the Senior Note for his own account and not with a view to distribution in violation of any securities laws. The Seller has been advised and understand that the Senior Note has not been registered under the 1933 Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the 1933 Act or if Seller delivers an opinion of counsel to the Company that an exemption from registration is available or that registration not required by law. The Seller has been advised and understands that the Company, in issuing the Senior Note, is relying upon, among other things, the representations and warranties of the Seller contained in this Section 2.2 in concluding that the issuance of the Senior Note to Seller is a “private offering” and is exempt from the registration provisions of the 1933 Act.

(j) Rule 144. The Seller understands that there is no public trading market for all or any portion of the Senior Note, that none is expected to develop, and that the Senior Note must be held indefinitely unless and until registered under the 1933 Act or an exemption from registration is available. The Seller has been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Act.

(k) Brokers. The Seller has not taken any action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments by the Company or the Seller relating to this Agreement or the transactions contemplated hereby.

ARTICLE III

Conditions to Closing

Section 3.1 Conditions Precedent to the Obligation of the Seller to Sell. The obligation hereunder of the Seller to sell the Convertible Note at the Closing is subject to the satisfaction, at or before the Closing, of each of the applicable conditions set forth below. These conditions are for the Seller’s sole benefit and may be waived by the Seller at any time in its sole discretion.

(a) Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company will be true and correct in all material respects as of the date when made and as of the Closing Date as though made at the Closing Date.

(b) Performance by the Company. The Company shall have performed all agreements and satisfied all conditions required to be performed or satisfied by the Company at or prior to the Closing, including payment of the Purchase Price and Convertible Note Accrued Interest to the Seller as provided herein.

(c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents.

Section 3.2 Conditions Precedent to the Obligation of the Company to Purchase. The obligation hereunder of the Company to acquire and pay for the Convertible Note at Closing is subject to the satisfaction, at or before Closing, of each of the applicable conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

(a) Accuracy of the Seller’s Representations and Warranties. The representations and warranties of the Seller shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at the Closing Date.

(b) Performance by the Seller. The Seller shall have performed all agreements and satisfied all conditions required to be performed or satisfied by him at or prior to the Closing, including, without limitation, delivery of the Convertible Note to the Company.

(c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents.

ARTICLE IV

Legend

Until being registered under the 1933 Act for resale or available for resale under Rule 144(b)(i) pursuant to the provisions of the last sentence thereof, the Senior Note shall bear a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Nothing herein shall limit the right of any holder to pledge the Senior Note pursuant to a bona fide margin account or lending arrangement entered into in compliance with law, including applicable securities laws.

ARTICLE V

Termination

Section 5.1 Termination. This Agreement, may be terminated by the Company or by the Seller at any time if the Closing shall not have been consummated on or before five business days following the date of this Agreement.

ARTICLE VI

Governing Law; Miscellaneous

Section 6.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. IF ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT IN THAT JURISDICTION OR THE VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT IN ANY OTHER JURISDICTION. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

Section 6.2 Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

Section 6.3 Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Section 6.4 Entire Agreement; Amendments; Waivers. This Agreement supersedes all other prior oral or written agreements between the Seller, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Seller makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Seller, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

Section 6.5 Notices. All notices, consents, approvals and requests required or permitted hereunder (a “Notice”) shall be given in writing and shall be effective for all purposes if (i) hand delivered, or (ii) sent by (A) certified or registered United States mail, postage prepaid, (B) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (C) telecopier (confirmed electronically), in any case addressed as follows (or to such other address or person as a party shall designate from time to time by notice to the other party):

If to the Company:
RAIT Financial Trust Cira Centre 2929 Arch Street
Philadelphia, PA 19104
Telephone: Facsimile: Attention:	(215) 243-9033 (215) 243-9039 Raphael Licht

If to the Seller:
Mr. Moses Marx 160 Broadway New York, NY 10038 Telephone:	(212) 349-2875
Facsimile:	(212) 227-3208

A Notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a business day; in the case of expedited prepaid delivery, upon the first attempted delivery on a business day; or in the case of telecopier, on the date confirmed electronically.

Section 6.6 Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; provided, however, that neither this Agreement, the Senior Note nor the other Transaction Documents may be transferred to any person which is not an accredited investor, a QIB and a qualified purchaser, as such terms are used in Section 2.2 (a) of this Agreement, and that any such transfer must otherwise comply with the indentures and other agreements pursuant to which any collateral securing the Senior Note was issued unless the Senior Note is no longer secured by any such collateral.

Section 6.7 No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Section 6.8 Survival. The representations, warranties and agreements of the Company and the Seller contained in the Agreement shall survive the Closing.

Section 6.9 Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 6.10 No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

Section 6.11 Seller‘s Legal Fees. The Company shall pay all legal fees and related expenses in excess of the aggregate amount of $25,000 incurred by Seller in connection with the negotiation and execution of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herein and thereby.

* * * *
[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed as of the date and year first above written.

COMPANY:	SELLER:
RAIT FINANCIAL TRUST By: /s/ James J. Sebra	MOSES MARX
Name: James J. Sebra Title: SVP & CAO	/s/ Moses Marx

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

SENIOR SECURED NOTE

Philadelphia, Pennsylvania
Dated: July 31, 2009

$43,000,000.00

FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND, RAIT FINANCIAL TRUST, a Maryland real estate investment trust (“Company”), hereby promises to pay to the order of MOSES MARX (“Holder”), the principal sum of Forty-Three Million and 00/100 Dollars ($43,000,000.00), together with interest thereon upon the terms and conditions hereinafter set forth.

1. Interest Rate. Interest on the unpaid principal balance hereof will accrue from the date of this Note until final payment thereof at the fixed rate of twelve and one half percent (12.5%) per annum.

2. Interest Payment Dates. Interest on this Note shall be payable quarterly in arrears on the January 15, April 15, July 15 and October 15 in each year, commencing with October 15, 2009.

3. Maturity. Principal, together with all accrued and unpaid interest thereon and all other fees, costs and expenses payable hereunder or under the Transaction Documents (as such term is defined in Section 9 hereof), is due and payable on April 20, 2014 (the “Maturity Date”).

4. Place of Payment. Principal and interest hereunder shall be payable at the office of Holder set forth in Section 19 hereof, or at such other place as Holder, from time to time, may designate in writing.

5. Prepayment. The Company may prepay all or any part of the principal balance hereof at any time or from time to time, without notice, penalty or additional payment, provided that any such prepayment shall be accompanied by the payment of all accrued and unpaid interest on this Note to the date of such prepayment and all other fees and charges due hereunder and under the other Transaction Documents. Any principal prepayment hereunder must be in an amount of not less than $1,000,000 or any integral multiple of $1,000,000.

6. Payment Method. All payments under this Note or the other Transaction Documents are to be made in immediately available funds. If Holder accepts payment in any other form, such payment shall not be deemed to have been made until the funds comprising such payment have been actually received or made available to Holder.

7. Application of Payments. Any and all payments on account of this Note shall be applied, first to accrued and unpaid interest, then to any unpaid fees and charges due hereunder or under the Transaction Documents and thereafter to outstanding principal. The Company agrees that, to the extent it makes a payment or payments and such payment or payments, or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver, or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

8. Security. The full and timely payment of all principal, interest and all other costs, fees and expenses payable under this Note, as well as the full and timely payment and performance of all other obligations, indebtedness, liabilities and undertakings of the Company to Holder, whether now or hereafter owing or existing, under this Note and the other Transaction Documents (all such obligations and indebtedness and undertakings being sometimes referred to herein collectively as the “Indebtedness”) shall be secured by the following collateral (collectively the “Collateral”):

(a) the unlimited, unconditional joint and several surety and guaranty agreements (collectively, the “Guaranty Agreements”) of RAIT Asset Holdings II, LLC (“RAH2”) and RAIT Asset Holdings II Member, LLC (“RAHM”) (collectively, the “Guarantors” and each a “Guarantor”), which Guaranty Agreements shall guaranty payment, and not merely collection, of all Indebtedness and the prompt performance of all of the Company’s other obligations under this Note and all other documents executed in connection with or as security for this Note;

(b) a pledge from RAHM of a 100% limited liability company interest in RAH2, as evidenced by a Subsidiary Collateral Pledge Agreement from RAHM in favor of Holder (the “Securities Pledge Agreement”);

(c) a securities account agreement (the “Account Agreement”) among RAH2, Holder and the Wilmington Trust Company of even date herewith providing for certain rights and obligations of the parties with respect to Account #094146-000 established by RAH2 with the Wilmington Trust Company;

(d) pledges of such additional collateral from the Company or the Guarantors as may hereafter be mutually agreed upon; and

(e) such certificates and/or financing statements or account control agreements (the “Collateral Documents”) as may be necessary to perfect Holder’s security interest in the Collateral.

9. Transaction Documents. This Note is secured by and entitled to all rights and remedies provided in all of the agreements, conditions, provisions and stipulations contained in the documents described in the foregoing Section 8, a Securities Purchase Agreement dated July 31, 2009 between the Company and Moses Marx and all other documents executed or delivered in connection herewith (this Note and such documents, as any of them may be amended from time to time, being collectively the “Transaction Documents”).

10. Events of Default. For purposes hereof, each of the following shall constitute an Event of Default (“Event of Default”) hereunder and under each of the Transaction Documents:

(a) the failure of the Company to pay any amount of principal or interest on this Note, any fees or other sums payable hereunder or any other Indebtedness on the date on which such payment is due, whether on demand, at the stated maturity or due date thereof or by reason of any requirement for the prepayment thereof, by acceleration or otherwise, and such failure continues unremedied for a period of two (2) business days after Holder’s delivery of written notice to the Company of such monetary default (such two business day period, the “Payment Cure Period”);

(b) the failure of the Company or any Guarantor to duly perform or observe any obligation, covenant or agreement on its or their part contained herein or in any other Transaction Document and such failure continues unremedied for a period of ten business (10) days after written notice from Holder to the Company of the existence of such failure. Notwithstanding the foregoing, if such failure specifically constitutes an Event of Default under some other subsection of this Section 10 or under any of the other Transaction Documents, and is incapable of remedy or cure, the Company shall not be entitled to any notice or grace hereunder;

(c) the adjudication of the Company or any Guarantor as a bankrupt or insolvent, or the entry of an order for relief against the Company or any Guarantor or the entry of an order appointing a receiver or trustee for the Company or any Guarantor or any of their property or approving a petition seeking reorganization or other similar relief under the bankruptcy or other similar laws of the United States or any state or any other competent jurisdiction;

(d) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law is filed by or (unless dismissed within 90 days) against the Company or any Guarantor, or the Company or any Guarantor makes an assignment for the benefit of creditors or the Company or any Guarantor takes any action to authorize any of the foregoing;

(e) all or any material part of the Collateral or the assets of the Company or any Guarantor are attached, seized, subjected to a writ or distress warrant, or levied upon, or come within the possession or control of any receiver, trustee, custodian or assignee for the benefit of creditors;

(f) any representation or warranty of the Company or any Guarantor in any of the Transaction Documents is discovered to be untrue in any material respect as of the date such representation or warranty is made;

(g) the Company or any Guarantor voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated;

(h) the Company or any Guarantor is enjoined, restrained, or in any way prevented by the order of any court or any administrative or regulatory agency, the effect of which order restricts the Company or any Guarantor from conducting all or any material part of its business; or

(i) the occurrence of an event of default under any of the other Transaction Documents.

11. Remedies. Upon the occurrence of an Event of Default, Holder, at its option and without notice to the Company, may declare immediately due and payable the entire Indebtedness, together with interest accrued thereon at the rate specified herein to the date of payment. Payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies in this Note or in the Transaction Documents, or as may be available to Holder at law or in equity. If Holder employs counsel to enforce this Note by suit or otherwise, the Company will reimburse Holder for all costs of suit and other expenses in connection therewith, whether or not suit is actually instituted, together with Holder’s reasonable attorney’s fees incurred for collection, together, to the extent permitted by applicable law, with interest on any judgment obtained by Holder at the rate specified herein, including interest from and after the date of execution, judicial or foreclosure sale until actual payment is made to Holder of the full amount due to Holder.

12. Set-Off. Without limiting the rights of Holder under applicable law, Holder has and may exercise a right of set-off, a lien against and a security interest in all property of the Company now or at any time in Holder’s possession in any capacity whatsoever. At any time and from time to time following the occurrence of an Event of Default, or an event which with the giving of notice or passage of time or both would constitute an Event of Default, Holder may without notice or demand, set-off and apply any and all sums at any time held and other indebtedness at any time owing by Holder to or for the credit of the Company against any or all of the Indebtedness and the Company’s obligations under the Transaction Documents.

13. Delay or Omission Not Waiver. Neither the failure nor any delay on the part of Holder to exercise any right, remedy, power or privilege under this Note upon the occurrence of any Event of Default or otherwise shall operate as a waiver thereof or impair any such right, remedy, power or privilege. No waiver of any Event of Default shall affect any later Event of Default or shall impair any rights of Holder. No single, partial or full exercise of any rights, remedies, powers and privileges by Holder shall preclude further or other exercise thereof. No course of dealing between Holder and the Company shall operate as or be deemed to constitute a waiver of Holder’s rights under this Note or affect the duties or obligations of the Company.

14. Remedies Cumulative. The rights, remedies, powers and privileges provided for herein shall not be deemed exclusive, but shall be cumulative and shall be in addition to all other rights, remedies, powers and privileges in Holder’s favor under the other Transaction Documents, at law or in equity.

15. Recovery of Judgments. The recovery of any judgment by Holder and/or the levy of execution under any judgment upon any Collateral shall not affect in any manner or to any extent the lien upon, or any security interest in, such Collateral, or any rights, remedies or powers of Holder under this Note or any of the other Transaction Documents, but such liens, security interests, rights, remedies and powers of Holder shall continue unimpaired as before.

16. Releases. The Company agrees that (i) Holder may release, compromise, forbear with respect to, waive, suspend, extend or renew any of the terms of the Transaction Documents, (ii) the Transaction Documents may be amended, supplemented or modified by Holder and the other signatory parties and (iii) Holder may resort to any guaranty or any Collateral in such order and manner as he may think fit, or accept the assignment, substitution, exchange or pledge of any other collateral or guaranty in place of, or release for such consideration, or for no consideration, as he may require, without in any way affecting the validity of the lien over or other security interest in the remainder of any Collateral (or the priority thereof), or any rights that Holder may have with respect to any other guaranty. Any action taken by Holder pursuant to the foregoing shall in no way be construed as a waiver or release of any right or remedy of Holder, or of any Event of Default, or of any liability or obligation of the Company hereunder or under any of the Transaction Documents.

17. Transaction Documents Solely Corporate Obligations. No recourse for the payment of any Indebtedness due under any Transaction Document, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company or any Guarantor under any Transaction Document, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, shareholder, partner, member, manager, employee, agent, officer, trustee, director or subsidiary, as such, past, present or future, of the Company, the Guarantors or any of their respective subsidiaries or of any successor thereto, either directly or through the Company, the Guarantors or any of their respective subsidiaries or of any successor thereto, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of the Transaction Documents, including, without limitation this Note.

18.  Submission to Jurisdiction. THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. THE COMPANY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO IT AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

19. Waivers. In connection with any proceedings under the Transaction Documents or in connection with any Indebtedness, including without limitation any action by Holder in replevin, foreclosure or other court process or in connection with any other action related to the Transaction Documents or the Indebtedness, the Company hereby waives and releases:

(a) all errors, defects and imperfections in such proceedings;

(b) all benefits under any present or future laws exempting any property, real or personal, or any part of any proceeds thereof from attachment, levy or sale under execution, or providing for any stay of execution to be issued on any judgment recovered under any of the Transaction Documents or in any replevin or foreclosure proceeding, or otherwise providing for any valuation, appraisal or exemption;

(c) all rights to inquisition on any real estate, which real estate may be levied upon pursuant to a judgment obtained under any of the Transaction Documents and sold upon any writ of execution issued thereon in whole or in part, in any order desired by Holder;

(d) presentment for payment, demand, notice of demand, notice of nonpayment or dishonor or acceleration, protest and notice of protest of any of the Transaction Documents, including this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note or any other Indebtedness;

(e) any requirement for bonds, security or sureties required by statute, court rule or otherwise;

(f) any demand for possession of any collateral prior to commencement of any suit;

(g) all rights to claim or recover attorney’s fees and costs in the event that Holder is successful in any action to remove, suspend or enforce a judgment entered by confession; and

(h) any right to subrogation, reimbursement, contribution or indemnity from any co-the Company in connection with any Indebtedness.

20. Communications and Notices. All notices, consents, approvals and requests required or permitted hereunder and under each of the other Transaction Documents (a “Notice”) shall be given in writing and shall be effective for all purposes if (i) hand delivered, or (ii) sent by (A) certified or registered United States mail, postage prepaid, (B) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (C) telecopier (confirmed electronically), in any case addressed as follows (or to such other address or person as a party shall designate from time to time by notice to the other party):

To the Company:

RAIT Financial Trust

Cira Center

2929 Arch Street

Philadelphia, PA 19104

Attention: Raphael Licht

Telecopy Number: (215) 243-9039

To Holder:

Mr. Moses Marx

160 Broadway

New York, NY 10038

Telecopy Number: (212) 227-3208

A Notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a business day; in the case of expedited prepaid delivery, upon the first attempted delivery on a business day; or in the case of telecopier, on the date confirmed electronically.

21. Severability. The provisions of this Note and all other Transaction Documents are deemed to be severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

22. Limitation of Interest to Maximum Lawful Rate. In no event shall the rate of interest payable hereunder exceed the maximum rate of interest permitted to be charged by applicable law (including the choice of law rules) and any interest paid in excess of the permitted rate shall be refunded to the Company. Such refund shall be made by application of the excessive amount of interest paid against any sums outstanding and shall be applied in such order as Holder may determine. If the excessive amount of interest paid exceeds the sums outstanding, the portion exceeding the said sums outstanding shall be refunded in cash by Holder. Any such crediting or refund shall not cure or waive any default by the Company hereunder. The Company agrees, however, that in determining whether or not any interest payable under this Note exceeds the highest rate permitted by law, any non-principal payment, including, without limitation, any late charges, loan fees and expenses, are and shall be deemed to the extent permitted by law to be late charges, loan fees or expenses, as applicable, and not interest.

23. Law Governing. This Note has been made, executed and delivered in the State of New York and will be construed in accordance with and governed by the laws thereof.

24. Headings. The headings of the sections, paragraphs and clauses of this Note are inserted for convenience only and shall not be deemed to constitute a part of this Note.

25. Construction. Whenever used, the singular number shall include the plural, the plural the singular and the use of any gender shall be applicable to all genders. The words “Holder” and the “Company” shall be deemed to include the respective successors and assigns of Holder and the Company. All exhibits attached hereto are made a part of this Note.

26. Assignment or Sale by Holder. Holder may sell, assign or grant participations in all or a portion of his interest in this Note and/or any of the Transaction Documents and, in connection therewith, may make available to any prospective purchaser, assignee or participant any information relative to the Company and/or the Guarantors in his possession; provided, however, that this Note may not be sold or assigned to, or participated in by, any person which is not an “accredited investor” as defined in Rule 501(a) under the Securities Act, a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and a “qualified purchaser” as defined in the Investment Company Act of 1940, as amended, and without otherwise complying with the indentures, agreements and other documents pursuant to which the Collateral was issued unless this Note is no longer secured by any of the Collateral; and provided further that Holder, or any purchaser, assignor or participant who proposes to further sell, assign or participate its interest, shall notify the Company of the proposed transaction not less than five (5) business days prior to the proposed sale, assignment or participation, including the name and address of the proposed purchaser, assignor or participant and the terms of the transaction.

27. No Assignment by the Company. The Company may not assign any of its rights hereunder without the prior written consent of Holder.

28. Binding Effect. This Note and all rights and powers granted hereby will bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

29. No Third Party Beneficiaries. The rights and benefits of this Note and the Transaction Documents shall not inure to the benefit of any third party.

30. Modifications. No modification of this Note or any of the Transaction Documents shall be binding or enforceable unless in writing and signed by or on behalf of the party against whom enforcement is sought.

31. Integration. The Transaction Documents shall be construed as integrated and complementary of each other, and as augmenting and not restricting Holder’s rights, powers, remedies and security. The Transaction Documents contain the entire understanding of the parties thereto with respect to the matters contained therein and supersede all prior agreements and understandings between the parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the parties. In the event of any inconsistency between the terms of this Note and the terms of the other Transaction Documents, the terms of this Note shall prevail.

32. Counterparts. This Note 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 Note by signing any such counterpart.

33. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place of payment or action, then the due date for such payment or action will be the next succeeding business day. For the purposes of this Section, the term “holiday” shall mean a day other than a Saturday or Sunday on which banks in the State of New York are or may elect to be closed.

34. JURY TRIAL WAIVER. THE COMPANY AND HOLDER WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER ANY OF THE TRANSACTION DOCUMENTS OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE COMPANY OR HOLDER WITH RESPECT TO ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. THE COMPANY AND HOLDER AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THE TRANSACTION DOCUMENTS MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE COMPANY AND HOLDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. THE COMPANY ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION, THAT IT FULLY UNDERSTANDS ITS TERMS, CONTENT AND EFFECT, AND THAT IT VOLUNTARILY AND KNOWINGLY AGREES TO THE TERMS OF THIS SECTION.

IN WITNESS WHEREOF, the Company, intending to be legally bound hereby, has caused this Note to be duly executed the day and year first above written.

RAIT FINANCIAL TRUST
a Maryland real estate investment trust

By: /s/ James J. Sebra

James J. Sebra

SVP & CAO

[RAIT signature page to Senior Secured Note dated July 31, 2009]