Other Information.
−Removed: UBS Repurchase Agreement
−Removed: On November 8, 2021, Terra Mortgage Capital III, LLC (the “Seller”), a special-purpose indirect wholly-owned subsidiary of the Company, entered into an Uncommitted Master Repurchase Agreement (the “UBS Master Repurchase Agreement”) with UBS AG ( the “Buyer”).
−Removed: The UBS Master Repurchase Agreement provides for advances of up to $195 million in the aggregate, which the Company expects to use to finance certain secured performing commercial real estate loans, including senior mortgage loans, where the underlying mortgaged properties consist of value-added assets with loan-to-value ratio between 65% and 80% that are typically yielding between 2.5% and 5.0%.
−Removed: Advances under the UBS Master Repurchase Agreement accrue interest at a per annum pricing rate equal to the sum of (i) the 30-day LIBOR and (ii) the applicable spread, which ranges from 1.60% to 1.85%, and have a maturity date of November 7, 2024.
−Removed: The actual terms of financing for each asset will be determined at the time of financing in accordance with the UBS Master Repurchase Agreement.
−Removed: Subject to satisfaction of certain conditions, the Seller may extend the maturity date of the UBS Master Repurchase Agreement annually thereafter on mutually agreeable terms.
−Removed: The UBS Master Repurchase Agreement contains margin call provisions that provide the Buyer with certain rights in the event of a decline in the credit of the underlying assets purchased under the UBS Master Repurchase Agreement.
−Removed: Upon the occurrence of a margin deficit event, the Buyer may require the Seller to make a payment to reduce the purchase price to eliminate any margin deficit.
−Removed: In connection with the UBS Master Repurchase Agreement, the Company entered into a Guarantee Agreement in favor of the Buyer (the “UBS Guarantee Agreement”).
−Removed: The UBS Master Repurchase Agreement and the UBS Guarantee Agreement contain various representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types.
−Removed: In addition, the UBS Guarantee Agreement contains financial covenants, which require the Company to maintain:
−Removed: (i) cash liquidity of at least the greater of $5 million or 5% of the then-current outstanding amount under the Master Repurchase Agreement;
−Removed: (ii) total liquidity of at least the greater of $15 million or 10% of the then-current outstanding amount under the Master Repurchase Agreement (iii) tangible net worth at an amount equal to or greater than $215.7 million plus 75% of new capital contributions thereafter;
−Removed: (iv) an EBITDA to interest expense ratio of not less than 1.50 to 1.00;
−Removed: and (v) a total indebtedness to tangible net worth ratio of not more than 3.50 to 1.00.
−Removed: Director Resignation
−Removed: On November 10, 2021, Andrew M.
−Removed: Axelrod informed the Company’s board of directors that he would resign as a director effective immediately.
−Removed: Axelrod’s decision to resign did not involve any disagreement with the Company, the Company’s management or the Company’s board of directors.
−Removed: Following Mr.
−Removed: Axelrod’s resignation, on November 10, 2021, the Company’s board of directors designated Vikram S.
−Removed: Uppal to act as Chairman of the Company’s board of directors and approved a decrease in the size of the Company’s board of directors from four directors to three directors.
The following exhibits are filed with this report.
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4.4 Form of Global Note representing the notes (included in Exhibit 4.2).
+Added: 10.1 Second Amendment to Loan Documents dated as of January 4, 2022, by and amount Terra Mortgage Portfolio II, LLC, as Borrower, Terra Property Trust, Inc., as Guarantor, and Western Alliance Bank, as Lender (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K (File No 001-40496) filed with the SEC on March 11, 2022).
+Added: 10.2 Uncommitted Master Repurchase and Securities Contract Agreement dated as of February 18, 2022, by and amount Terra Mortgage Capital I, LLC, as Seller, Goldman Sach s Bank USA, as Buyer (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K (File No 001-40496) filed with the SEC on March 11, 2022).
+Added: 10.3 Guarantee Agreement dated as of February 18, 2022, by and amount Terra Property Trust, Inc., as Guarantor, in favor of Goldman Sach s Bank USA, as Buyer (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K (File No 001-40496) filed with the SEC on March 11, 2022).
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: November 12, 2021
TERRA PROPERTY TRUST, INC.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.