CERTIFICATE OF CORRECTION
TO
ARTICLES SUPPLEMENTARY
OF
RAIT INVESTMENT TRUST
(A MARYLAND REAL ESTATE INVESTMENT TRUST)
RAIT INVESTMENT TRUST, a Maryland real estate investment trust (the
"Trust"), hereby certifies to the State Department of Assessments and Taxation
of Maryland (the "Department") that:
FIRST: On March 17, 2004 at 2:24 p.m. the Trust filed with the Department
Articles Supplementary dated March 16, 2004. (the "Articles Supplementary") to
the Declaration of Trust of the Trust, and the Articles Supplementary require
correction as permitted by Section 1-207 of the Corporations and Associations
Article of the Annotated Code of Maryland.
SECOND: (A) Article THIRD, Section (3)(a) of the Articles Supplementary,
as previously filed and to be corrected hereby, reads as follows:
(3) Dividends. (a) Holders of Series A Preferred Shares shall be
entitled to receive, when, as and if authorized and declared by the Board
of Trustees, out of legally available funds of the Trust, cumulative
preferential cash dividends at the rate of 7.75% of the Liquidation
Preference (as defined hereinafter) per Series A Preferred Share per annum
(which is equivalent to a fixed annual amount of $1.9375 per Series A
Preferred Share). Such dividends shall accrue and cumulate from the date
of original issuance of such share and shall be payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of each year
or, if not a business day, the next succeeding business day (each a
"Dividend Payment Date"), commencing, with respect to any Series A
Preferred Share, on the Dividend Payment Date next succeeding the date of
original issuance of such share. Any dividend payable on the Series A
Preferred Shares for any partial dividend period shall be pro rated and
computed on the basis of a 360-day year consisting of twelve 30-day
months. Dividends shall be payable to holders of record as they appear in
the stock transfer records of the Trust at the close of business on the
applicable dividend record date, which shall be the first day of the
calendar month in which the applicable Dividend Payment Date falls or, if
not a business day, the next succeeding business day or such other date
designated by the Board of Trustees for the payment of dividends that is
not more than 30 nor less than 10 calendar days immediately preceding such
Dividend Payment Date (each, a "Dividend Record Date").
(B) Article THIRD, Section (3)(a) of the Articles Supplementary, as
corrected hereby, shall read follows:
(3) Dividends. (a) Holders of Series A Preferred Shares shall be
entitled
to receive, when, as and if authorized and declared by the Board of
Trustees, out of legally available funds of the Trust, cumulative
preferential cash dividends at the rate of 7.75% of the Liquidation
Preference (as defined hereinafter) per Series A Preferred Share per annum
(which is equivalent to a fixed annual amount of $1.9375 per Series A
Preferred Share). Such dividends shall accrue and cumulate from the date
of original issuance of such share and shall be payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of each year
or, if not a business day, the next succeeding business day (each a
"Dividend Payment Date"), commencing, with respect to any Series A
Preferred Share, on the Dividend Payment Date next succeeding the date of
original issuance of such share. Any dividend payable on the Series A
Preferred Shares for any partial dividend period shall be pro rated and
computed on the basis of a 360-day year consisting of twelve 30-day
months. Dividends shall be payable to holders of record as they appear in
the stock transfer records of the Trust at the close of business on the
applicable dividend record date, which shall be the first day of the
calendar month in which the applicable Dividend Payment Date falls or, if
not a business day, the next succeeding business day or such other date
designated by the Board of Trustees for the payment of dividends that is
not more than 30 nor less than 10 calendar days (5 calendar days as to the
March 31, 2004 Dividend Payment Date) immediately preceding such Dividend
Payment Date (each, a "Dividend Record Date").
(C) The inaccuracies or defects contained in Article THIRD, Section (3)(a)
of the Articles Supplementary, as previously filed, is that insufficient time
was allowed for the declaration and payment of the initial dividend.
THIRD: The name of each party to the document being corrected is RAIT
INVESTMENT TRUST
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IN WITNESS WHEREOF, RAIT INVESTMENT TRUST has caused this Certificate of
Correction to be signed in its name and on its behalf by its Chairman and Chief
Executive Officer and witnessed by its Assistant Secretary on March 18, 2004.
WITNESS: RAIT INVESTMENT TRUST
/s/ Julie Mark By: /s/ Betsy Z. Cohen
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Julie Mark Betsy Z. Cohen
Assistant Secretary Chairman and Chief Executive
Officer
THE UNDERSIGNED, Chairman and Chief Executive Officer of RAIT INVESTMENT
TRUST, with respect to the foregoing Certificate of Correction of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
the Trust, the foregoing Certificate of Correction to be the act of the Trust
and further certifies that, to the best of his or her knowledge, information and
belief, the matters and facts set forth therein with respect to the
authorization and approval thereof are true in all material respects, under the
penalties of perjury.
/s/ Betsy Z. Cohen
----------------------------
Betsy Z. Cohen
Chairman and Chief Executive
Officer
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