FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 5th, 2022 • Terra Income Fund 6, Inc. • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 1st day of May, 2022, by and between Terra Income Fund 6, Inc., a Maryland corporation (the “Company”), and _________________________ (“Indemnitee”).
CUSTODY AGREEMENT dated as of June 1, 2015 by and between TERRA INCOME FUND 6, INC. (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)Custody Agreement • June 4th, 2015 • Terra Income Fund 6, Inc. • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of June 1, 2015 and is by and between Terra Income Fund 6, Inc. (and any successor or permitted assign), a corporation organized under the laws of the State of Maryland (the “Company”), having its principal place of business at 805 Third Avenue, 8th Floor, New York, New York 10022 and U.S. Bank National Association (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at 214 N. Tryon Street, 26th Floor, Charlotte, North Carolina 28202.
TERRA CAPITAL MARKETS, LLC SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT September 30, 2017Dealer Manager Agreement • November 20th, 2017 • Terra Income Fund 6, Inc. • New York
Terra Income Fund 6, Inc. (the “Company”) is a Maryland corporation that is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended (the “1940 Act”) and that intends to elect to be treated for federal income tax purposes, and qualify annually thereafter, as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is offering up to 80,000,000 shares of common stock, $.001 par value per share (the “Shares”), for a purchase price of $10.90 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers), in the offering (the “Offering”), and Shares to be offered for a purchase price per Share of 95% of the price that Shares are sold in the Offering (as defined below) at the semi-monthly closing immediately f
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN TERRA INCOME FUND 6, INC. AND TERRA INCOME ADVISORS, LLCInvestment Advisory and Administrative Services Agreement • September 23rd, 2021 • Terra Income Fund 6, Inc. • New York
This Investment Advisory and Administrative Services Agreement (this “Agreement”) is made this 22nd day of September, 2021, by and between TERRA INCOME FUND 6, INC., a Maryland corporation (the “Company”), and TERRA INCOME ADVISORS, LLC, a Delaware limited liability company (the “Advisor”).
FIRST SUPPLEMENTAL INDENTURE between TERRA INCOME FUND 6, INC. and as Trustee Dated as of February 10, 2021 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 10th, 2021 • Terra Income Fund 6, Inc. • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of February 10, 2021, is between Terra Income Fund 6, 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).
ESCROW AGREEMENTEscrow Agreement • May 12th, 2015 • Terra Income Fund 6, Inc. • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 20th day of April, 2015 by and among Terra Capital Markets, LLC, a Delaware limited liability company (the “Dealer Manager”), Terra Income Fund 6, Inc., a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 11th, 2023 • Terra Income Fund 6, LLC • 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”).
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.,Merger Agreement • May 5th, 2022 • Terra Income Fund 6, Inc. • 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.
TERRA INCOME FUND 6, INC.Underwriting Agreement • February 9th, 2021 • Terra Income Fund 6, Inc. • New York
Terra Income Fund 6, Inc., a corporation incorporated under the laws of the State of Maryland (the “Fund”), is a non-diversified, closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) $34,750,000 aggregate principal amount of its 7.00% Senior Notes due 2026 (the “Notes”). The Securities will be issued under the indenture to be dated as of February 10, 2021 between the Fund and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by that certain Supplemental Indenture to be dated as of February 10, 2021 (such indenture, as so amended and supplemented, the “Indenture”). The Fund also pro
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 3rd, 2022 • Terra Income Fund 6, LLC • 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).
SUB-ADMINISTRATION SERVICING AGREEMENTSub-Administration Servicing Agreement • July 2nd, 2015 • Terra Income Fund 6, Inc. • New York
THIS AGREEMENT is made and entered into as of this 29th day of June, 2015, by and between TERRA INCOME ADVISORS, LLC, a Delaware corporation (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
ASSIGNMENT OF DEALER MANAGER AGREEMENTAssignment of Dealer Manager Agreement • December 28th, 2020 • Terra Income Fund 6, Inc. • New York
This ASSIGNMENT OF DEALER MANAGER AGREEMENT (this “Agreement”) is made as of this 23rd day of December, 2020 by and between Terra Capital Markets, LLC, a Delaware limited liability company (“Terra Capital Markets”) and Terra Income Fund 6, Inc., a Maryland corporation (“Terra Fund 6”).
EXHIBIT ADealer Manager Agreement • May 12th, 2015 • Terra Income Fund 6, Inc.
Terra Capital Markets, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of April 20, 2015 (the “Dealer Manager Agreement”), with Terra Income Fund 6, Inc., a Maryland corporation (the “Company”), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for its shares of common stock, $.001 par value per share, of which amount: (i) up to 80,000,000 shares for a purchase price of $12.50 per share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers) (the “Shares”), as well as (ii) shares offered pursuant to the Company’s distribution reinvestment plan, at a price equal to 95% of the price that Shares are sold in the Offering at the semi-monthly closing immediately following the distribution payment date, as described in the Prospectus (as defined below). Unless otherwise defined herein, capitalized t
TERMINATION AGREEMENTTermination Agreement • May 5th, 2022 • Terra Income Fund 6, Inc. • New York
This TERMINATION AGREEMENT is made and entered into as of May 2, 2022 (this “Termination Agreement”), by and between Terra Income Fund 6, Inc., a Maryland corporation (the “Company”), and Terra Income Advisors, LLC, a Delaware limited liability company (the “Advisor”). The Company and the Advisor are referred to in this Termination Agreement each as a “Party” and collectively as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • April 15th, 2021 • Terra Income Fund 6, Inc. • New York
This SECURITY AGREEMENT (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 9, 2021, is entered into by and among each of the grantors listed on the signature pages hereof and those additional entities that hereafter become grantors hereunder by executing a joinder substantially in the form of Exhibit A hereto (each a “Grantor” and collectively the “Grantors”) and Eagle Point Credit Management LLC (“Eagle Point”), as administrative agent (together with its successors and assigns, in such capacity, the “Agent”) for the benefit of the Secured Parties (as defined below).
FORM OF SELECTED BROKER-DEALER AGREEMENT WITH TERRA CAPITAL MARKETS, LLCDealer Manager Agreement • November 20th, 2017 • Terra Income Fund 6, Inc.
Terra Capital Markets, LLC (the “Dealer Manager”) entered into a second amended and restated dealer manager agreement, dated as of September 30, 2017 (the “Dealer Manager Agreement”), with Terra Income Fund 6, Inc., a Maryland corporation (the “Company”), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for its shares of common stock, $.001 par value per share, of which amount: (i) up to 80,000,000 shares for a purchase price of $10.90 per share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers) (the “Shares”), as well as (ii) shares offered pursuant to the Company’s distribution reinvestment plan, at a price equal to 95% of the price that Shares are sold in the Offering at the semi-monthly closing immediately following the distribution payment date, as described in the Prospectus (as defined below). Unless otherwi
FORM OF EXPENSE SUPPORT AGREEMENTExpense Support Agreement • July 2nd, 2015 • Terra Income Fund 6, Inc. • New York
This EXPENSE SUPPORT AGREEMENT (this “Agreement”), is made as of June 30, 2015 by and between Terra Income Fund 6, Inc. (the “Company”) and Terra Income Advisors, LLC (the “Adviser”).
ACCOUNTING SERVICING AGREEMENTAccounting Servicing Agreement • July 2nd, 2015 • Terra Income Fund 6, Inc. • New York
THIS AGREEMENT is made and entered into as of this 29th day of June, 2015, by and between TERRA INCOME ADVISORS, LLC, a Delaware corporation (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
