Exhibit 10.2
SECOND AMENDMENT TO GUARANTY
This Second
Amendment to Guaranty, dated as of December 17, 2008 (this “
Second Amendment ”) is by and between JER
Investors Trust Inc., a Maryland corporation (the “
Guarantor ”) and J.P. Morgan Securities Inc.
(“ JPMSI ”).
WHEREAS, the
parties hereto have entered into that certain Guaranty dated as of
September 12, 2008 (the “ Original Guaranty
”), which Original Guaranty was amended pursuant to that
certain Amendment to Guaranty dated as of September 26, 2008 by and
between Guarantor and JPMSI (the “ First
Amendment ; the Original Guaranty and the First Amendment,
collectively, the “ Guaranty ”); and
WHEREAS, the
parties hereto acknowledge and agree that they wish to further
amend the Guaranty as more particularly set forth herein;
NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Guarantor and JPMSI hereby agree as
follows:
1. Section
10 of the Guaranty is hereby deleted in its entirety, and the
following is hereby substituted therefor:
“10.
Covenants . On and as of the date hereof and each
Purchase Date and until the Repurchase Agreement is no longer in
force with respect to any Transaction, the Guarantor covenants that
Counterparty and Guarantor will not, without the prior written
consent of JPMSI:
(a) permit
the combined ratio of total indebtedness to Tangible Net Worth of
Guarantor and its consolidated subsidiaries to be greater than
5.00:1.00, it being understood and agreed that for purposes of this
Section 10(a), total indebtedness shall not include any
indebtedness related to any trust, common and preferred securities
and/or junior subordinated debentures.
(b) permit
the combined Tangible Net Worth of Guarantor to fall below an
amount equal to $75,000,000, provided however, that at any time and
for so long as Guarantor’s combined Tangible Net Worth is
less than $100,000,000, Guarantor shall not pay any dividends to
Guarantor’s shareholders except to the extent necessar
