Fourth Amendment to Revolving Line of Credit Loan Agreement, between INDUS Realty Trust, LLC and Webster Bank, N.A. dated as of March 17, 2021
FOURTH AMENDMENT TO REVOLVING LINE
OF CREDIT LOAN AGREEMENT
This Fourth Amendment (this “Amendment”) is made by and between WEBSTER BANK, N.A., a national banking association having an address at CityPlace II – 185 Asylum Street, Hartford, Connecticut 06103 (“Bank” or “Lender”) and INDUS REALTY TRUST, LLC, a Maryland limited liability company, formerly known as GRIFFIN INDUSTRIAL MARYLAND, LLC, and successor by merger with GRIFFIN INDUSTRIAL REALTY, INC., having an address at 641 Lexington Avenue, 26th Floor, New York, New York 10022 (“Borrower”).
STATEMENT OF FACTS
NOW, THEREFORE, in consideration of the mutual promises herein contained, the receipt and sufficiency of which is hereby acknowledged:
IT IS AGREED:
“Applicable Interest Rate” shall mean the One Month LIBOR Rate (as currently defined in the Loan Agreement) plus 250 basis points per annum; provided, however, that in no event shall the One Month LIBOR Rate be less than Zero (0).”
“So long as any part of the Credit Loan is unpaid, Borrower (or with respect to subparagraphs (c), (d), (e) and (f) below INDUS Realty Trust, Inc., a Maryland corporation and sole member of Borrower (“INDUS, Inc.”) shall):
(a)Net Operating Income. Maintain net operating income of the Property (excluding depreciation and amortization), equal to or greater than one hundred twenty-five (125%) of the interest due on the Credit Loan (calculated as if the Credit Loan was fully advanced), subject to certain adjustments as to the amount of the Credit Loan, as the case may be, in accordance with the terms and conditions of Section 17 hereof; further provided that in order to exercise the Fourth Extended Term, the computation of this 125% net operating income/debt service covenant must be satisfied based upon an assumption that the $35,000,000 maximum loan amount is paid at an assumed 5% interest rate over an assumed 30 year amortization period.
(b)Loan to Value Ratio. Maintain a maximum ratio of the amount of the Credit Loan to the appraised value of the Property of not more than seventy percent (70%) until the Third Extended Maturity Date, and if the Fourth Extended Term is exercised, maintain a maximum ratio of the amount of the Credit Loan to the appraised value of the Property of not more than sixty percent (60%) until the Fourth Extended Maturity Date; further provided that if Borrower provides Bank with evidence reasonably satisfactory to Bank that Borrower has successfully raised $75,000,000 in additional equity following the date of this Amendment, the maximum ratio of the Credit Loan to the appraised value of the Property during the Fourth Extended Term may be sixty-five percent (65%).
(c)Minimum Net Worth/Total Shareholder’s Equity. Maintain total shareholder or investor’s equity and minimum net worth of not less than Eighty Million ($80,000,000) Dollars.
(d)Current Liquidity. Maintain a minimum liquidity of $5,000,000. Liquidity shall include ash, cash equivalents, short term investments, and availability under the lines of credit and under any “ATM equity shelf offering”, in accordance with any universal shelf registration statement on Form S-3 filed hereafter which will allow INDUS, Inc. to issue and sell its common stock.
(e)Total Debt Ratio. Maintain a ratio of total debt to total assets not to exceed fifty (50%) percent of the total fair value of Borrower’s assets.
(f) Fixed Charge Coverage. Maintain a fixed charge coverage ratio of at least 1.1:1.0. The Fixed Charge Coverage is defined as (1) EBITDA minus cash income taxes, and dividends paid, divided by (2) debt service. EBITDA is calculated as net income plus interest, taxes, depreciation, and amortization.”
The remaining subsections of Section 11 are re-lettered as items (g) through (l).
BALANCE OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURES APPEAR ON FOLLOWING PAGE
SIGNED as of the 17th day of March, 2021.
WEBSTER BANK, N.A.
Its Senior Vice President
INDUS REALTY TRUST, LLC
/s/Anthony J. Galici
Anthony J. Galici
Its Executive Vice President
(Signature page of Fourth Amendment to Revolving Line of Credit Loan Agreement)