Item 1.01. Entry in a Material Definitive Agreement.

New Forbearance Agreement

As previously disclosed on April 13, 2020, AG Mortgage Investment Trust, Inc. and certain of its affiliates (the "Company") entered into a forbearance agreement (the "First Forbearance Agreement") with each of the following financing counterparties Bank of America, N.A., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Credit Suisse AG, Credit Suisse International, Barclays Capital Inc., Barclays Bank PLC, Société Général S.A., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Goldman Sachs Bank USA and Goldman, Sachs & Co. LLC.

Simultaneously with the execution of the First Forbearance Agreement, Wilmington Trust, National Association was appointed as the collateral agent (the "Collateral Agent") for the Participating Counterparties pursuant to a Security and Collateral Agency Agreement dated April 10, 2020 (the "Security Agreement"). Under the terms of the Security Agreement, the Collateral Agent holds, for the benefit of the Participating Counterparties in accordance with their respective Pro Rata Realized Losses, a lien on all right, title or interest in, a security interest in and lien on all right, title or interest in or to all assets of the Company (the "Collateral").

By its terms, the First Forbearance Agreement was scheduled to expire at 6:30 p.m. Eastern Daylight Time on April 27, 2020. In connection therewith, on April 27, 2020, the Company entered into a new forbearance agreement (the "Second Forbearance Agreement") with each of Bank of America, N.A., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Credit Suisse AG, Credit Suisse International, Barclays Capital Inc., Barclays Bank PLC, Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (each, a "Participating Counterparty," and collectively, the "the Participating Counterparties"). The Company expects Société Général S.A., Goldman Sachs Bank USA and Goldman, Sachs & Co. LLC to enter into the Second Forbearance Agreement within the one business day period allowed under the Second Forbearance Agreement.

Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Second Forbearance Agreement.

Pursuant to the terms of the Second Forbearance Agreement, subject to certain conditions, each Participating Counterparty agrees to forbear from exercising any of its rights and remedies in respect of events of default and any and all other defaults under the applicable repurchase agreement with the Company until the earlier of (a) 4:30 p.m. Eastern Daylight Time on June 1, 2020 or (b) the occurrence and continuance of a Triggering Event (the "Forbearance Period"). The security interest the Company granted to the Participating Counterparties under the First Forbearance Agreement remains in full force and effect. During the Forbearance Period, the Company shall have full power and authority to use cash Collateral in accordance with a cash budget set forth in a schedule to the Second Forbearance Agreement. Additionally, nothing contained in the Second Forbearance Agreement will prevent a Participating Counterparty from exercising any rights or remedies required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, or an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210.

A "Triggering Event" under the Second Forbearance Agreement includes (i) failure of the Company to comply with the terms of the Second Forbearance Agreement or any of the Security Documents or the related Intercreditor Agreement entered into in relation to the Collateral; (ii) inaccuracy of representations and warranties made by the Company in the Second Forbearance Agreement; (iii) filing of a voluntary or involuntary bankruptcy petition with respect to the Company, and such petition is not controverted within 10 days or is not dismissed within fifteen (15) days after the filing thereof; (iv) appointment of a custodian, receiver, liquidator, trustee, monitor, sequestrator or similar official for the Company or all or any substantial part of its assets or properties; (v) the CMBX.NA.AAA.13 Index remains 20% below the level of such index as of the commencement of the Forbearance Period for three (3) consecutive trading days; (vi) the Company makes a dividend or other distribution on any preferred or common stock prior to the end of the Forbearance Period; (vii) the independent directors of the Company (other than independent directors of certain special purpose entity subsidiaries of the Company) receive compensation other than common stock; (viii) except as otherwise agreed to by the Participating Counterparties, the making of any payments to or liens or collateral granted for the benefit of any counterparty, including the Participating Counterparties (other than as expressly set forth in the Forbearance Agreement), or any lender or agent with respect to any material indebtedness of the Company; (ix) the exercise of remedies in connection with a Triggering Event by any Participating Counterparty; (x) except as otherwise agreed to by the Participating Counterparties, payment by the Company to any repurchase agreement counterparty, including a Participating Counterparty or non-Participating Counterparty, other than as expressly set forth in the Second Forbearance Agreement; (xi) the threat or commencement of litigation by the Company against any Participating Counterparty (other than in connection with a breach of the Second Forbearance Agreement by a Participating Counterparty); (xii) the failure by the Company to remit to the applicable Participating Counterparty income or proceeds received by the Company with respect to the assets subject to the repurchase agreements within one (1) business

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day of the receipt of such income or proceeds; (xiii) the Security Documents cease to create a valid and perfected first priority security interest in the Collateral after such perfection occurs in accordance with the terms of the First Forbearance Agreement and Security Documents; (xiv) the failure by the Company to take action's within the Company's control within two (2) business days of actual notice to, or actual knowledge by, the Company to have the DTC repo tracker turned "off" with respect to the assets subject to the relevant Applicable Agreements; and (xv) any Company shall take any actions within such Company's control to have the DTC repo tracker turned "on" with respect to assets subject to the relevant Applicable Agreements.

During the Forbearance Period, notwithstanding any terms of any applicable repurchase agreement to the contrary, the rate of interest or the pricing rate that shall accrue on any and all obligations of the Company owed to each Participating Counterparty under the applicable repurchase agreement shall be the sum of (i) LIBOR (as defined and determined pursuant to the terms of each applicable repurchase agreement) and (ii) 5.00%.

During the Forbearance Period, notwithstanding any term in any repurchase agreement to the contrary, each Participating Counterparty agrees to extend the . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 with respect to the Note Amendment is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April 27, 2020, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Exhibit 99.1 hereto is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.                               Description
                Second Forbearance Agreement dated April 27, 2020, by and among AG
  10.1        Mortgage Investment Trust, Inc. and certain of its affiliates and
              the Participating Counterparties listed on Schedule 1 thereto

                Amendment No. 1 to the Secured Promissory Note, dated April 27,
  10.2        2020 from AG Mortgage Investment Trust, Inc. payable to AG REIT
              Management, LLC

                Amendment No. 1 to the Subordinated Security Agreement, dated
  10.3        April 27, 2020 by and among AG Mortgage Investment Trust, Inc. and
              AG REIT Management, LCC

                Amendment No. 1 to the Intercreditor and Subordination Agreement,
  10.4        dated April 27, 2020 by and among AG Mortgage Investment Trust,
              Inc., Wilmington Trust, National Association as collateral agent and
              AG REIT Management, LLC.

  99.1          Press Release, dated April 27, 2020

Forward-Looking Statements

When used in this report or other written or oral communications, statements which are not historical in nature, including those containing words such as "will," "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "could," "would," "should," "may", "expect" or similar expressions, are intended to identify "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and, as such, may involve known and unknown risks, uncertainties and assumptions. Statements regarding the following subjects, among others, may be forward-looking: our ability to accurately predict our outstanding indebtedness and the status of our ongoing discussions with our financing counterparties. Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results and outcomes could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation, changes in interest rates, changes in default rates, changes in the yield curve, changes in prepayment rates, the availability and terms of financing, changes in the market value of our assets, general economic conditions, conditions in the market for Agency RMBS, Non-Agency RMBS and CMBS securities, Excess MSRs and loans, our ability to predict and control costs, conditions in the real estate market, legislative and regulatory changes that could adversely affect the business of the Company, our negotiations with our repurchase financing counterparties and the Manager, our ability to negotiate further extensions of the Forbearance Period and the maturity of the Additional Advance, if required, with the Participating Counterparties and the Manager, respectively, and the ongoing spread and economic effects of the novel coronavirus (COVID-19). Additional information concerning these and other risk factors are contained in the Company's filings with the Securities and Exchange Commission ("SEC"), including our most recent Annual Report on Form 10-K and subsequent filings. All information in this current report on Form 8-K is as of April 27, 2020. The Company undertakes no duty to update any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

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