RAIT Financial Trust (NASDAQ:RAS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On December 28, 2016 but effective as of November 16, 2016, RAIT
Financial Trusts (“RAIT”) subsidiary, RAIT CMBS Conduit II, LLC
(“RAIT CMBS Conduit II”), and Barclays Bank PLC (“Barclays”)
entered into a Second Omnibus Amendment (the “Second Omnibus MRA
Amendment”) to the previously disclosed Master Repurchase
Agreement dated as of November 23, 2011 between RAIT CMBS Conduit
II and Barclays, as amended (the “Barclays Fixed MRA”). The
Second Omnibus MRA Amendment amended the definition of the term
Termination Date in the Barclays Fixed MRA to extend the
termination date of the Barclays Fixed MRA to the earlier of
November 16, 2017, subject to extension in accordance with the
terms of the Barclays Fixed MRA, and the date of the occurrence
of an event of default thereunder.The Second Omnibus MRA
Amendment also added the non-defined term Exit Fee to the
Barclays Fixed MRA and amended the definition of Repurchase Price
in the Barclays Fixed MRA.The Second Omnibus MRA Amendment also
amended the previously disclosed Guaranty (the “Barclays Fixed
Guaranty”) dated as of November 23, 2011, as amended, whereby
RAIT guaranteed the obligations of RAIT CMBS Conduit II under the
Barclays Fixed MRA for the benefit of Barclays. The Second
Omnibus MRA Amendment amends the financial covenants binding RAIT
in the Barclays Fixed Guaranty. The above summary of the Second
Omnibus MRA Amendment does not purport to be complete and is
qualified in its entirety by the Second Omnibus MRA Amendment
attached to this Current Report on Form 8-K as Exhibit 10.1 and
incorporated by reference herein.

On December 28, 2016 but effective as of December 20, 2016, RAITs
subsidiary, RAIT CRE Conduit IV, LLC (“RAIT CRE Conduit IV”), and
Barclays entered into an Omnibus Amendment (the “Omnibus MRA
Amendment”) to the previously disclosed Master Repurchase
Agreement dated as of December 23, 2014 between RAIT CRE Conduit
IV and Barclays, as amended (the “Barclays Floating MRA”). The
Omnibus MRA Amendment amended the definition of the term
Termination Date in the Barclays Floating MRA to extend the
termination date of the Barclays Floating MRA to the earlier of
December 19, 2017, subject to extension in accordance with the
terms of the Barclays Floating MRA, and the date of the
occurrence of an event of default thereunder.The Omnibus MRA
Amendment also amended the previously disclosed Guaranty (the
“Barclays Floating Guaranty”) dated as of December 23, 2014, as
amended, whereby RAIT guaranteed the obligations of RAIT CRE
Conduit IV under the Barclays Floating MRA for the benefit of
Barclays. The Omnibus MRA Amendment amends the financial
covenants binding RAIT in the Barclays Floating Guaranty. The
above summary of the Omnibus MRA Amendment does not purport to be
complete and is qualified in its entirety by the Omnibus MRA
Amendment attached to this Current Report on Form 8-K as Exhibit
10.2 and incorporated by reference herein.

Barclays and certain of its affiliates are full service financial
institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial
advisory, investment management, investment research, principal
investment, hedging, financing and brokerage activities. Barclays
and its related entities have engaged, and may in the future
engage, in commercial and investment banking transactions with
RAIT and its affiliates in the ordinary course of their business.
They have received, and expect to receive, customary compensation
and expense reimbursement for these commercial and investment
banking transactions. Furthermore, an affiliate of Barclays acts
as a hedge counterparty in connection with certain capped call
transactions that RAIT has entered into in connection with the
issuance of its 4.00% Convertible Senior Notes Due 2033.

The information set forth under Item 1.01 of this report is
incorporated herein by reference.

(e)

On December 23, 2016, the Compensation Committee of the Board of
Trustees (the Compensation Committee) of RAIT approved an award
(the Davidson Award) of 255,958 RAIT common shares of beneficial
interest (the Common Shares) to Scott L. N. Davidson, RAITs Chief
Executive Officer and President, under the terms of the RAIT
Financial Trust 2012 Incentive Award Plan (the Plan). The
Davidson Award is intended to satisfy a portion of the obligation
of RAIT to make a share award under the Plan of 600,000 Common
Shares to Mr.

Davidson set forth in the previously disclosed Binding Memorandum
of Understanding dated September 26, 2016, between RAIT and Mr.
Davidson (the Davidson MOU).Fifty percent (50%) of the shares
granted to the Davidson Award vest on December 20, 2018 and the
remaining fifty percent (50%) of the shares granted to the
Davidson Award vest on December 20, 2019.RAIT expects to make
another share award under the Plan to Mr. Davidson for the
balance of the Common Shares called for by the Davidson MOU in
early 2017 and in any event by February 1, 2017, as called for by
the Davidson MOU. The above summary of the Davidson Award does
not purport to be complete and is qualified in its entirety by
the Davidson Award attached to this Current Report on Form 8-K as
Exhibit 10.3 and incorporated by reference herein.

On December 23, 2016, the Compensation Committee of RAIT approved
an award (the Schaeffer Award) of 150,000 Common Shares to Scott
F. Schaeffer, RAITs former Chief Executive Officer, under the
terms of the Plan. The Schaeffer Award is intended to satisfy the
obligation of RAIT to make a share award under the Plan of
150,000 Common Shares to Mr. Schaeffer set forth in the
previously disclosed Binding Memorandum of Understanding dated
September 26, 2016, between RAIT and Mr. Schaeffer.Fifty percent
(50%) of the shares granted to the Schaeffer Award vest on June
23, 2017 and the remaining fifty percent (50%) of the shares
granted to the Schaeffer Award vest on December 23, 2017.The
above summary of the Schaeffer Award does not purport to be
complete and is qualified in its entirety by the Schaeffer Award
attached to this Current Report on Form 8-K as Exhibit 10.4 and
incorporated by reference herein.