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 AGREEMENTIndemnification 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
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, 2018Master Repurchase 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”).
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.”
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).
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”).
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, 2023Merger Agreement • 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”).
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
BUSINESS LOAN AND SECURITY AGREEMENT (REVOLVING LINE OF CREDIT)Business 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:
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...Merger Agreement • 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.
ContractContribution 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").
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, 2020Merger Agreement • 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”).
AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • May 13th, 2024 • Terra Property Trust, Inc. • Real estate investment trusts
THIS AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Amendment”), dated as of March 11, 2024 and effective as of January 1, 2024 (the “Effective Date”), is entered into by Terra Property Trust, Inc., a Maryland corporation (“Company”), and Terra REIT Advisors, LLC, a Delaware limited liability company (the “Manager”). The Company and the Manager are collectively referred to herein as the “Parties” and each as a “Party.”
SECURITY AGREEMENT (ASSIGNMENT OF DEPOSIT ACCOUNT) (INTEREST RESERVE ACCOUNT)Security Agreement • August 9th, 2024 • Terra Property Trust, Inc. • Real estate investment trusts • Arizona
For value received, TERRA MORTGAGE PORTFOLIO II, LLC, a Delaware limited liability company (“Assignor”), hereby assigns, pledges, and transfers to WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), and to its successors and assigns, all of Assignor’s right, title, and interest in and to that certain deposit account with Lender in the name of TERRA MORTGAGE PORTFOLIO II, LLC”, Account No. 8654424378 together with any amendments, modifications, supplements, replacements or substitutions thereto (collectively, the “Interest Reserve Account”), and all sums due or to become due thereon or therefrom by way of interest, repayments or otherwise and all proceeds thereof (collectively, with the Interest Reserve Account, the “Collateral”). This Security Agreement (Assignment of Deposit Account) (“Agreement”) is the “Assignment of Deposit Account”, and the Interest Reserve Account is the “Interest Reserve Account”, described in that certain Sixth Amendment to Loan Documents of even date her
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 ustDefinitive Merger Agreement • 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”);
FIRST AMENDMENT TO UNCOMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND OTHER TRANSACTION DOCUMENTSUncommitted Master Repurchase and Securities Contract Agreement • May 13th, 2024 • Terra Property Trust, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO UNCOMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND OTHER TRANSACTION DOCUMENTS (this “Amendment”), dated as of March 6, 2024, is entered into by and among TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company (“Seller”), TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), and GOLDMAN SACHS BANK USA, a New York State member bank (including any successor thereto, “Buyer”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Fee Letter (as defined below), and if not defined therein, in the Existing Repurchase Agreement (as defined below).
AMENDMENT NO. 1 TO PRICING LETTERPricing Letter • May 13th, 2024 • Terra Property Trust, Inc. • Real estate investment trusts • New York
AMENDMENT NO. 1 TO PRICING LETTER, dated as of March 7, 2024 (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).
FIRST SUPPLEMENTAL INDENTURE between TERRA PROPERTY TRUST, INC. and as Trustee Dated as of [ ], 2021 FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • April 16th, 2021 • Terra Property Trust, Inc. • Real estate investment trusts • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of [ ], 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).
FIFTH AMENDMENT TO LOAN DOCUMENTS AND WAIVERFifth Amendment to Loan Documents and Waiver • May 13th, 2024 • Terra Property Trust, Inc. • Real estate investment trusts • Arizona
THIS FIFTH AMENDMENT TO LOAN DOCUMENTS AND WAIVER (this “Agreement”) is entered into as of March 7, 2024, by and between TERRA MORTGAGE PORTFOLIO II, LLC, a Delaware limited liability company (“Borrower”), and TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), on the one hand, and WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), on the other hand.
UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York 1285 Avenue of the Americas New York, New York 10019 March 7, 2024Uncommitted Master Repurchase Agreement • May 13th, 2024 • Terra Property Trust, Inc. • Real estate investment trusts
Re: Uncommitted Master Repurchase Agreement, dated as of November 8, 2021 , as amended by that certain Amendment No. 1 to Uncommitted Master Repurchase Agreement, dated as of May 24, 2022 (as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”) between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York and its successors and assigns (“Buyer”) and TERRA MORTGAGE CAPITAL III, LLC (“Seller”)
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”).
SIXTH AMENDMENT TO LOAN DOCUMENTSLoan Agreement • August 9th, 2024 • Terra Property Trust, Inc. • Real estate investment trusts • Arizona
THIS SIXTH AMENDMENT TO LOAN DOCUMENTS (this “Agreement”) is entered into as of June 26, 2024, by and between TERRA MORTGAGE PORTFOLIO II, LLC, a Delaware limited liability company (“Borrower”), and TERRA PROPERTY TRUST, INC., a Maryland corporation (“Guarantor”), on the one hand, and WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), on the other hand.
CONTINUING GUARANTYContinuing Guaranty • May 13th, 2024 • Terra Property Trust, Inc. • Real estate investment trusts • Arizona
THIS CONTINUING GUARANTY (“Guaranty”) is made as of March 7, 2024, 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.
