Terra Property Trust, Inc. 6.00% Notes due 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • June 4th, 2021 • Terra Property Trust, Inc. • Real estate investment trusts • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 3rd, 2022 • Terra Property Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 1st day of October, 2022, by and between Terra Property Trust, Inc., a Maryland corporation (the “Company”), and _________________________ (“Indemnitee”).
TERRA PROPERTY TRUST, INC. Issuer and Trustee Indenture Dated as of June 10, 2021 Providing for the Issuance of Debt Securities TERRA PROPERTY TRUST, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of June 10, 2021Indenture • June 14th, 2021 • Terra Property Trust, Inc. • Real estate investment trusts • New York
FIRST SUPPLEMENTAL INDENTURE between TERRA PROPERTY TRUST, INC. and as Trustee Dated as of June 10, 2021 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 14th, 2021 • Terra Property Trust, Inc. • Real estate investment trusts • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 10, 2021, is between Terra Property Trust, Inc., a Maryland corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • June 30th, 2023 • Terra Property Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of June 27, 2023, is entered into by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Terra Property Trust, Inc., a Maryland corporation (“TPT”), and Terra REIT Advisors, LLC, a Delaware limited liability company (the “Manager”). The Company, TPT and the Manager are collectively referred to herein as the “Parties” and each as a “Party.”
AGREEMENT AND PLAN OF MERGER among WESTERN ASSET MORTGAGE CAPITAL CORPORATION, MAVERICK MERGER SUB, LLC and TERRA PROPERTY TRUST, INC. Dated as of June 27, 2023Agreement and Plan of Merger • June 30th, 2023 • Terra Property Trust, Inc. • Real estate investment trusts • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2023 (this “Agreement”), by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (“Parent”), Maverick Merger Sub, LLC, a Maryland limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), and Terra Property Trust, Inc., a Maryland corporation (the “Company”).
WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 11th, 2023 • Terra Property Trust, Inc. • Real estate investment trusts • New York
This WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 30, 2023 (this “Agreement”), among Terra Income Fund 6, LLC, a Delaware limited liability company (formerly Terra Merger Sub, LLC, and successor by merger to Terra Income Fund 6, Inc.) (“Borrower”), the Lenders party hereto and Eagle Point Credit Management LLC, as the administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”).
CONTRIBUTION AGREEMENTContribution Agreement • May 15th, 2020 • Terra Property Trust, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of March 2, 2020 (the “Effective Date”), by and among Terra Property Trust, Inc., a Maryland corporation (the “Company”), Terra International Fund 3 REIT, LLC, a Delaware limited liability company (the “Contributor”) and Terra Secured Income Fund 5 International, a Cayman exempted company (the “Fund”).
UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT between TERRA MORTGAGE CAPITAL I, LLC, as Seller, and GOLDMAN SACHS BANK USA, as Buyer Dated: December 12, 2018Securities Contract Agreement • November 6th, 2019 • Terra Property Trust, Inc. • Real estate investment trusts • New York
THIS UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Agreement”), dated as of December 12, 2018 by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”), and TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company (“Seller”).
TERRA MORTGAGE CAPITAL I, LLCIndenture and Credit Agreement • September 17th, 2020 • Terra Property Trust, Inc. • Real estate investment trusts • New York
INDENTURE AND CREDIT AGREEMENT, dated as of September 3, 2020, by and among Terra Mortgage Capital I, LLC, a limited liability company formed under the laws of Delaware (the “Issuer”), Wells Fargo Bank, National Association, a national banking association, as note administrator, paying agent, calculation agent, transfer agent and note registrar (in all of the foregoing capacities, the “Note Administrator”), Wells Fargo Bank, National Association, a national banking association, as trustee (in such capacity, “Trustee”), Wells Fargo Bank, National Association, a national banking association, as custodian (in such capacity, the “Custodian”), Wells Fargo Bank, National Association, a national banking association, as collateral agent (in such capacity, the “Collateral Agent”), Wells Fargo Bank, National Association, a national banking association, as loan agent (in such capacity, the “Loan Agent”), and Goldman Sachs Bank USA, a New York state charted bank, as Class A lender (the initial “Cl
AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN TERRA PROPERTY TRUST, INC. AND TERRA REIT ADVISORS, LLCManagement Agreement • November 6th, 2019 • Terra Property Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this "Agreement") is made this 8th day of February, 2018, by and between TERRA PROPERTY TRUST, INC., a Maryland corporation (the "Company"), and TERRA REIT ADVISORS, LLC, a Delaware limited liability company (the "Manager").
AMENDED AND RESTATED CONTRIBUTION AND REPURCHASE AGREEMENTContribution and Repurchase Agreement • December 16th, 2019 • Terra Property Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED CONTRIBUTION AND REPURCHASE AGREEMENT (this "Agreement") made as of November 13, 2019, by and between Terra Property Trust, Inc., a Maryland corporation (the "Company"), Terra International Fund 3 REIT, LLC, a Delaware limited liability company (the "Purchaser") and Terra International Fund 3, L.P., a Cayman exempted limited partnership (the "Fund").
VOTING AGREEMENTVoting Agreement • November 6th, 2019 • Terra Property Trust, Inc. • Real estate investment trusts • Delaware
THIS VOTING AGREEMENT (this "Agreement"), dated as of February 8, 2018, is made among TERRA SECURED INCOME FUND 5, LLC, a Delaware limited liability company (the "Fund"), TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT"), and TERRA REIT ADVISORS, LLC, a Delaware limited liability company ("TRA").
AGREEMENT AND PLAN OF MERGER AMONG TERRA PROPERTY TRUST, INC., TERRA REIT ADVISORS, LLC only for purposes of Section 5.21(b), TERRA MERGER SUB, LLC, TERRA INCOME FUND 6, INC., AND TERRA INCOME ADVISORS, LLC only for purposes of Section 4.22(b) AND...Agreement and Plan of Merger • May 5th, 2022 • Terra Property Trust, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 2, 2022 (this “Agreement”), is among TERRA PROPERTY TRUST, INC., a Maryland corporation (“Terra REIT”), TERRA INCOME FUND 6, INC., a Maryland corporation (“Terra BDC”), TERRA MERGER SUB, LLC, a Delaware limited liability company and a wholly owned subsidiary of Terra REIT (“Merger Sub”), TERRA INCOME ADVISORS, LLC, a Delaware limited liability company (“Terra BDC Advisor”), which is a Party hereto only for purposes of Section 4.22(b) and Section 7.3, and Terra REIT Advisors, LLC., a Delaware limited liability company (“REIT Advisor”), which is a Party hereto only for purposes of Section 5.21(b). Each of Terra REIT, Merger Sub, Terra BDC, REIT Advisor and Terra BDC Advisor is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
ContractThe Contribution Agreement • November 6th, 2019 • Terra Property Trust, Inc. • Real estate investment trusts
THIS AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT (this "Amendment No. 1") is made and entered into as of December 31, 2016, by and among TERRA SECURED INCOME FUND, LLC, a Delaware limited liability company ("Terra Fund 1"), TERRA SECURED INCOME FUND 2, LLC, a Delaware limited liability company ("Terra Fund 2"), TERRA SECURED INCOME FUND 3, LLC, a Delaware limited liability company ("Terra Fund 3"), TERRA SECURED INCOME FUND 4, LLC, a Delaware limited liability company ("Terra Fund 4"), TERRA SECURED INCOME FUND 5, LLC, a Delaware limited liability company ("Terra Fund 5" and together with Terra Fund 1, Terra Fund 2, Terra Fund 3, and Terra Fund 4, the "Contributors"), and TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT").
STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • May 15th, 2020 • Terra Property Trust, Inc. • Real estate investment trusts • Delaware
THIS STOCKHOLDER RIGHTS AGREEMENT (this "Agreement"), dated as of March 2, 2020, is made among TERRA JV, LLC, a Delaware limited liability company (the "Parent"), and TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT").
BUSINESS LOAN AND SECURITY AGREEMENT (REVOLVING LINE OF CREDIT)Loan and Security Agreement • March 19th, 2021 • Terra Property Trust, Inc. • Real estate investment trusts • Arizona
This Business Loan and Security Agreement (Revolving Line of Credit) (this “Agreement”) is made as of March 12, 2021, by and between TERRA MORTGAGE PORTFOLIO II, LLC, a Delaware limited liability company (the “Borrower”), on the one hand, and WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), on the other hand:
AGREEMENT AND PLAN OF MERGER by and among TERRA PROPERTY TRUST, INC., TERRA PROPERTY TRUST 2, INC., and TERRA SECURED INCOME FUND 7, LLC dated as of February 28, 2020Agreement and Plan of Merger • March 5th, 2020 • Terra Property Trust, Inc. • Real estate investment trusts • New York
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is dated as of February 28, 2020 by and among Terra Property Trust, Inc., a Maryland corporation (“TPT”), Terra Property Trust 2, Inc., a Maryland corporation (“TPT 2”), and Terra Secured Income Fund 7, LLC, a Delaware limited liability company (“TSIF7”) (each, a “party” and together, the “parties”).
LIMITED GUARANTYLimited Guaranty • March 19th, 2021 • Terra Property Trust, Inc. • Real estate investment trusts • Arizona
THIS LIMITED GUARANTY (“Guaranty”) is made as of March 12, 2021, by TERRA PROPERTY TRUST, INC., a Maryland corporation (the “Guarantor”), whose address is set forth below, in favor of WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), whose address is set forth below.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 3rd, 2022 • Terra Property Trust, Inc. • Real estate investment trusts • New York
THIS SECOND SUPPLEMENTAL INDENTURE is made and entered into as of October 1, 2022 (this “Second Supplemental Indenture”), by and among Terra Income Fund 6, Inc., a Maryland corporation (the “Company”), Terra Merger Sub, LLC, a Delaware limited liability company (the “Successor Company”), and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Base Indenture (as defined below).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • May 15th, 2020 • Terra Property Trust, Inc. • Real estate investment trusts • Delaware
THIS VOTING AGREEMENT (this "Agreement"), dated as of March 2, 2020, is made among TERRA SECURED INCOME FUND 5, LLC, a Delaware limited liability company ("TSIF 5"), TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT"), Terra JV, LLC, a Delaware limited liability company (the "Parent") and TERRA REIT ADVISORS, LLC, a Delaware limited liability company ("TRA").
ContractContribution Agreement • November 6th, 2019 • Terra Property Trust, Inc. • Real estate investment trusts • Maryland
THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of January 1, 2016, by and among TERRA SECURED INCOME FUND, LLC, a Delaware limited liability company ("Terra Fund 1"), TERRA SECURED INCOME FUND 2, LLC, a Delaware limited liability company ("Terra Fund 2"), TERRA SECURED INCOME FUND 3, LLC, a Delaware limited liability company ("Terra Fund 3"), TERRA SECURED INCOME FUND 4, LLC, a Delaware limited liability company ("Terra Fund 4"), TERRA SECURED INCOME FUND 5, LLC, a Delaware limited liability company ("Terra Fund 5" and together with Terra Fund 1, Terra Fund 2, Terra Fund 3, and Terra Fund 4, the "Contributors"), and TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT").
GUARANTEE AGREEMENTGuarantee Agreement • November 6th, 2019 • Terra Property Trust, Inc. • Real estate investment trusts • New York
THIS GUARANTEE AGREEMENT, dated as of December 12, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), in favor of GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”).
Terra Property Trust (“TPT”) + Western Asset Mortgage Capital (“WMC”) Definitive Merger Agreement June 28, 2023 T er r a P r ope r t y T r ustTerra Property Trust • June 28th, 2023 • Terra Property Trust, Inc. • Real estate investment trusts
AMENDMENT NO. 2 TO GUARANTEE AGREEMENTGuarantee Agreement • March 15th, 2024 • Terra Property Trust, Inc. • Real estate investment trusts • New York
WHEREAS, Terra Mortgage Capital III, LLC (“Seller”) and Buyer are parties to the Uncommitted Master Repurchase Agreement, dated as of November 8, 2021 , as amended by that certain Amendment No. 1 to Uncommitted Master Repurchase Agreement, by and between Buyer and Seller, dated as of May 24, 2022 (the “Repurchase Agreement”);
VOTING SUPPORT AGREEMENTVoting Support Agreement • October 3rd, 2022 • Terra Property Trust, Inc. • Real estate investment trusts • Maryland
This Voting Support Agreement (this “Agreement”) is made and entered into as of October 1, 2022, among Terra JV, LLC, a Delaware limited liability company (“Terra JV”), Terra Offshore Funds REIT, LLC, a Delaware limited liability company (“Terra Offshore REIT” and, together with Terra JV, the “Stockholders”), and Terra Property Trust, Inc., a Maryland corporation (“Terra REIT”).
AMENDMENT NO. 1 TO UNCOMMITTED MASTER REPURCHASE AGREEMENTUncommitted Master Repurchase Agreement • March 15th, 2024 • Terra Property Trust, Inc. • Real estate investment trusts • New York
AGREEMENT, dated as of May 24, 2022 (this “Amendment”), between TERRA MORTGAGE CAPITAL III, LLC, a Delaware limited liability company (“Seller”) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement or, if not defined therein, in the Repurchase Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • July 25th, 2023 • Terra Property Trust, Inc. • Real estate investment trusts
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and any amendments to it with respect to Common Stock, $0.01 par value per share, of AG Mortgage Investment Trust, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
AMENDMENT NO. 1 TO GUARANTEE AGREEMENTGuarantee Agreement • March 15th, 2024 • Terra Property Trust, Inc. • Real estate investment trusts • New York
GUARANTYGuaranty • September 17th, 2020 • Terra Property Trust, Inc. • Real estate investment trusts • New York
GUARANTY, dated as of September 3, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), made by TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), for the benefit of GOLDMAN SACHS BANK USA, a New York State member bank (“Class A Lender”).
