CTO 8-K
CTO Realty Growth, Inc. (CTO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed by CTO Realty Growth, Inc., a Maryland corporation (the ”Company”), the Company and certain subsidiaries of the Company previously entered into a Credit Agreement, dated as of September 30, 2024, with KeyBank National Association, as administrative agent (“KeyBank”), and certain other lenders named therein (as amended prior to September 29, 2026, the “Original KeyBank Credit Agreement”).
On September 29, 2026, the Company and certain subsidiaries of the Company entered into an Amended and Restated Credit Agreement with KeyBank and certain other lenders named therein to amend and restate the Original KeyBank Credit Agreement in its entirety (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement provides for:
| ● | a $400,000,000 senior unsecured revolving credit facility maturing in September 2030, with two six-month extension options (the “Revolving Facility”); |
| ● | a $150,000,000 senior unsecured term loan credit facility maturing in September 2029 (the “2029 Term Loan Facility”); |
| ● | a $150,000,000 senior unsecured term loan credit facility maturing in September 2030 (the “2030 Term Loan Facility”); |
| ● | a $150,000,000 senior unsecured term loan credit facility maturing in September 2031 (the “2031 Term Loan Facility”); and |
| ● | a $150,000,000 senior unsecured term loan credit facility maturing in March 2032 (the “2032 Term Loan Facility” and, together with the Revolving Facility, the 2029 Term Loan Facility, the 2030 Term Loan Facility, and the 2031 Term Loan Facility, the “Facilities”), |
subject to an increase in the aggregate amount of the Facilities up to an aggregate commitment of $1,500,000,000 in accordance with the terms of the Amended and Restated Credit Agreement.
The Facilities were provided by a syndicate of banks led by KeyBank as administrative agent. Co-syndication agents included Bank of America, N.A., The Huntington National Bank, PNC Bank, National Association, Regions Bank, Truist Bank, and Wells Fargo Bank, N.A. Additional participating banks included Associated Bank, National Association, Pinnacle Bank, Raymond James Bank, and Santander.
Borrowings under the Amended and Restated Credit Agreement bear interest at a rate equal to either (i) the Applicable Margin plus the Base Rate (each as defined in the Amended and Restated Credit Agreement), (ii) the Applicable Margin plus Daily Simple SOFR (as defined in the Amended and Restated Credit Agreement) or (iii) the Applicable Margin plus Term SOFR (as defined in the Amended and Restated Credit Agreement).
The Company is subject to customary restrictive covenants under the Amended and Restated Credit Agreement, including, but not limited to, limitations on the Company’s ability to: (i) incur indebtedness; (ii) make certain investments; (iii) incur certain liens; (iv) engage in certain affiliate transactions; and (v) engage in certain major transactions such as mergers. In addition, the Company is subject to various financial maintenance covenants as described in the Amended and Restated Credit Agreement.
The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated Credit Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
On September 29, 2026, in connection with the Company’s entry into the Amended and Restated Credit Agreement, the Company repaid all obligations outstanding under that certain Second Amended and Restated Credit Agreement, dated as of September 7, 2017, among the Company, certain subsidiaries of the Company, Bank of Montreal, as administrative agent, and certain other lenders named therein (as amended, the “BMO Credit Agreement”). As a result, the BMO Credit Agreement was terminated and the obligations thereunder were discharged.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On September 30, 2026, the Company issued a press release (the “press release”) announcing the Company’s entry into the Amended and Restated Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, unless it is specifically incorporated by reference therein.
The furnishing of the press release is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the press release includes material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
10.1 | ||
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 hereunto duly authorized.
Date: September 30, 2026
CTO Realty Growth, Inc.
By: /s/ Philip R. Mays
Philip R. Mays, Senior Vice President, Chief Financial Officer, and Treasurer
Exhibit 10.1
Execution Version
Amended and Restated Credit Agreement
Dated as of September 29, 2026
among
CTO Realty Growth, Inc.,
The Guarantors From Time to Time Parties Hereto,
the Lenders from time to time parties hereto,
KeyBank National Association,
as Administrative Agent,
KeyBanc Capital Markets Inc., The Huntington National Bank, PNC Capital Markets LLC, Regions Capital Markets, Truist Securities, Inc., Raymond James Bank, Wells Fargo Bank, N.A., and BofA Securities, Inc.,
as Joint Lead Arrangers
The Huntington National Bank, PNC Bank, National Association, Regions Bank, Truist Bank, Wells Fargo Bank, N.A., and Bank of America, N.A.,
as Co-Syndication Agents
and
KeyBanc Capital Markets Inc.,
as Sole Book Runner
Table of Contents
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Exhibit A—Notice of Payment Request
Exhibit B—Notice of Borrowing
Exhibit C—Notice of Continuation/Conversion
Exhibit D-1—Revolving Note
Exhibit D-2—Term Note
Exhibit D-3—Incremental Term Note
Exhibit E—Compliance Certificate
Exhibit F—Assignment and Acceptance
Exhibit G—Additional Guarantor Supplement
Exhibit H—Commitment Increase Request
Schedule 1—Commitments
Schedule 1.1—Initial Unencumbered Assets
Schedule 6.2—Subsidiaries
Schedule 6.6—Material Adverse Effect
Schedule 6.11—Litigation
Schedule 6.17—Environmental Issues
Schedule 6.23—Maintenance and Condition
Schedule 8.7—Existing Liens
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The loan evidenced by this amended and restated credit agreement is not secured by an interest in florida real property and has been executed and delivered outside of the state of florida. consequently, no florida documentary stamp tax is due and payable with respect to this credit agreement.
Amended and Restated Credit Agreement
This Amended and Restated Credit Agreement (this “Agreement”) is entered into as of September 29, 2026, by and among CTO Realty Growth, Inc., a Maryland corporation (the “Borrower”), and each Material Subsidiary from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and KeyBank National Association (“KeyBank”), as Administrative Agent. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
Preliminary Statement
The Borrower has requested, and the Lenders have agreed to extend, certain credit facilities on the terms and conditions of this Agreement.
Whereas, the Borrower and certain Material Subsidiaries of the Borrower, as Guarantors, the financial institutions party thereto as “Lenders” and KeyBank, as Administrative Agent, previously entered into a Credit Agreement dated as of September 30, 2024, as amended by that certain First Amendment to Credit Agreement and Joinder dated as of December 20, 2024, and as further amended by that certain Second Amendment to Credit Agreement dated as of September 25, 2025 (as heretofore extended, renewed, amended, modified, amended and restated or supplemented, the “Original Credit Agreement”).
Now, Therefore, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend and restate the Original Credit Agreement in its entirety as follows:
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provided, however, that in the absence of acceleration, any adjustments pursuant to this Section 1.9 shall be made by the Administrative Agent, acting at the request or with the consent of the Required Lenders, with written notice to the Borrower. While any Event of Default exists or after acceleration, interest shall be paid on the demand of the Administrative Agent at the request or with the consent of the Required Lenders.
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then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or reasonable expense. If any Lender makes such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or reasonable expense in reasonable detail and the amounts shown on such certificate shall be conclusive if reasonably determined absent manifest error.
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Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.8(b) hereof), all payments and collections received in respect of the Obligations by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the
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Obligations or termination of the Revolving Credit Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
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formed or acquired Material Subsidiary to execute a Guaranty or an Additional Guarantor Supplement in the form of Exhibit G attached hereto (the “Additional Guarantor Supplement”) as the Administrative Agent may then require, and the Borrower shall also deliver to the Administrative Agent, or cause such Material Subsidiary to deliver to the Administrative Agent, at the Borrower’s cost and expense, such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.
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“1031 Cash Proceeds” means cash proceeds from the sale of Property in a transaction under Section 1031 of the Code held by a qualifying intermediary; provided, that, such proceeds shall cease to be 1031 Cash Proceeds as of the last day on which Borrower or the applicable Subsidiary can consummate a tax-deferred transaction under Section 1031 of the Code.
“1031 Property” means, as of any Unencumbered Pool Determination Date, any Property owned by a 1031 Property Holder which is intended to qualify for tax treatment under Section 1031 of the Code and which satisfies the following conditions:
(i)the Property meets all of the requirements of the definition of Eligible Property; and
(ii)the Borrower or a Guarantor has the unconditional contractual right to require and cause fee simple title to such Property to be transferred at any time to any Person as directed by the Borrower or a Guarantor.
For purposes of determining Total Asset Value, such 1031 Property shall be deemed to have been owned or leased by the Borrower or a Guarantor from the date acquired by the 1031 Property Holder that owns such 1031 Property.
“1031 Property Holder” means the “qualified intermediary” or “exchange accommodation titleholder” with respect to a 1031 Property as contemplated under Section 1031 of the Code, the regulations of the U.S. Department of Treasury adopted thereunder and related revenue procedures related thereto.
“2029 Aggregate Term Facility Amount” means as of the Restatement Date, $150,000,000.
“2029 Term Loan” means each Term Loan made by a 2029 Term Lender in the amount of such Lender’s 2029 Term Loan Commitment pursuant to Section 1.2(a) hereof.
“2029 Term Loan Commitment” means, as to any Lender, the obligation of such Lender to make or maintain its 2029 Term Loan on the Restatement Date in the principal amount not to exceed the amount set forth opposite such Lender’s name under the heading 2029 Term Loan Commitment on Schedule 1 attached hereto and made a part hereof. The Borrower and the Lenders acknowledge and agree that the 2029 Term Loan Commitments of the Lenders aggregate $150,000,000 as of the date hereof.
“2029 Term Facility” means, the aggregate principal amount of the 2029 Term Loans of all 2029 Term Lenders outstanding at such time.
“2029 Term Lender” means, each Lender that holds a 2029 Term Loan or 2029 Term Loan Commitment.
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“2030 Aggregate Term Facility Amount” means as of the Restatement Date, $150,000,000.
“2030 Term Loan” means each Term Loan made by a 2030 Term Lender in the amount of such Lender’s 2030 Term Loan Commitment pursuant to Section 1.2(b) hereof.
“2030 Term Loan Commitment” means, as to any Lender, the obligation of such Lender to make or maintain its 2030 Term Loan on the Restatement Date in the principal amount not to exceed amount set forth opposite such Lender’s name under the heading 2030 Term Loan Commitment on Schedule 1 attached hereto and made a part hereof. The Borrower and the Lenders acknowledge and agree that the 2030 Term Loan Commitments of the Lenders aggregate $150,000,000 as of the date hereof.
“2030 Term Facility” means, the aggregate principal amount of the 2030 Term Loans of all 2030 Term Lenders outstanding at such time.
“2030 Term Lender” means, each Lender that holds a 2030 Term Loan or 2030 Term Loan Commitment.
“2031 Term Loan” means each Term Loan made by a 2031 Term Lender in the amount of such Lender’s 2031 Term Loan Commitment pursuant to Section 1.2(c) hereof.
“2031 Term Loan Commitment” means, as to any Lender, the obligation of such Lender to make its 2031 Term Loan on the Restatement Date in the principal amount not to exceed the amount set forth opposite such Lender’s name under the heading 2031 Term Loan Commitment on Schedule 1 attached hereto and made a part hereof. The Borrower and the Lenders acknowledge and agree that the 2031 Term Loan Commitments of the Lenders aggregate $150,000,000 as of the date hereof.
“2031 Term Facility” means, the aggregate principal amount of the 2031 Term Loans of all 2031 Term Lenders outstanding at such time.
“2031 Term Lender” means, each Lender that holds a 2031 Term Loan or 2031 Term Loan Commitment.
“2032 Term Loan” means each Term Loan made by a 2032 Term Lender in the amount of such Lender’s 2032 Term Loan Commitment pursuant to Section 1.2(d) hereof.
“2032 Term Loan Commitment” means, as to any Lender, the obligation of such Lender to make its 2032 Term Loan on the Restatement Date in the principal amount not to exceed the amount set forth opposite such Lender’s name under the heading 2032 Term Loan Commitment on Schedule 1 attached hereto and made a part hereof. The Borrower and the Lenders acknowledge and agree that the 2032 Term Loan Commitments of the Lenders aggregate $150,000,000 as of the date hereof.
“2032 Term Facility” means, the aggregate principal amount of the 2032 Term Loans of all 2032 Term Lenders outstanding at such time.
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“2032 Term Lender” means, each Lender that holds a 2032 Term Loan or 2032 Term Loan Commitment.
“Acceptable Leasehold Interest” means a ground leasehold interest where the Borrower or its Subsidiary is the lessee thereunder, as to which no default (other than a default which remains subject to grace or cure periods) or event of default has occurred or with the passage of time or the giving of notice would occur, and containing (a) the following terms and conditions: (i) a remaining term (including any unexercised extension options that the lessee can unilaterally exercise without the need to obtain the consent of the lessor or to pay the lessor any amount as a condition to the effectiveness of such extension) of 30 years or more from the Restatement Date; (ii) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (iii) the obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (iv) reasonable transferability of the lessee’s interest under such lease, including ability to sublease; and (v) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease as reasonably approved by the Administrative Agent; or (b) terms and conditions otherwise reasonably acceptable to the Administrative Agent.
“Additional Guarantor Supplement” is defined in Section 4.2 hereof.
“Adjusted EBITDA” means, for any period, EBITDA for such period minus the Annual Capital Expenditure Reserve.
“Adjusted Availability” means, at any time of determination, an amount equal to (x) the Gross Availability minus (y) the aggregate Other Unsecured Indebtedness outstanding on such date.
“Administrative Agent” means KeyBank National Association, in its capacity as Administrative Agent hereunder, and any successor in such capacity pursuant to Section 11.6 hereof.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affected Lender” is defined in Section 1.13 hereof.
“Affiliate” means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that, in any event for purposes of this definition, any Person that owns, directly or indirectly, 20% or more of the securities having the ordinary voting power for the election of
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directors or governing body of a corporation or 20% or more of the partnership or other ownership interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.
“Agreement” means this Amended and Restated Credit Agreement, as the same may be amended, modified, restated or supplemented from time to time pursuant to the terms hereof.
“Alpine” means Alpine Income Property Trust, Inc., a Maryland corporation.
“Annual Capital Expenditure Reserve” means the sum of (a) an amount equal to the product of (i) $0.15 multiplied by (ii) the aggregate gross leasable area, determined on a square footage basis, for retail properties and Retail Mixed-Use Properties, plus (b) an amount equal to the product of (i) $0.50 multiplied by (ii) the aggregate gross leasable area, determined on a square footage basis, for all other properties; provided, however, this definition of Annual Capital Expenditure Reserve shall not apply to any Land Assets, Assets Under Development, or any Properties subject to Ground Leases with Borrower or a Subsidiary as lessor so long as the Borrower is not obligated for such Capital Expenditures.
“Anti-Corruption Law” means the FCPA and any law, rule or regulation of any jurisdiction applicable to the Loan Parties or any of their Subsidiaries or Affiliates from time to time concerning or relating to bribery or corruption.
“Applicable Margin” means, with respect to Loans of any Class, Reimbursement Obligations, and the letter of credit fees payable under Section 2.1 hereof, until the first Pricing Date, the rates shown opposite Level III below, and thereafter, (x) prior to the Investment Grade Rating Date, from one Pricing Date to the next the rates per annum determined in accordance with the following schedule:
Level | Total Indebtedness to Total Asset Value Ratio for Such Pricing Date | Applicable Margin for Revolving Loans that are Base Rate Loans shall be: | Applicable Margin for Revolving Loans that are SOFR Loans Shall Be: | Applicable Margin for Term Loans that are Base Rate Loans shall be: | Applicable Margin for term loans that are SOFR Loans Shall Be: |
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I | Less than 0.35 to 1.00 | 0.00% | 1.00% | 0.15% | 1.15% |
II | Greater than or equal to 0.35 to 1.00, but less than 0.40 to 1.00 | 0.05% | 1.05% | 0.20% | 1.20% |
III | Greater than or equal to 0.40 to 1.00, but less than 0.45 to 1.00 | 0.10% | 1.10% | 0.25% | 1.25% |
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Level | Total Indebtedness to Total Asset Value Ratio for Such Pricing Date | Applicable Margin for Revolving Loans that are Base Rate Loans shall be: | Applicable Margin for Revolving Loans that are SOFR Loans Shall Be: | Applicable Margin for Term Loans that are Base Rate Loans shall be: | Applicable Margin for term loans that are SOFR Loans Shall Be: |
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IV | Greater than or equal to 0.45 to 1.00, but less than 0.50 to 1.00 | 0.20% | 1.20% | 0.35% | 1.35% |
V | Greater than or equal to 0.50 to 1.00, but less than 0.55 to 1.00 | 0.25% | 1.25% | 0.45% | 1.45% |
VI | Greater than or equal to 0.55 to 1.00, but less than 0.60 to 1.00 | 0.45% | 1.45% | 0.60% | 1.60% |
VII | Greater than or equal to 0.60 to 1.00 | 0.60% | 1.60% | 0.75% | 1.75% |
For purposes hereof, the term “Pricing Date” means, for any fiscal quarter of the Borrower, the last date on which the Borrower’s most recent Compliance Certificate and financial statements (and, in the case of the year-end financial statements, audit report) for the fiscal quarter then ended are due, pursuant to Section 8.5 hereof. The Applicable Margin shall be established based on the Total Indebtedness to Total Asset Value ratio for the most recently completed fiscal quarter and the Applicable Margin established on a Pricing Date shall remain in effect until the next Pricing Date. If the Borrower has not delivered its Compliance Certificate and financial statements by the date the Compliance Certificate and financial statements (and, in the case of the year-end financial statements, audit report) are required to be delivered under Section 8.5 hereof, then until such Compliance Certificate and financial statements and/or audit report are delivered, the Applicable Margin shall be the highest Applicable Margin (i.e., Level VII shall apply). If the Borrower subsequently delivers such Compliance Certificate and financial statements before the next Pricing Date, the Applicable Margin established by such late delivered Compliance Certificate and financial statements shall take effect from the date of delivery until the next Pricing Date. In all other circumstances, the Applicable Margin established by such Compliance Certificate and financial statements shall be in effect from the Pricing Date that occurs immediately after the end of the fiscal quarter covered by such financial statements until the next Pricing Date. Borrower, Administrative Agent, L/C Issuer, and Lenders understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Administrative Agent and Lenders by Borrower (the "Borrower Information"). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including, without limitation, because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically
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recalculated using correct Borrower Information; provided that no recalculation shall be done for any period that is more than 2 years earlier than the date of recalculation. The Administrative Agent shall promptly notify Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender or the L/C Issuer, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent's, the L/C Issuer’s, or any Lender's other rights under this Agreement. Each determination of the Applicable Margin made by the Administrative Agent in accordance with the foregoing shall be conclusive, absent manifest error, and binding on the Borrower and the Lenders if reasonably determined. Any Incremental Term Loan shall bear interest at an “applicable margin” based upon the then determined Applicable Margin set forth in each Incremental Term Loan Amendment for each Incremental Term Loan Facility.
(y) On, and at all times after, the Investment Grade Rating Date, the rates per annum determined in accordance with the following schedule:
Rating | Applicable Margin for Revolving Loans that are Base Rate Loans shall be: | Applicable Margin for Revolving Loans that are SOFR Loans Shall Be: | Applicable Margin for Term Loans that are Base Rate Loans shall be: | Applicable Margin for term loans that are SOFR Loans Shall Be: |
|---|---|---|---|---|
A- / A3 or higher | 0.00% | 0.675% | 0.00% | 0.75% |
BBB+ / Baa1 | 0.00% | 0.725% | 0.00% | 0.80% |
BBB / Baa2 | 0.00% | 0.80% | 0.00% | 0.90% |
BBB- / Baa3 | 0.00% | 1.00% | 0.15% | 1.15% |
Less than BBB- / Baa3 (or not rated) | 0.35% | 1.35% | 0.55% | 1.55% |
During any period for which the Borrower has received three (3) Ratings which are not equivalent, the Applicable Margin will be determined by (a) the highest Rating if they differ by only one level and (b) the average of the two highest Ratings if they differ by two or more levels (unless the average is not a recognized level, in which case the Applicable Margin will be based on the level corresponding to the second highest Rating). During any period for which the Borrower has received only two (2) Ratings and such Ratings are not equivalent, the Applicable Margin will be determined by (i) the highest Rating if they differ by only one level and (ii) if they differ by two or more levels, the Applicable Margin will be based on the Rating one level higher than the lower of the applicable Ratings. During any period for which the Borrower has received a Rating from only one rating agency, the Applicable Margin shall be determined based on such Rating so long as such Rating is from either S&P or Moody’s. During any period for which the Borrower does not have a Rating from any rating agency, or during any other period not otherwise covered by
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this definition, the Applicable Margin shall be determined based on the Less than BBB- /Baa3 (or not rated) level.
“Applicable Percentage” means, (a) with respect to any 2029 Term Lender at any time, the percentage of the 2029 Term Facility represented by such 2029 Term Lender’s 2029 Term Loan Commitment at such time, (b) with respect to any 2030 Term Lender at any time, the percentage of the 2030 Term Facility represented by such 2030 Term Lender’s 2030 Term Loan Commitment at such time, (c) with respect to any 2031 Term Lender at any time, the percentage of the 2031 Term Facility represented by such 2031 Term Lender’s 2031 Term Loan Commitment at such time, (d) with respect to any 2032 Term Lender at any time, the percentage of the 2032 Term Facility represented by such 2032 Term Lender’s 2032 Term Loan Commitment at such time, (e) with respect to any Incremental Term Lender at any time, the percentage of the applicable Incremental Term Loan Facility represented by the sum of such Incremental Term Lender’s unfunded Incremental Term Loan Commitments (if any) for the applicable Incremental Term Facility and the principal amount of such Incremental Term Lender’s Incremental Term Loans for the applicable Incremental Term Loan Facility at such time, and (f) with respect to any Revolving Lender at any time, the percentage of the Revolving Credit Commitments represented by such Lender’s Revolving Credit Commitment or, if the Revolving Credit Commitments have been terminated, the percentage held by such Lender (including through participation interests in Reimbursement Obligations) of the aggregate principal amount of all Revolving Loans and L/C Obligations then outstanding. The initial Applicable Percentage of each Lender in respect of the Revolving Facility and each Term Facility is set forth opposite the name of such Lender on Schedule 1 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
“Application” is defined in Section 1.3(b) hereof.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Arranger” means, with respect to any Facility, each of the entities identified as a “Joint Lead Arranger” or similar title with respect to such Facility on the cover page of this Agreement.
“Assets Under Development” means any real property under construction (excluding any completed Property under non-material renovation), until such property has received a certificate of occupancy.
“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.12 hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit F or any other form approved by the Administrative Agent.
“Authorized Representative” means those persons shown on the list of officers provided by the Borrower pursuant to Section 7.2 hereof or on any update of any such list provided by the Borrower to the Administrative Agent, or any further or different officers of the Borrower so
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named by any Authorized Representative of the Borrower in a written notice to the Administrative Agent.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement, or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 10.6(d).
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule; and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Bankruptcy Event” means, with respect to any Person, any event of the type described in clause (j) or (k) of Section 9.1 hereof with respect to such Person.
“Base Rate” means, for any day, the rate per annum equal to the greatest of: (a) the rate of interest announced or otherwise established by the Administrative Agent from time to time as its prime commercial rate, or its equivalent, for U.S. Dollar loans to borrowers located in the United States as in effect on such day, with any change in the Base Rate resulting from a change in said prime commercial rate to be effective as of the date of the relevant change in said prime commercial rate (it being acknowledged and agreed that such rate may not be the Administrative Agent’s best or lowest rate), (b) the sum of (i) the Federal Funds Rate for such day, plus (ii) 1/2 of 1%, or (c) the sum of (i) Term SOFR for a one month tenor in effect on such day plus (ii) 1.0%. Any change in the Base Rate due to a change in the prime rate, the Federal Funds Rate or Term SOFR, as applicable, shall be effective from and including the effective date of the change in such rate. If the Base Rate is being used as an alternative rate of interest pursuant to Section 10.2 or Section 10.6 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above; provided, that if the Base Rate as determined above shall ever be less than the Floor, then Base Rate shall be deemed to be the Floor.
“Base Rate Loan” means a Loan bearing interest at the Base Rate.
“Benchmark” means, initially, (a) with respect to Daily Simple SOFR Loans, Daily Simple SOFR and (b), with respect to Term SOFR Loans, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the then-current Benchmark, then
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“Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 10.6.
“Benchmark Replacement” means, with respect to any Benchmark Transition Event for the then-current Benchmark, the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for syndicated credit facilities denominated in U.S. Dollars at such time and (ii) the related Benchmark Replacement Adjustment, if any; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
“Benchmark Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), if any, that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar denominated syndicated credit facilities at such time.
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(a)in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(b)in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
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For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means, with respect to the then-current Benchmark, the occurrence of one or more of the following events with respect to such Benchmark:
(a)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(b)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(c)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Start Date” means, with respect to any Benchmark, in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).
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“Benchmark Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (i) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 10.6 and (ii) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 10.6.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Borrower” is defined in the introductory paragraph of this Agreement.
“Borrowing” means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by the Lenders on a single date and, in the case of Term SOFR Loans, for a single Interest Period. Borrowings of Loans are made and maintained ratably from each of the Lenders according to their Applicable Percentages. A Borrowing is “advanced” on the day Lenders advance funds comprising such Borrowing to the Borrower, is “continued” on the date a new Interest Period for the same type of Loans commences for such Borrowing, and is “converted” when such Borrowing is changed from one type of Loans to the other, all as determined pursuant to Section 1.6 hereof.
“Business Day” means (i) any day other than Saturday, Sunday or any other day on which commercial banks in Cleveland, Ohio or New York, New York are authorized or required by law to close and (ii) with respect to any matters relating to SOFR Loans, a SOFR Business Day.
“Capital Expenditures” means, with respect to any Person for any period, the aggregate amount of all expenditures (whether paid in cash or accrued as a liability) by such Person during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to property, plant, or equipment (including replacements, capitalized repairs, and improvements) which are required to be capitalized on the balance sheet of such Person in accordance with GAAP.
“Capital Lease” means any lease of Property or other assets which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.
“Capitalization Rate” means (i) 6.25% for existing single-tenant Properties occupied by tenants maintaining a (A) BBB- Rating or better from S&P’s or Fitch, or (B) Baa3 Rating or better from Moody’s, (ii) 6.50% for grocery anchored retail properties, (iii) 7.00% for all other retail and Retail Mixed-Use Properties, (iv) 8.00% for all other Properties not covered under the foregoing clauses (i), (ii) or (iii); provided, that for all Properties that are subject to Ground Leases with the Borrower or a Subsidiary as lessee, the applicable Capitalization Rate shall be determined as if the Borrower was the owner of the fully-completed building located on such Property.
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“Capitalized Lease Obligation” means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP.
“CBA” means CME Group Benchmark Administration Ltd.
“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§9601 et seq., and any future amendments.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
“Change of Control” means any of (a) the acquisition by any “person” or “group” (as such terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) at any time that causes such person or group to become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of 51% or more of the outstanding capital stock or other equity interests of the Borrower on a fully-diluted basis, other than acquisitions of such interests by any party who is an officer or director of the Borrower as of the Restatement Date, (b) the failure of individuals who are members of the board of directors (or similar governing body) of the Borrower on the Restatement Date (together with any new or replacement directors whose initial nomination for election was approved by a majority of the directors who were either directors on the Restatement Date or previously so approved) to constitute a majority of the board of directors (or similar governing body) of the Borrower.
“Class” means (a) when used with respect to a Commitment, refers to whether such Commitment is a Revolving Credit Commitment, 2029 Term Loan Commitment, 2030 Term Loan Commitment, 2031 Term Loan Commitment, 2032 Term Loan Commitment or any tranche of Incremental Term Loan Commitments, (b) when used with respect to a Loan, refers to whether such Loan is a Revolving Loan, a 2029 Term Loan, 2030 Term Loan, 2031 Term Loan, 2032 Term Loan or an Incremental Term Loan, and (c) when used with respect to a Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments.
“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.
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“Collateral Account” is defined in Section 9.4(b) hereof.
“Commitment” means a Revolving Credit Commitment, Term Loan Commitment or an Incremental Term Loan Commitment, as the context may require.
“Commitment Increase” has the meaning assigned to such term in Section 1.15.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“Compliance Certificate” is defined in Section 8.5(e) hereof.
“Conforming Changes” means, with respect to either the use or administration of Daily Simple SOFR or Term SOFR, or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “SOFR Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 1.11 and other technical, administrative or operational matters) that the Administrative Agent reasonably decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profit Taxes.
“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Code.
“Covered Entity” has the meaning specified in Section 12.30.
“Credit Event” means the advancing of any Loan, or the issuance of, or extension of the expiration date or increase in the amount of, any Letter of Credit.
“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day, the “SOFR Determination Day”) that is five (5) SOFR Business Days prior to (i) if such SOFR Rate Day is a SOFR Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a SOFR Business Day, the SOFR Business Day immediately preceding such SOFR Rate Day, in each case, as and when SOFR for such SOFR Rate Day is published by the SOFR Administrator on the SOFR Administrator’s Website. If by 5:00 pm (New York City time) on the second (2nd) SOFR Business Day immediately following any SOFR Determination
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Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding SOFR Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided, that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. If Daily Simple SOFR as determined above shall ever be less than the Floor, then Daily Simple SOFR shall be deemed to be the Floor. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.
“Daily Simple SOFR Loan” means each Loan bearing interest at a rate based upon Daily Simple SOFR.
“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
“Default” means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default.
“Defaulted Loan” is defined in the definition of “Defaulting Lender” in this Section 5.1.
“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans or Reimbursement Obligations required to be funded by it hereunder (herein, a “Defaulted Loan”) within two (2) Business Days of the date required to be funded by it hereunder (including with respect to a Revolving Lender, in respect of its participation in Letters of Credit) unless such failure has been cured, (b) has otherwise failed to pay over to the Administrative Agent, L/C Issuer, or any other Lender any other amount required to be paid by it hereunder (except for up to $25,000 in the aggregate from a Lender which is owing for less than five (5) Business Days) within two (2) Business Days of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, (c) has notified the Borrower, the Administrative Agent or L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (d) has failed, within 3 Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (e) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (f) has experienced a Bankruptcy Event, (g) a receiver or conservator has been appointed for such Lender or (h) has become the subject of a Bail-In Action.
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“Defaulting Lender Period” means, with respect to any Defaulting Lender, the period commencing on the date upon which such Lender first became a Defaulting Lender and ending on the earliest of the following dates: the date on which (a) such Defaulting Lender is no longer the subject of a Bankruptcy Event or, if applicable, under the direction of a receiver or conservator, (b) such Defaulting Lender shall have delivered to Borrower and the Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder, including with respect to its Revolving Credit Commitments, and (c) such Defaulting Lender shall have been deemed to no longer be a Defaulting Lender in accordance with Section 1.14(f) hereof.
“Dividends” means any dividend paid (or declared and then payable), as the case may be, in cash on any equity security issued by the Borrower.
“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons, whether pursuant to a “plan of division” or similar arrangement pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar provision under the laws of any other applicable jurisdiction and pursuant to which the Dividing Person may or may not survive.
“EBITDA” means, for any period, determined on a consolidated basis of the Borrower and its Subsidiaries, in accordance with GAAP, the sum of net income (or loss) plus: (i) depreciation and amortization expense, to the extent included as an expense in the calculation of net income (or loss); (ii) Interest Expense; (iii) income tax expense, to the extent included as an expense in the calculation of net income (or loss); (iv) extraordinary, unrealized or non-recurring losses, including (A) impairment charges and (B) realized losses from the sale of real property and Public Investments, and (v) non-cash compensation paid to employees or directors of the Borrower in the form of the Borrower’s equity securities, minus: (a) extraordinary, unrealized or non-recurring gains, including (x) the write-up of assets and (y) realized gains from the sale of real property and Public Investments; (b) income tax benefits; and (c) other non-cash items as reasonably determined by the Borrower and approved by the Administrative Agent. The Borrower’s Ownership Share of the EBITDA of its Unconsolidated Affiliates will be included when determining EBITDA of the Borrower and its Subsidiaries.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an applicable Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) have responsibility for the resolution of any EEA Financial Institution.
“Electronic Copy” has the meaning specified in Section 8.22.
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“Electronic Record” has the meaning specified in Section 8.22
“Electronic Signature” has the meaning specified in Section 8.22.
“Eligible Asset” means, as of any Unencumbered Pool Determination Date, any Eligible Property, Eligible Mortgage Receivable or Eligible PINE Common Equity.
“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) the L/C Issuer, and (iii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any Guarantor or any of the Borrower’s or such Guarantor’s Affiliates or Subsidiaries.
“Eligible Mortgage Receivable” means, as of any Unencumbered Pool Determination Date, any Mortgage Receivable that satisfies the following conditions (a) such Mortgage Receivable is owed solely to the Borrower or a Material Subsidiary, and in the case of a Material Subsidiary at all times prior to the Investment Grade Release, such Material Subsidiary has provided an Additional Guarantor Supplement or other Guaranty to the Administrative Agent pursuant to Section 4.2 hereof, (b) neither such Mortgage Receivable nor, if such Mortgage Receivable is owned by a Material Subsidiary, the Borrower’s beneficial ownership interest in such Material Subsidiary, is subject to (i) a Lien other than Permitted Liens or (ii) any negative pledge (other than a negative pledge under the terms of the documentation evidencing Other Unsecured Indebtedness), (c) such Mortgage Receivable is not more than 60 days past due or otherwise in default, (d) the Borrower, or if such Mortgage Receivable is owned by a Material Subsidiary, such Material Subsidiary, has the unilateral right to sell, transfer or otherwise dispose of such Mortgage Receivable and to create a Lien on such Mortgage Receivable as security for Indebtedness for Borrowed Money, (e) such Mortgage Receivable is a First Mortgage Loan secured by Property that (x) is (i) a retail property, (ii) a Retail Mixed-Use Property, or (iii) a Property of an Other Approved Type; (y) meets the criteria for Eligible Property (excluding clauses (a)(i), (c), (d), (g) and (h) of the definition thereof and except that with respect to the conditions set forth in clause (a) of the definition thereof, the references to any Borrower, Guarantor, or any 1031 Property Holder shall be deemed to refer to the borrower under such Mortgage Receivable); and (z) is not a Land Asset (it being understood that the Property securing such Mortgage Receivable may be an Asset Under Development); and (f) if such Mortgage Receivable is subject to a participation, Borrower maintains ownership of more than fifty percent (50%) of such Mortgage Receivable.
“Eligible PINE Common Equity” means, as of any Unencumbered Pool Determination Date, any PINE Common Equity that satisfies the following conditions (a) such PINE Common Equity is owned by a Borrower or a Material Subsidiary, and in the case of a Material Subsidiary at all times prior to the Investment Grade Release, such Material Subsidiary has provided an Additional Guarantor Supplement or other Guaranty to the Administrative Agent pursuant to Section 4.2 hereof; (b) neither such PINE Common Equity nor, if such PINE Common Equity is owned by a Material Subsidiary, the Borrower’s beneficial ownership interest in such Material Subsidiary, is subject to (i) a Lien other than Permitted Liens or (ii) any negative pledge (other than a negative pledge under the terms of the documentation evidencing Other Unsecured
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Indebtedness); and (c) the Borrower, or if such PINE Common Equity is owned by a Material Subsidiary, such Material Subsidiary, has the unilateral right to sell, transfer or otherwise dispose of such PINE Common Equity and to create a Lien on such PINE Common Equity as security for Indebtedness for Borrowed Money.
“Eligible Property” means, as of any Unencumbered Pool Determination Date, any Property owned by the Borrower, a Guarantor or a 1031 Property Holder which satisfies the following conditions:
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“Environmental Claim” means any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental Law or order of a governmental authority or (d) from any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.
“Environmental Law” means any current or future Legal Requirement pertaining to (a) the protection of health, safety and the indoor or outdoor environment, (b) the conservation, management or use of natural resources and wildlife, (c) the protection or use of surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order or directive issued thereunder.
“Equity Interests” means with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person whether or not certificated, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.
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“Erroneous Payment” has the meaning assigned to such term in Section 12.31.
“Erroneous Payment Deficiency Assignment” has the meaning assigned to such term in Section 12.31.
“Erroneous Payment Impacted Class” has the meaning assigned to such term in Section 12.31(d).
“Erroneous Payment Return Deficiency” has the meaning assigned to such term in Section 12.31(d).
“Erroneous Payment Subrogation Rights” has the meaning assigned to such term in Section 12.31(d).
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
“Event of Default” means any event or condition identified as such in Section 9.1 hereof.
“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 1.13 hereof) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 12.1 amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 12.1(b) or Section 12.1(d), and (d) any U.S. federal withholding Taxes imposed under FATCA.
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“Existing BMO Agreement” means that certain Second Amended and Restated Credit Agreement dated as of September 7, 2017, among Borrower, Bank of Montreal, a syndicate of lenders and the other parties party thereto, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated May 14, 2018, as amended by that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of May 24, 2019, as amended by that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of November 26, 2019, as amended by that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of July 1, 2020, as amended by that certain Fifth Amendment to Second Amended and Restated Credit Agreement and Consent dated as of November 12, 2020, as amended by that certain Sixth Amendment to Second Amended and Restated Credit Agreement and Joinder dated as of March 10, 2021, as amended by that certain Seventh Amendment to Second Amended and Restated Credit Agreement and Joinder dated as of November 5, 2021, as amended by that certain Eighth Amendment to Second Amended and Restated Credit Agreement and Joinder dated as of September 20, 2022, as amended by that certain Ninth Amendment to Second Amended and Restated Credit Agreement, Release and Joinder dated as of December 20, 2023, as amended by that certain Tenth Amendment to Second Amended and Restated Credit Agreement, Release and Joinder dated as of December 20, 2024, and as may be further amended, restated, supplemented or otherwise modified.
“Extension Fee” means an extension fee payable by the Borrower for each six-month extension pursuant to Section 1.16 hereto in an amount equal to 0.0625% of the Revolving Credit Commitments then in effect.
“Facility” means the Revolving Facility and each Term Facility, as the context may require.
“Facility Fee Rate” means:
(x) prior to the Investment Grade Rating Date, from one Pricing Date to the next, the percentage set forth in the table below corresponding to the Level at which the “Applicable Margin” is determined in accordance with the definition thereof:
Level | Facility Fee Rate: |
|---|---|
I | 0.15% |
II | 0.15% |
III | 0.20% |
IV | 0.20% |
V | 0.30% |
VI | 0.30% |
VII | 0.30% |
(y) On, and at all times after, the Investment Grade Rating Date, the percentage set forth in the table below corresponding to the Rating at which the “Applicable Margin” is determined in accordance with the definition thereof:
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Rating | Facility Fee Rate: |
|---|---|
A- / A3 or higher | 0.125% |
BBB+ / Baa1 | 0.15% |
BBB / Baa2 | 0.20% |
BBB- / Baa3 | 0.25% |
Less than BBB- / Baa3 (or not rated) | 0.30% |
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code.
“Federal Funds Rate” means, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent; provided that in no event shall the Federal Funds Rate be less than 0.00%.
“Fee Letters” means (i) the letter agreement, dated September 22, 2026, among the Borrower, KBCM and KeyBank, and (ii) each other fee letter agreement entered into from time to time by and among the Borrower, the Administrative Agent and/or an Arranger with respect to the Facilities.
"First Mortgage Loan” means a Mortgage Receivable that is secured by a first priority lien on real property, subject to any participation interests granted by the Borrower or Subsidiary therein.
“Fiscal Quarter” means each of the three-month periods ending on March 31, June 30, September 30 and December 31.
“Fiscal Year” means the twelve-month period ending on December 31.
“Fitch” means Fitch Ratings, or any successor thereto.
“Fixed Charges” means, for any Rolling Period, (a) Interest Expense, plus (b) scheduled principal amortization paid on Total Indebtedness (exclusive of any balloon payments or prepayments of principal paid on such Total Indebtedness), plus (c) Dividends and required distributions on the Borrower’s preferred equity securities for such Rolling Period, plus (d) all
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income taxes (federal, state and local) paid by the Borrower in cash during such Rolling Period, plus (e) cash payments of base rent under Acceptable Leasehold Interests made or to be made during such period, unless such payments are deducted from the calculation of Property NOI and EBITDA; provided, that for purposes of calculating income taxes under clause (d) for any Rolling Period, such amount shall not include any income taxes paid from and in connection with any extraordinary gain (or loss) for such Rolling Period. The Borrower’s Ownership Share of the Fixed Charges of its Unconsolidated Affiliates will be included when determining Fixed Charges of the Borrower and its Subsidiaries.
“Floor” means a rate of interest equal to 0.00% per annum.
“Forward Equity Contract” means a forward equity contract with respect to common Equity Interests of the Borrower, entered into by the Borrower and a Person (other than the Borrower, its Subsidiaries or their respective Affiliates).
“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding Letter of Credit Liabilities attributable to the L/C Issuer other than Letter of Credit Liabilities as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof.
“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
“Funds Transfer and Deposit Account Liability” means the liability of the Borrower, or any Subsidiary owing to any of the Lenders, or any Affiliates of such Lenders, arising out of (a) the execution or processing of electronic transfers of funds by automatic clearing house transfer, wire transfer or otherwise to or from deposit accounts of the Borrower and/or any Subsidiary now or hereafter maintained with any of the Lenders or their Affiliates, (b) the acceptance for deposit or the honoring for payment of any check, draft or other item with respect to any such deposit accounts, and (c) any other deposit, disbursement, and cash management services afforded to the Borrower or any Subsidiary by any of such Lenders or their Affiliates.
“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.
“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
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government (including any supra-national bodies such as the European Union or the European Central Bank).
“Gross Availability” means, at any date of its determination, an amount equal to the maximum amount of Unsecured Indebtedness that would result in compliance with the covenants set forth in Sections 8.20(e) and (f) on a pro forma basis, with the Unsecured Interest Expense being calculated for such purposes based on (i) the weighted-average all-in interest rate (including index and margin) applicable to all Unsecured Indebtedness as of the last day of the most recently ended Fiscal Quarter (after giving effect to any Hedging Agreements applicable thereto) multiplied by the outstanding principal amount of all such Unsecured Indebtedness as of such date of determination.
“Ground Lease” means a long term lease of a Property granted by the fee owner of such Property.
“Guarantor” and “Guarantors” are defined in Section 4.1 hereof.
“Guaranty” and “Guaranties” are defined in Section 4.1 hereof.
“Hazardous Material” means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which is hazardous or toxic, and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law.
“Hazardous Material Activity” means any activity, event or occurrence involving a Hazardous Material, including, without limitation, the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material other than any activity, event or occurrence performed in compliance with or allowed under applicable law.
“Hedging Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Borrower or any Subsidiary shall be a Hedging Agreement.
“Hedging Liability” means the liability of the Borrower or any Subsidiary to any Qualifying Counterparty, in respect of any Hedging Agreement as the Borrower or such Subsidiary, as the case may be, may from time to time enter into with any one or more Qualifying Counterparties.
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“Incremental Term Lender” means, at any time, any Lender that has an Incremental Term Loan Commitment or holds Incremental Term Loans at such time, including any assignee Lender pursuant to Section 12.12 hereof.
“Incremental Term Loan” has the meaning assigned to such term in Section 1.15.
“Incremental Term Loan Amendment” has the meaning assigned to such term in Section 1.15.
“Incremental Term Loan Commitment” has the meaning assigned to such term in Section 1.15.
“Incremental Term Loan Facility” has the meaning assigned to such term in Section 1.15. Unless otherwise specified herein, each tranche of Incremental Term Loan Commitments or Incremental Term Loans shall constitute a separate Incremental Term Loan Facility.
“Indebtedness for Borrowed Money” means for any Person (without duplication) (a) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities), (b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business), (c) all indebtedness secured by any Lien upon Property or other assets of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, (d) all Capitalized Lease Obligations of such Person, (e) all obligations of such Person on or with respect to letters of credit, bankers’ acceptances and other extensions of credit whether or not representing obligations for borrowed money and (f) all net obligations of such Person under any interest rate, foreign currency, and/or commodity swap, exchange, cap, collar, floor, forward, future or option agreement, or any similar interest rate, currency or commodity hedging arrangement.
“Indemnified Taxes” means (a) all Taxes other than Excluded Taxes and (b) to the extent not otherwise described in (a), Other Taxes.
“Initial Unencumbered Assets” means collectively the Unencumbered Assets listed on Schedule 1.1 as of the Restatement Date and “Initial Unencumbered Asset” means any of such Unencumbered Assets.
“Interest Expense” means, with respect to a Person for any period of time, the interest expense whether paid, accrued or capitalized (without deduction of consolidated interest income) of such Person for such period. Interest Expense shall exclude any amortization of (i) deferred financing fees, including the write-off such fees relating to the early retirement of such related Indebtedness for Borrowed Money, and (ii) debt discounts (but only to the extent such discounts do not exceed 3.0% of the initial face principal amount of such debt). The Borrower’s Ownership Share of the Interest Expense of its Unconsolidated Affiliates will be included when determining Interest Expense of the Borrower and its Subsidiaries.
“Interest Payment Date” means (a) with respect to any Term SOFR Loan, the last day of each Interest Period with respect to such Term SOFR Loan and on the maturity date and, if the applicable Interest Period is longer than (1) one month, on each day occurring every one (1) month
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after the commencement of such Interest Period, (b) with respect to any Revolving Loan, 2029 Term Loan or 2030 Term Loan that is a Daily Simple SOFR Loan, the last day of each calendar month, (c) with respect to any 2031 Term Loan or 2032 Term Loan that is a Daily Simple SOFR Loan, the last day of each calendar quarter, (d) with respect to any Base Rate Loan, the last day of each calendar month, and (e) with respect to any Term SOFR Loan, Daily Simple SOFR Loan, or Base Rate Loan, the Revolving Credit Termination Date or Term Loan Maturity Date thereof, as applicable.
“Interest Period” means the period commencing on the date a Borrowing of Term SOFR Loans is advanced, continued, or created by conversion and ending one (1), three (3), or six (6) months thereafter, provided, however, that:
“Investment Grade Rating” means a Rating of BBB-/Baa3 or better from S&P, Moody’s, or Fitch.
“Investment Grade Rating Date” means, at any time after Borrower has received an Investment Grade Rating from S&P and/or Moody’s, the date specified by the Borrower in a written notice (which notice shall also set forth the Rating(s) as in effect, if any, from S&P and/or Moody’s, as applicable, as of such date) to the Administrative Agent (and the Administrative Agent will promptly provide a copy of such notice to the Lenders) as the date on which it irrevocably elects to have the Applicable Margin based on the Borrower’s Investment Grade Rating.
“Investment Grade Release” shall have the meaning set forth in Section 4.3.
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“KBCM” means, KeyBanc Capital Markets Inc. and its successors.
“KeyBank” means, KeyBank National Association and its successors.
“Land Assets” means any Property which is not an Asset Under Development and on which no significant improvements have been constructed; provided, that Property that is owned in fee by the Borrower or a Subsidiary thereof and is subject to a Ground Lease with Borrower or such Subsidiary as lessor, or that is adjacent to an Eligible Property but is undeveloped, shall not constitute “Land Assets”.
“L/C Issuer” means KeyBank, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 1.3(h) hereof.
“L/C Obligations” means the aggregate undrawn face amounts of all outstanding Letters of Credit and all unpaid Reimbursement Obligations.
“L/C Sublimit” means $40,000,000, as such amount may be reduced pursuant to the terms hereof.
“Lease” means each existing or future lease, sublease, license, or other agreement under the terms of which any Person has or acquires any right to occupy or use any Property of the Borrower or any Subsidiary, or any part thereof, or interest therein, as the same may be amended, supplemented or modified.
“Legal Requirement” means any treaty, convention, statute, law, regulation, ordinance, license, permit, governmental approval, injunction, judgment, order, consent decree or other requirement of any governmental authority, whether federal, state, or local.
“Lenders” means and includes KeyBank and the other financial institutions from time to time party to this Agreement, including each assignee Lender pursuant to Section 12.12 hereof and each Incremental Term Lender.
“Lending Office” is defined in Section 10.4 hereof.
“Letter of Credit” is defined in Section 1.3(a) hereof.
“Lien” means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property or other assets, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.
“Loan” means any Revolving Loan, Term Loan or Incremental Term Loan whether outstanding as a Base Rate Loan, Daily Simple SOFR Loan, or Term SOFR Loan, each of which is a “type” of Loan hereunder.
“Loan Documents” means this Agreement, the Notes (if any), the Applications, the Guaranties, each Incremental Term Loan Amendment, and each other instrument or document to be delivered hereunder or thereunder or otherwise in connection therewith. Deposit account agreements, cash management agreements and other documents executed in connection with
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Funds Transfer and Deposit Account Liability (other than deposit account control agreements, if any) are not Loan Documents hereunder.
“Loan Party” means the Borrower and each Guarantor.
“Material Acquisition” means any single transaction or series of related transactions for the purpose of, or resulting, directly or indirectly, in, the acquisition (including, without limitation, a merger or consolidation or any other combination with another Person) of a Person or assets by the Borrower (directly or indirectly) that has a gross purchase price equal to or greater than ten percent (10.0%) of the then current Total Asset Value (without giving effect to such transactions).
“Material Adverse Effect” means (a) a material adverse change in, or material adverse effect upon, the operations, business, Property, assets, or financial condition of the Borrower or of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of the Borrower or any Guarantor to perform its obligations under any Loan Document or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower or any Guarantor of any Loan Document or the rights and remedies of the Administrative Agent and the Lenders thereunder.
“Material Subsidiary” means, each Subsidiary that owns an Eligible Asset included in the Unencumbered Asset Value.
“Maturity Date’ means, (i) with respect to the Revolving Facility, the Revolving Credit Termination Date and (ii) with respect to any Term Facility, the Term Loan Maturity Date applicable to such Term Facility.
“Moody’s” means Moody’s Investors Service, Inc., or any successor thereof.
“Mortgage Receivable” means a note receivable representing indebtedness owed to the Borrower or one of the Borrower’s Subsidiaries which is secured by a mortgage, deed of trust, deed to secure debt or other similar instrument granting a Lien (subject only to Permitted Liens) as security for the payment of such indebtedness on one or more Properties having a value in excess of the amount of all indebtedness secured by such instrument, provided, for the avoidance of doubt, calculations hereunder with respect to Mortgage Receivables shall refer to the amount of such indebtedness net of any obligations under any participation agreements related thereto.
“MSA” means any major metropolitan area of the United States of America that has a population size that is in the fifty (50) largest metropolitan areas of the United States of America.
“New Mexico Office Property” means that certain office property located in Albuquerque, New Mexico, comprising approximately 212,409 square feet leased as of the Restatement Date to Fidelity and the State of New Mexico.
“Non-Defaulting Lender” means a Lender that is not a Defaulting Lender.
“Note” and “Notes” are defined in Section 1.10(d) hereof.
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“Obligations” means all obligations of the Borrower to pay principal and interest on the Loans, all Reimbursement Obligations owing under the Applications, all fees and charges payable hereunder, all other payment obligations of the Borrower or any of its Subsidiaries arising under or in relation to any Loan Document and all Hedging Liability, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired. For the avoidance of doubt, Obligations shall not include any Funds Transfer and Deposit Account Liability.
“OFAC” means the United States Department of Treasury Office of Foreign Assets Control.
“OP Units” means limited partnership units of Alpine Income Property OP, LP, a Delaware limited partnership, which units are convertible into shares of Alpine’s common stock.
“Original Credit Agreement” is defined in the Recitals to this Agreement.
"Other Approved Type” means a property type other than a retail asset or a Retail Mixed-Use Property that is approved by Administrative Agent with respect to Eligible Mortgage Receivables.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Structured Investments” means investments in commercial real estate consisting of structured debt products, preferred equity, mortgage loans (other than leases structured as mortgages due to reimbursement requirements and excluding First Mortgage Loans), mezzanine loans and notes receivable.
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 1.13 hereof).
“Other Unsecured Indebtedness” means any Unsecured Indebtedness (not including the Obligations) that is pari passu with or structurally senior to the Obligations and is recourse to the Borrower.
“Outbound Investment Rules” means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the date of this Agreement, and as codified at 31 C.F.R. § 850.101 et seq.
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“Ownership Share” means with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated Affiliate of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate.
“Participating Interest” is defined in Section 1.3(e) hereof.
“Participating Lender” is defined in Section 1.3(e) hereof.
“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56.
“Payment Recipient” has the meaning assigned to such term in Section 12.30(a).
“PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.
“Permitted Liens” means each of the following: (a) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 8.3; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue or that are being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained; (c) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (d) easements, zoning restrictions, rights of way and other encumbrances on title to real property that, in the aggregate, do not materially and adversely affect the value of such property or the use of such property for its present purposes; (e) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature incurred in the ordinary course of business; (f) Liens in favor of the United States of America for amounts paid to the Borrower or any Subsidiary as progress payments under government contracts entered into by it; (g) attachment, judgment and other similar Liens arising in connection with court, reference or arbitration proceedings, provided that the same have been in existence less than twenty (20) days, that the same have been discharged or that execution or enforcement thereof has been stayed pending appeal; (h) the rights of tenants or lessees under leases or subleases not interfering with the ordinary conduct of business of such Person; (i) Liens in favor of the Administrative Agent for its benefit and the benefit of the Lenders and the L/C Issuer; (j) Liens in favor of the Borrower or a Guarantor securing obligations owing by a Subsidiary to the Borrower or a Guarantor, which obligations have been subordinated to the obligations owing by the Borrower and the Guarantors under the Loan Documents on terms satisfactory to the Administrative Agent; (k) Liens in existence as of the Restatement Date and set forth in Schedule 8.7; and (l) Liens on Properties and other assets that are not Unencumbered Assets. For the avoidance of doubt, no Ground Lease with the
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Borrower or a Subsidiary thereof as lessor may be made subordinate to any Liens or Indebtedness of any Person without the prior written consent of the Administrative Agent.
“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof.
“PINE Common Equity” means common stock of Alpine, publicly traded on the New York Stock Exchange under the trading symbol “PINE” owned by Borrower or a Material Subsidiary.
“Plan” means any employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that either (a) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group or (b) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.
“Property” or “Properties” means, as to any Person, all of its real property, land, improvements and fixtures, including property encumbered by Acceptable Leasehold Interests or Ground Leases, owned by such Person whether or not included in the most recent balance sheet of such Person and its subsidiaries under GAAP, including any Eligible Property owned by the Borrower or any of its Subsidiaries.
“Property Expenses” means the costs (including, but not limited to, payroll, taxes, assessments, insurance, utilities, landscaping and other similar charges) of operating and maintaining any Property, which are the responsibility of the Borrower and its Subsidiaries that are not paid directly by the tenant, including without limitation, (1) the Annual Capital Expenditure Reserve, and (2) the greater of (a) 3% of rents and (b) actual management fees paid in cash, but excluding depreciation, amortization and interest costs. The Borrower’s Ownership Share of assets held by Unconsolidated Affiliates shall be included when determining Property Expenses of the Borrower and its Subsidiaries, subject to the adjustments set forth in this definition.
“Property Income” means cash rents (excluding non-cash straight-line rent) and other cash revenues received by the Borrower and its Subsidiaries in the ordinary course for any Property, but excluding security deposits and prepaid rent except to the extent applied in satisfaction of tenants’ obligations for rent. The Borrower’s Ownership Share of assets held by Unconsolidated Affiliates shall be included when determining Property Income of the Borrower and its Subsidiaries, subject to the adjustments set forth in this definition.
“Property Net Operating Income” or “Property NOI” means, with respect to any Property for any Rolling Period (without duplication), the aggregate amount of (i) Property Income for such period minus (ii) Property Expenses for such period. The Borrower’s Ownership Share of assets held by Unconsolidated Affiliates shall be included when determining Property Net Operating Income of the Borrower and its Subsidiaries, subject to the adjustments set forth in this definition. Pro forma adjustments shall be made for any Property acquired or sold during any period as if the acquisition or disposition occurred on the first day of the applicable period.
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“Property Owner” means the Person who owns fee title interest or leasehold interest pursuant to a Ground Lease in and to a Property.
“Public Investments” means investments in (x) corporate debt issued by any real estate company or real estate investment trust and (y) Stock or Stock Equivalents issued by any real estate company or real estate investment trust, so long as in each case, the real estate company or real estate investment trust is listed on the New York Stock Exchange, the NYSE American or The NASDAQ Stock Market. Public Investments shall include the Borrower’s common shares of Alpine and OP Units.
“Qualifying Counterparty” means, with respect to any Hedging Liability, (a) any Person that was a Lender or an Affiliate of a Lender under this Agreement at the time the Hedging Agreement giving rise to such Hedging Liability was entered into, or (b) any Person that, at the time it (or its Affiliate) becomes a Lender under this Agreement (including on the Restatement Date or any amendment date), is party to a Hedging Agreement with the Borrower or any Subsidiary, in each case whether such Person remains a Lender or an Affiliate of a Lender.
“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Rating” means the debt rating provided by S&P, Moody’s or Fitch with respect to the unsecured senior long-term non-credit enhanced debt of a Person.
“RCRA” means the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§6901 et seq., and any future amendments.
“Recipient” means (a) the Administrative Agent, (b) the L/C Issuer, and (c) any Lender, as applicable.
“Reimbursement Obligation” is defined in Section 1.3(c) hereof.
“REIT” means a “real estate investment trust” in accordance with Section 856 et. seq. of the Code.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping, or disposing into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels,
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drums, containers, tanks or other receptacles containing or previously containing any Hazardous Material.
“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.
“Required Class Lenders” means, with respect to any Class of Lenders as of the date of determination thereof, (a) with respect to the Revolving Lenders, (i) Lenders of such Class having more than 50% of the aggregate amount of the Revolving Credit Commitments of such Class or (ii) if the Revolving Credit Commitments of such Class have been terminated or reduced to zero, Lenders of such Class holding more than 50% of the principal amount of the aggregate Revolving Loans and L/C Obligations, or (b) with respect to any Class of Term Loans, Lenders of such Class holding more than 50% of the principal amount of the aggregate outstanding Loans of such Class; provided that, at any time in which there are only two Non-Defaulting Lenders of such Class, Required Class Lenders means both of such Lenders. The outstanding Loans and interests in Letters of Credit of any Defaulting Lender of the applicable Class shall be disregarded in determining Required Class Lenders at any time.
“Required Lenders” means, as of the date of determination thereof, (i) at any time in which there are only two Non-Defaulting Lenders, both Lenders and (ii) at any other time Lenders whose outstanding Loans constitute more than 50% of the sum of the Total Outstandings and Unused Revolving Credit Commitments of all Lenders. The outstanding Loans and interests in Letters of Credit of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.
“Required Revolving Lenders” means, as of the date of determination thereof, Required Class Lenders with respect to the Revolving Facility.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer” means, with respect to the Borrower or any of its Subsidiaries, the chief executive officer, the chief financial officer, chief accounting officer, chief legal officer or the chief operating officer of the Borrower or such Subsidiary.
“Restatement Date” means the date of this Agreement or such later Business Day upon which each condition described in Section 7.2 shall be satisfied in a manner acceptable to the Administrative Agent in its discretion (or waived with the written consent of each Lender).
“Restricted Payments” means dividends on or other distributions in respect of any class or series of Stock, Stock Equivalents or other Equity Interests of the Borrower or its Subsidiaries or the direct or indirect purchase, redemption, acquisition, or retirement of any of the Borrower’s or a Subsidiaries’ Stock, Stock Equivalents or other Equity Interest.
“Retail Mixed-Use Properties” means a Property with not less than twenty percent (20%) of gross leasable area occupied by Tenants utilizing such property for retail space.
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“Revolving Credit Commitment” means, as to any Revolving Lender, the obligation of such Revolving Lender to make Revolving Loans and to participate in Letters of Credit issued for the account of the Borrower hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Revolving Lender’s name on Schedule 1 attached hereto and made a part hereof, as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof. The Borrower and the Revolving Lenders acknowledge and agree that the Revolving Credit Commitments of the Revolving Lenders, in the aggregate, is equal to $400,000,000 on the Restatement Date.
“Revolving Credit Termination Date” means the earliest of (i) September 29, 2030, as such date may be extended pursuant to Section 1.16 and (ii) the date on which the Revolving Credit Commitments are terminated in whole pursuant to Section 1.12, 9.2 or 9.3 hereof.
“Revolving Facility” means the credit facility for making Revolving Loans and issuing Letters of Credit described in Sections 1.1 and 1.3 hereof.
“Revolving Lender” means a lender hereunder with a Revolving Credit Commitment including each assignee Lender pursuant to Section 12.12 hereof.
“Revolving Loan” and “Revolving Loans” are defined in Section 1.1 hereof and, as so defined, includes a Base Rate Loan, Daily Simple SOFR Loan or Term SOFR Loan, each of which is a “type” of Revolving Loan hereunder.
“Revolving Note” and “Revolving Notes” are defined in Section 1.10(d) hereof.
“Rolling Period” means, as of any date, the four Fiscal Quarters ending on or immediately preceding such date.
“S&P” means S&P Global, Inc. or any successor thereof.
“Sanctioned Country” shall mean, at any time, a country or territory that is, or whose government is, the subject or target of any Sanctions.
“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).
“Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority with jurisdiction over the parties to this Agreement.
“Secured Indebtedness” means all Indebtedness for Borrowed Money of the Borrower and its Subsidiaries, that is secured by a Lien. The Borrower’s Ownership Share of Secured Indebtedness held by Unconsolidated Affiliates shall be included when determining Secured Indebtedness of the Borrower and its Subsidiaries.
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“Secured Recourse Indebtedness” means Secured Indebtedness for which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities and other similar exceptions to recourse liability) is to the Borrower or any Guarantor, other than the Obligations.
“Significant Lease” means, as to any particular Property, each Lease which constitutes twenty percent (20%) or more of all base rent revenue of such Property.
“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
“SOFR Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“SOFR Determination Day” has the meaning specified in the definition of “Daily Simple SOFR”.
“SOFR Loan” means each Daily Simple SOFR Loan and each Term SOFR Loan.
“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.
“Stock” means shares of capital stock, beneficial or partnership interests, participations or other equivalents (regardless of how designated) of or in a corporation or equivalent entity, whether voting or non-voting, and includes, without limitation, common stock.
“Stock Equivalents” means all securities (other than Stock) convertible into or exchangeable for Stock at the option of the holder, and all warrants, options or other rights to purchase or subscribe for any stock, whether or not presently convertible, exchangeable or exercisable.
“Subsidiary” means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more other entities which are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein, the term “Subsidiary” means a Subsidiary of the Borrower or of any of its direct or indirect Subsidiaries.
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“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
“Tangible Net Worth” means for each applicable period, total shareholder’s equity on the Borrower’s consolidated balance sheet as reported in its Form 10-K or 10-Q for such period, plus (i) accumulated depreciation and amortization and (ii) unrealized losses related to marketable securities, minus, to the extent included when determining stockholders’ equity, (x) all unrealized gains related to marketable securities and (y) all amounts appearing on the assets side of the Borrower’s consolidated balance sheet representing an intangible asset under GAAP (other than lease intangibles, net of lease liabilities) net of all amounts appearing on the liabilities side of its consolidated balance sheet representing an intangible liability under GAAP, in each case as determined on a consolidated basis in accordance with GAAP.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including back up withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Tenant” means any Person leasing, subleasing or otherwise occupying any portion of a Property under a Lease or other occupancy agreement with the Borrower or a Subsidiary that is the direct owner of such Property.
“Term Facility” means the 2029 Term Facility, 2030 Term Facility, 2031 Term Facility, 2032 Term Facility and any Incremental Term Loan Facility.
“Term Lender” means, any Lender that has a Term Loan Commitment or holds Term Loans at such time.
“Term Loan” means the 2029 Term Loans, 2030 Term Loans, 2031 Term Loans, 2032 Term Loans and any other Incremental Term Loans made pursuant to Section 1.15 hereof and each includes a Base Rate Loan or a SOFR Loan, each of which is a “type” of Term Loan hereunder.
“Term Loan Commitment” means, as to any Term Lender, its 2029 Term Loan Commitment, 2030 Term Loan Commitment, 2031 Term Loan Commitment, 2032 Term Loan Commitment and Incremental Term Loan Commitment, as applicable.
“Term Loan Maturity Date” means (a) with respect to the 2029 Term Facility, September 30, 2029, (b) with respect to the 2030 Term Facility, September 25, 2030, (c) with respect to the 2031 Term Facility, September 29, 2031, (d) with respect to the 2032 Term Facility, March 29, 2032, and (e) with respect to any Incremental Term Loan Facility, the maturity date for such Incremental Term Loan Facility as set forth in the applicable Incremental Term Loan Amendment; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
“Term SOFR” means,
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(a) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Term SOFR Lookback Day”) that is two SOFR Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Lookback Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding SOFR Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding SOFR Business Day is not more than three SOFR Business Days prior to such Term SOFR Lookback Day, and
(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Lookback Day”) that is two SOFR Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Lookback Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding SOFR Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding SOFR Business Day is not more than three SOFR Business Days prior to such Base Rate Term SOFR Lookback Day;
provided that, if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.
“Term SOFR Administrator” means CBA (or a successor administrator of the Term SOFR Reference Rate, as selected by the Administrative Agent in its reasonable discretion).
“Term SOFR Loan” means each Loan bearing interest at a rate based upon Term SOFR (other than pursuant to clause (iii) of the definition of Base Rate).
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“Total Asset Value” means, as of the end of any Rolling Period, an amount equal to the sum of (a) for all Properties owned by the Borrower and its Subsidiaries for more than twelve (12) months, the quotient of (i) the Property NOI from such Properties divided by (ii) the Capitalization Rate plus (b) for all Properties owned by the Borrower and its Subsidiaries for twelve (12) months or less, the lesser of (i) the book value (as defined in GAAP) of any such property or (ii), the value of any such Property as determined by the calculation in clause (a) above measured on an annualized basis rather than for the most recently ended period of four quarters plus (c) the aggregate book value of all unimproved land holdings and/or construction in progress owned by the Borrower and its Subsidiaries plus (d) cash, 1031 Cash Proceeds, cash equivalents and marketable securities (including Public Investments) owned by the Borrower and its Subsidiaries
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that are not (other than 1031 Cash Proceeds) then being held in or subject to escrow in connection with funding commitments of the Borrower or such Subsidiary plus (e) the aggregate positive amount of net cash proceeds that would be due to the Borrower from all Forward Equity Contracts that have not yet settled as of such date, calculated as if such Forward Equity Contracts were settled by the Borrower’s delivery of its common shares as of, and such net cash proceeds were actually received on, the last day of the then most recent ended fiscal quarter; provided that, such calculation shall exclude each Forward Equity Contract, if any, with respect to which any of the following apply (x) the Borrower or the counterparty would not reasonably be expected (as determined in good faith by the Borrower), for any reason, to be able to fulfill its obligations thereunder prior to the earliest Maturity Date, and (y) the Borrower no longer intends to issue shares sufficient to realize such proceeds, plus (f) to the extent not already included in clauses (a) through (d), investments consisting of structured debt products, preferred equity, mortgage loans (other than leases structured as mortgages due to reimbursement requirements), mezzanine loans and notes receivable, including without limitation, Mortgage Receivables, owned by the Borrower and its Subsidiaries, plus (g) without duplication, the Borrower’s or Subsidiaries’ Ownership Share of any assets of the type described in the immediately preceding clauses (a) through (c) held by Unconsolidated Affiliates; provided that, for purposes of calculating the Total Asset Value (A) cash investments in assets held by joint ventures shall not exceed in the aggregate at any one time outstanding an amount equal to 15% of the Total Asset Value of Borrower and its Subsidiaries at such time, with any amounts in excess of 15% of the Total Asset Value being excluded from the calculation of Total Asset Value; (B) investments in Assets Under Development shall not exceed in the aggregate at any one time outstanding an amount equal to 15% of the Total Asset Value of Borrower and its Subsidiaries at such time, with any amounts in excess of 15% of the Total Asset Value being excluded from the calculation of Total Asset Value; (C) investments in Land Assets shall not exceed in the aggregate at any one time outstanding an amount equal to 5% of the Total Asset Value of Borrower and its Subsidiaries at such time, with any amounts in excess of 5% of the Total Asset Value being excluded from the calculation of Total Asset Value; (D) investments consisting of First Mortgage Loans and Other Structured Investments shall not exceed in the aggregate at any one time outstanding an amount equal to 20% of the Total Asset Value of Borrower and its Subsidiaries at such time, with any amounts in excess of 20% of the Total Asset Value being excluded from the calculation of Total Asset Value; (E) investments consisting of Other Structured Investments shall not exceed in the aggregate at any one time outstanding an amount equal to 5% of the Total Asset Value of Borrower and its Subsidiaries at such time, with any amounts in excess of 5% of the Total Asset Value being excluded from the calculation of Total Asset Value; (F) investments in Public Investments shall not exceed in the aggregate at any one time outstanding an amount equal to 15% of the Total Asset Value of Borrower and its Subsidiaries at such time, with any amounts in excess of 15% of the Total Asset Value being excluded from the calculation of Total Asset Value; and (G) the aggregate amount of investments described in clauses (A) through (F) above (without duplication) shall not exceed in the aggregate at any one time outstanding an amount equal to 30% of the Total Asset Value of Borrower and its Subsidiaries at such time, with any amounts in excess of 30% of the Total Asset Value being excluded from the calculation of Total Asset Value.
“Total Indebtedness” means, as of a given date, all liabilities of Borrower and its Subsidiaries which would, in conformity with GAAP, be properly classified as a liability on a consolidated balance sheet of Borrower and its Subsidiaries as of such date, excluding any amounts categorized as accrued expenses, accrued dividends, deposits held, deferred revenues, minority
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interests and other liabilities not directly associated with the borrowing of money. The Borrower’s Ownership Share of Total Indebtedness held by Unconsolidated Affiliates shall be included when determining Total Indebtedness of the Borrower and its Subsidiaries.
“Total Outstandings” means the aggregate outstanding amount of all Loans for all Facilities and all L/C Obligations.
“UCC” means the Uniform Commercial Code as in effect in the State of New York.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“Unconsolidated Affiliate” means with respect to any Person, any other Person in whom such Person holds an investment, which investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person. For the avoidance of doubt, Alpine shall not be deemed to constitute an Unconsolidated Affiliate of the Borrower for purposes of calculating the financial covenants set forth in this Agreement.
“Unencumbered Asset” means, as of any date of determination, each Unencumbered Real Property Asset, each Unencumbered Mortgage Receivable, and all Unencumbered PINE Common Equity.
“Unencumbered Asset Value” means an amount equal to the sum of (a) for all Unencumbered Real Property Assets owned for more than twelve (12) months, the quotient of (i) the Property NOI for such Unencumbered Real Property Assets divided by (ii) the Capitalization Rate plus (b) for all Unencumbered Real Property Assets owned for twelve (12) months or less, the lesser of (i) the undepreciated costs of any such Unencumbered Real Property Asset and (ii), the value of any such Unencumbered Real Property Asset as determined by the calculation in clause (a) above measured on an annualized basis rather than for the most recently ended period of four quarters, plus (c) the book value of Unencumbered Mortgage Receivables and Unencumbered PINE Common Equity as of such date in accordance with GAAP; provided that Unencumbered Asset Value shall be reduced by excluding a portion of the Property NOI, cost, or book value, as applicable, attributable to any Unencumbered Assets that exceed the concentration limits in the Unencumbered Pool Requirements.
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“Unencumbered Mortgage Receivable” means, as of any date of determination, each Eligible Mortgage Receivable that has been designated as an “Unencumbered Mortgage Receivable” in accordance with the provisions of this Agreement and has not otherwise been excluded or removed from the Unencumbered Pool.
“Unencumbered PINE Common Equity” means, as of any date of determination, each Eligible PINE Common Equity that has been designated as an “Unencumbered PINE Common Equity” in accordance with the provisions of this Agreement and has not otherwise been excluded or removed from the Unencumbered Pool.
“Unencumbered Pool” means, as of any date of determination, the collective reference to all Unencumbered Assets as of such date.
“Unencumbered Pool Determination Date” means each date on which the Unencumbered Pool is certified in writing to the Administrative Agent, as follows:
(a)Quarterly. As of the last day of each Fiscal Quarter.
(b)Property Adjustments. Following each addition or deletion of an Unencumbered Asset, the Unencumbered Asset Value shall be adjusted accordingly.
“Unencumbered Pool NOI” means for the most recent Rolling Period, the aggregate Property NOI attributable to the Unencumbered Real Property Assets.
“Unencumbered Pool Requirements” means with respect to determining compliance with the covenants set forth in Sections 8.20(e) and 8.20(f), collectively that (a) at all times the Unencumbered Pool shall have no less than fifteen (15) Unencumbered Real Property Assets; (b) the Unencumbered Asset Value shall at all times be equal to or in excess of $600,000,000; (c) no more than 20% of the Unencumbered Asset Value may be attributable to any one Unencumbered Asset (for the avoidance of doubt, an Unencumbered Asset that exceeds this sublimit may be included in the calculation of Unencumbered Asset Value; provided, that any amount over 20% of the Unencumbered Asset Value is excluded from the calculation of the Unencumbered Asset Value); (d) no more than 15% of Unencumbered Asset Value may be attributable to Unencumbered Real Property Assets constituting Acceptable Leasehold Interests (for the avoidance of doubt, an Unencumbered Real Property Asset that exceeds this sublimit may be included in the calculation of Unencumbered Asset Value; provided, that any amount over 15% of the Unencumbered Asset Value is excluded from the calculation of the Unencumbered Asset Value); (e) no more than 35% of the Unencumbered Asset Value may be attributable to Unencumbered Real Property Assets which are located in the same MSA (for the avoidance of doubt, an Unencumbered Real Property Asset that exceeds this sublimit may be included in the calculation of Unencumbered Asset Value; provided, that any amount over 35% of the Unencumbered Asset Value is excluded from the calculation of the Unencumbered Asset Value); (f) no more than 15% of the Unencumbered Asset Value may be attributable to Unencumbered Mortgage Receivables in the aggregate (including those secured by Properties of an Other Approved Type) (for the avoidance of doubt, an Unencumbered Mortgage Receivable that exceeds this sublimit may be included in the calculation of Unencumbered Asset Value; provided, that any amount over 15% of the Unencumbered Asset Value is excluded from the calculation of the
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Unencumbered Asset Value); (g) no more than 5% of the Unencumbered Asset Value may be attributable to Unencumbered Mortgage Receivables secured by Properties of an Other Approved Type (for the avoidance of doubt, an Unencumbered Mortgage Receivable that exceeds this sublimit may be included in the calculation of Unencumbered Asset Value; provided, that any amount over 5% of the Unencumbered Asset Value is excluded from the calculation of the Unencumbered Asset Value); (h) no more than 15% of the aggregate amount of the Unencumbered Pool Total Income may be attributable to cash interest (as calculated pursuant to the definition of Unencumbered Pool Total Income) from Unencumbered Mortgage Receivables (for the avoidance of doubt, an Unencumbered Mortgage Receivable that exceeds this sublimit may be included in the calculation of Unencumbered Pool Total Income; provided, that any amount over 15% of the Unencumbered Pool Total Income attributable to Unencumbered Mortgage Receivables is excluded from the calculation of the Unencumbered Pool Total Income); (i) no more than 5% of the Unencumbered Asset Value may be attributable to Unencumbered PINE Common Equity (for the avoidance of doubt, an Unencumbered PINE Common Equity that exceeds this sublimit may be included in the calculation of Unencumbered Asset Value; provided, that any amount over 5% of the Unencumbered Asset Value is excluded from the calculation of the Unencumbered Asset Value); and (j) no more than 5% of the aggregate amount of the Unencumbered Pool Total Income may be attributable to cash dividends (as calculated pursuant to the definition of Unencumbered Pool Total Income) from Unencumbered PINE Common Equity (for the avoidance of doubt, an Unencumbered PINE Common Equity that exceeds this sublimit may be included in the calculation of Unencumbered Pool Total Income; provided, that any amount over 5% of the Unencumbered Pool Total Income attributable to dividends from Unencumbered PINE Common Equity is excluded from the calculation of the Unencumbered Pool Total Income).
“Unencumbered Pool Total Income” means for the most recent Rolling Period, the sum of (i) Property NOI for such Rolling Period plus (ii) an amount equal to cash interest from Unencumbered Mortgage Receivables calculated based on the annual interest rate applicable to such Unencumbered Mortgage Receivables as of the last day of such Rolling Period multiplied by the outstanding principal amount of such Unencumbered Mortgage Receivables as of the last day of such Rolling Period plus (iii) cash dividends from Unencumbered PINE Common Equity, calculated by multiplying (x) the dividend per share of common stock for the most recently completed fiscal quarter by four by (y) the number of common shares of Alpine and OP Units owned as of the last day of such Rolling Period; provided that Unencumbered Pool Total Income shall be reduced by excluding a portion of (a) the cash interest from Unencumbered Mortgage Receivables attributable to any Unencumbered Mortgage Receivables and (b) the cash dividends from Unencumbered PINE Common Equity attributable to any Unencumbered PINE Common Equity that exceed the respective concentration limits in the Unencumbered Pool Requirements.
“Unencumbered Real Property Asset” means, as of any date of determination, each Eligible Property that has been designated as an “Unencumbered Real Property Asset” in accordance with the provisions of this Agreement and has not otherwise been excluded or removed from the Unencumbered Pool.
“Unfunded Vested Liabilities” means, for any Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most
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recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.
“Unsecured Indebtedness” means, all Indebtedness for Borrowed Money of the Borrower and its Subsidiaries that does not constitute Secured Indebtedness and, solely with respect to Section 4.3, all Indebtedness for Borrowed Money of a Guarantor that does not constitute Secured Indebtedness. The Borrower’s Ownership Share of Unsecured Indebtedness held by Unconsolidated Affiliates shall be included when determining Unsecured Indebtedness of the Borrower and its Subsidiaries.
“Unsecured Interest Expense” means, with respect to the Borrower and its Subsidiaries, for any Rolling Period (without duplication), the aggregate amount of Interest Expense attributable to Unsecured Indebtedness during such Rolling Period.
“Unused Revolving Credit Commitments” means, at any time, the difference between the Revolving Credit Commitments then in effect and the aggregate outstanding principal amount of Revolving Loans and L/C Obligations.
“U.S. Dollars” and “$” each means the lawful currency of the United States of America.
“U.S. Person” means any United States citizen, lawful permanent resident, entity organized under the laws of the United States or any jurisdiction within the United States, including any foreign branch of any such entity, or any person in the United States.
“Voting Stock” of any Person means capital stock or other equity interests of any class or classes (however designated) having ordinary power for the election of directors or other similar governing body of such Person, other than stock or other equity interests having such power only by reason of the happening of a contingency.
“Welfare Plan” means a “welfare plan” as defined in Section 3(1) of ERISA.
“Wholly-owned Subsidiary” means a Subsidiary of which all of the issued and outstanding shares of capital stock (other than directors’ qualifying shares as required by law) or other equity interests are owned by the Borrower and/or one or more Wholly-owned Subsidiaries within the meaning of this definition.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
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Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, Daily Simple SOFR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, Daily Simple SOFR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Daily Simple SOFR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. In connection with the use or administration of Daily Simple SOFR and Term SOFR, the Administrative Agent will have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Daily Simple SOFR and Term SOFR.
The Borrower represents and warrants to the Administrative Agent, and the Lenders as follows:
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is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its authorized capital stock and other equity interests and the number of shares of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 6.2 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by the Borrower or such Subsidiary free and clear of all Liens (other than Permitted Liens). There are no outstanding commitments or other obligations of any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Subsidiary.
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of the assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge or other restriction hereunder.
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Adverse Effect. Promptly after the reasonable request of the Administrative Agent, the Borrower shall deliver a current property condition report in form and substance acceptable to Administrative Agent from an independent engineering or architectural firm acceptable to Administrative Agent with respect to any (i) Eligible Property specified by Administrative Agent that has a material maintenance or structural issue that would materially affect the value or use of such Eligible Property and (ii) Property that is not an Eligible Property that has a material maintenance or structural issue associated with such Property that could reasonably be expected to have a Material Adverse Effect; provided that the Administrative Agent shall be entitled to make only one (1) such request with respect to each Property during the term of this Agreement unless an Event of Default has occurred and is continuing.
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Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event as to the facts specified in subsections (a) through (c), inclusive, of this Section 7.1; provided, however, that the Lenders may continue to make advances under the Revolving Facility, in the sole discretion of the Revolving Lenders, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.
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Upon not less than ten (10) Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that an Eligible Asset be added (subject to the other requirements for a Property, Mortgage Receivable or PINE Common Equity qualifying as an Eligible Asset) or deleted as an Unencumbered Asset. Such notice shall be accompanied by a certification that the applicable Property, Mortgage Receivable or PINE Common Equity meets the requirements of an Eligible Asset and a Compliance Certificate setting forth the calculations evidencing compliance with the covenants set forth in Section 8.20(e) and 8.21, as of the addition or deletion of the designated Property, Mortgage Receivable or PINE Common Equity as an Unencumbered Asset, and with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Unencumbered Pool to violate the Unencumbered Pool Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the covenants contained in Section 8.20 and 8.21 hereof. Each addition shall be an Eligible Asset in a minimum amount equal to $500,000 of Unencumbered Asset Value, or shall be comprised of more than one qualifying Eligible Assets that in the aggregate have a minimum amount equal to $1,000,000 of Unencumbered Asset Value. All additions of a Property, Mortgage Receivable or PINE Common Equity that does not satisfy the requirements to be an Eligible Asset shall be subject to reasonable approval by the Required Lenders.
If no Default exists at the time of any deletion of a Property, Mortgage Receivable or PINE Common Equity from qualifying as an Eligible Asset included in calculating the covenants set forth in Section 8.20 and 8.21, any Material Subsidiary which owned such Property, Mortgage Receivable or PINE Common Equity, but that does not otherwise own any other Eligible Asset, shall be released from its obligations under its Guaranty.
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The Borrower agrees that, so long as any Loan is outstanding to, or credit is available to or in use by, the Borrower hereunder, except to the extent compliance in any case or cases is cured or waived in writing pursuant to the terms of Section 12.13 hereof:
(ii)(a) At least one class of common stock of the Borrower shall at all times be duly listed on the New York Stock Exchange, the NYSE American or The NASDAQ Stock Market and (b) the Borrower shall timely file all reports required to be filed by it with the New York Stock Exchange, the NYSE American or The NASDAQ Stock Market, as applicable, and the Securities and Exchange Commission, unless such failure to timely file could not reasonably be expected to have a Material Adverse Effect.
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with good and responsible insurance companies as and to the extent usually insured by Persons similarly situated and conducting similar businesses. The Borrower shall, upon the reasonable request of the Administrative Agent, furnish to the Administrative Agent and the Lenders a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to this Section 8.4.
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provided, however, to the extent such items set forth above are filed with the Securities and Exchange Commission or otherwise are publicly available, the Borrower shall be deemed to have satisfied this covenant once it provides notice to the Administrative Agent of such availability.
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In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value (as defined in GAAP) thereof, and loans and advances shall be taken at the principal amount thereof then remaining unpaid.
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Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary (other than limitations on Restricted Payments comparable to those in Section 8.25 in any documentation evidencing any Other Unsecured Indebtedness), (b) pay any indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary, (d) transfer any of its Properties or other assets to the Borrower or any other Subsidiary (other than limitations on transfers comparable to those in Section 8.9 in any documentation evidencing any Other Unsecured Indebtedness); provided however, that the foregoing does not apply to any limitation on transfers of property that is subject to a Permitted Lien or (e) guarantee the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability and/or grant Liens on its assets to the Administrative Agent.
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any Guarantor or any other Person and (ii) transfer fee simple title to any 1031 Property to the Borrower, a Guarantor or another entity acceptable to the Required Lenders regardless of whether such required transfer shall cause the Borrower or any Subsidiary to incur any additional liabilities or reduce or negate the tax or other anticipated benefits to the Borrower or any Subsidiary.
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Required Lenders, declare the principal of and the accrued interest on all outstanding Loans to be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest thereon, shall be and become immediately due and payable together with all other amounts payable under the Loan Documents without further demand, presentment, protest or notice of any kind; and (c) if so directed by the Required Revolving Lenders, demand that the Borrower immediately pay to the Administrative Agent the full amount then available for drawing under each or any Letter of Credit, and the Borrower agrees to immediately make such payment. The Administrative Agent, after giving notice to the Borrower pursuant to Section 9.1(c) or this Section 9.2, shall also promptly send a copy of such notice to the other Lenders, but the failure to do so shall not impair or annul the effect of such notice.
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borrowing of, conversion to or continuation of any applicable SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period, in respect of Term SOFR Loans, or immediately in respect of Daily Simple SOFR Loans. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 1.11. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination. The Administrative Agent shall promptly revoke any such determination promptly upon the circumstances leading to such determination ceasing to exist.
and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) or under any other Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction.
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or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower or Guarantors), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
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Upon a Lender’s written request, the Administrative Agent agrees to forward to such Lender, when complete, copies of any field audit, examination, or appraisal report prepared by or for the Administrative Agent with respect to the Borrower or any Material Subsidiary (herein, “Reports”). Each Lender hereby agrees that (a) it has requested a copy of each Report prepared
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by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Borrower and the other Material Subsidiaries and will rely significantly upon the books and records of Borrower and the other Material Subsidiaries, as well as on representations of personnel of the Borrower and the other Material Subsidiaries, and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.
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Counterparty) with whom the Borrower or any other Material Subsidiary has entered into an agreement creating Hedging Liability or Funds Transfer and Deposit Account Liability shall be deemed a Lender party hereto for purposes of any reference in a Loan Document to the parties for whom the Administrative Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate’s right to share in payments and collections out of the Guaranties as more fully set forth in Section 3.1. In connection with any such distribution of payments and collections, or any request for the release of the Guaranties and the Administrative Agent’s Liens in connection with the termination of the Commitments and the payment in full of the Obligations, the Administrative Agent shall be entitled to assume no amounts are due to any Lender or its Affiliate with respect to Hedging Liability or Funds Transfer and Deposit Account Liability unless such Lender has notified the Administrative Agent in writing of the amount of any such liability owed to it or its Affiliate prior to such distribution or payment or release of Guaranties and Liens. Without limiting the generality of the foregoing, (i) each such Affiliate shall, for the avoidance of doubt, be deemed to have agreed to the provisions of Section 3.1(c) and (ii) no such Affiliate shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral). Notwithstanding any other provision of this Section 11.9 to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to Hedging Liability or Funds Transfer and Deposit Account Liability unless the Administrative Agent has received written notice of such Hedging Liability or Funds Transfer and Deposit Account Liability, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender or Affiliate. For the avoidance of doubt, all references in this Section 11.9 to any Lender or Affiliate of a Lender shall include or be deemed to include each Qualifying Counterparty, even if such Qualifying Counterparty or any Person affiliated with such Qualifying Counterparty shall cease to be a Lender hereunder, such that any such Qualifying Counterparty shall continue to be entitled to all of the rights and benefits otherwise afforded to such Qualifying Counterparty hereunder (including without limitation the Guaranties provided under Section 13).
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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.1 and 12.15. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or L/C Issuer or to authorize the Administrative Agent to vote in respect of the claim of any Lender or L/C Issuer in any such proceeding.
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Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.
to the Borrower: CTO Realty Growth, Inc. 369 N. New York Ave., Suite 201 Winter Park, Florida 32789 Attention:Philip Mays Telephone:407-904-3324 Email:[email protected] CTO Realty Growth, Inc. 1140 Williamson Boulevard Suite 140 Daytona Beach, Florida 32114 Attention:Lisa M. Vorakoun Telephone:386-944-5641 Email:[email protected] With copy to: Vinson & Elkins LLP 845 Texas Avenue | to the Administrative Agent: 4910 Tiedeman Rd., 3rd Floor Mail Code OH-01-51-0311 Brooklyn, Ohio 44144 Attn: Real Estate Capital Servicing Reference: CTO Realty Growth, Inc. & Loan No. 10257243 And KeyBank National Association 1000 Abernathy Road NE, Suite 1500 Atlanta, GA 30328 Attention: Tom Schmitt Telephone:770-510-2109 Email: [email protected] With a copy to: Riemer & Braunstein LP 100 Cambridge Street Boston, MA 02114 Attention: Saúl De La Guardia Email: [email protected] Telephone: 617-880-3533 |
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Suite 4700 Houston, TX 77002 Attention: Noelle C. Alix Telephone: 713-758-1124 Email: [email protected] |
Each such notice, request or other communication shall be effective (i) if given by telecopier, when such telecopy is delivered to the telecopier number specified in this Section 12.8 or in the relevant Administrative Questionnaire and a confirmation of such telecopy has been received by the sender, (ii) if given by mail, upon receipt or first refusal of delivery or (iii) if given by any other means, when delivered at the addresses specified in this Section 12.8 or in the relevant Administrative Questionnaire; provided that any notice given pursuant to Section 1 hereof shall be effective only upon receipt.
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to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11 and Section 10.3 hereof. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary; provided that prior to any such disclosure any such participant or prospective participant shall agree in writing to be subject to the confidentiality provisions contained herein. No participation may be granted or sold to the Borrower, any Guarantor, any Affiliate or Subsidiary of Borrower or Guarantor, any Defaulting Lender or any natural person.
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Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.12(b) hereof, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 12.6 and 12.15 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section
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shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.11 hereof.
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Notwithstanding anything to the contrary in this Section 12.13, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.
Further notwithstanding anything to the contrary in this Section 12.13, if the Administrative Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or the other Loan Documents or an inconsistency between provision of this Agreement and/or the other Loan Documents, the Administrative Agent and the Borrower shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interest of any Lender. Any such amendment shall become effective without any further consent of any of other party to this Agreement; provided that the Administrative Agent shall post any such amendment implementing such changes to the Lenders reasonably promptly after such amendment becomes effective.
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accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due of the Borrower or such Guarantor to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder.
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Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate of interest payable on the Borrower’s Obligations shall remain at the Maximum Rate until the Lenders have received the amount of interest which such Lenders would have received during such period on the Borrower’s Obligations had the rate of interest not been limited to the Maximum Rate during such period.
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advisors to the extent any such Person has a need to know such Information (it being understood that the Persons to whom such disclosure is made will first be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided that to the extent practicable and permitted by applicable law, the party requested to disclose any information will provide prompt written notice of such request to the Borrower, will allow the Borrower a reasonable opportunity to seek appropriate protective measures prior to disclosure and will disclose the minimum amount of information required to comply with such applicable law, regulation, subpoena or legal process, (d) to any other party hereto, (e) to the extent reasonably necessary after consultation with counsel, in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, provided that, to the extent reasonably practicable, the party requested to disclose any such information will provide prompt written notice of such request to the Borrower and will allow the Borrower a reasonable opportunity to seek appropriate protective measures prior to such disclosure, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.25, to (A) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any Subsidiary and its obligations, (g) with the prior written consent of the Borrower, (h) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 12.25 or (B) becomes available to the Administrative Agent, any Lender or the L/C Issuer on a non confidential basis from a source other than the Borrower or any Subsidiary or any of their directors, officers, employees or agents, including accountants, legal counsel and other advisors; provided that the Administrative Agent, any Lender or the L/C Issuer may use such Information as permitted by clause (a) above, but the Administrative Agent, any Lender or the L/C Issuer shall not otherwise disclose such Information except as permitted by clauses (b) - (g), (i), (j) or (k) of this Section 12.25, (i) to rating agencies if requested or required by such agencies in connection with a rating relating to the Loans or the Commitments hereunder, (j) to Gold Sheets and other similar bank trade publications (such information to consist of deal terms and other information regarding the credit facilities evidenced by this Agreement customarily found in such publications), or (k) to entities which compile and publish information about the syndicated loan market, provided that only basic information about the pricing and structure of the transaction evidenced hereby may be disclosed pursuant to this subsection (j). For purposes of this Section 12.25, “Information” means all information received from the Borrower or any of the Subsidiaries or from any other Person on behalf of the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a non-confidential basis prior to disclosure by the Borrower or any of its Subsidiaries or from any other Person on behalf of the Borrower or any of the Subsidiaries. Each of the Administrative Agent, the Lenders, and the L/C Issuer specifically acknowledges that the common stock of the Borrower is traded on the New York Stock Exchange under the trading symbol “CTO.” Each of the Administrative Agent, the Lenders, and the L/C Issuer further expressly acknowledges that it is aware that the securities laws of the United States prohibit any person who has received from an issuer material, non-public information, including information concerning the matters that are the
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subject of this Agreement, from purchasing or selling securities of such issuer on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other Person. For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of laws, rules or regulations to a governmental, regulatory or self-regulatory authority without any notification to any Person.
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“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Covered Entity” means any of the following:
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“Default Rights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
(i)it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from Administrative Agent to the contrary) or (B) an error and mistake has been
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made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
(ii)such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying Administrative Agent pursuant to this Section 12.30(b).
For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 12.30(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 12.30(b) or on whether or not an Erroneous Payment has been made.
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(ii) Subject to this Section 12.30, the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.
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Liability and Hedging Liability, whether matured or unmatured, in accordance with the terms of this Agreement.
[Signature Pages to Follow]
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This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written.
BORROWER:
CTO REALTY GROWTH, INC.,
a Maryland corporation
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
[Signatures Continue on Next Page]
[Signature Page to Amended and Restated Credit Agreement]
GUARANTORS:
INDIGO GROUP INC., a Florida corporation
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO18 ALBUQUERQUE NM LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
INDIGO GROUP LTD., a Florida limited partnership
By: | Indigo Group, Inc., a Florida corporation, its General Partner |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
[Signature Page to Amended and Restated Credit Agreement]
CTO19 STRAND JAX LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
DAYTONA JV LLC, a Florida limited liability company
By: | LHC15 Atlantic DB JV LLC, a Delaware limited liability company, its sole manager |
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO20 CROSSROADS AZ LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
[Signature Page to Amended and Restated Credit Agreement]
IGI20 CROSSROADS AZ LLC, a Delaware limited liability company
By: | Indigo Group Inc., a Florida corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO20 PERIMETER LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO20 PERIMETER II LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
[Signature Page to Amended and Restated Credit Agreement]
CTO21 AL OUTPARCEL LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO21 APEX LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO21 BUFORD 1 LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
[Signature Page to Amended and Restated Credit Agreement]
CTO23 ROCKWALL LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO22 SHORT PUMP LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO22 FORSYTH LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
[Signature Page to Amended and Restated Credit Agreement]
CTO24 MSTC LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO TRS CRISP 39, LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
TOMOKA24 RIVANA LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
[Signature Page to Amended and Restated Credit Agreement]
CTO25 MAIN STREET LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO24 BRANDON LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO24 FORSYTH LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
[Signature Page to Amended and Restated Credit Agreement]
CTO24 MILLENIA LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO24 CAROLINA LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
TOMOKA25 ASHLEY PARK LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
[Signature Page to Amended and Restated Credit Agreement]
TOMOKA25 POMPANO LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
TOMOKA26 PALMS LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
CTO26 SOUTH CONGRESS, LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
[Signature Page to Amended and Restated Credit Agreement]
CTO23 FOUNDERS DAL LLC, a Delaware limited liability company
By: | CTO Realty Growth, Inc., a Maryland corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
IGI21 KATY LLC, a Delaware limited liability company
By: | Indigo Group Inc., a Florida corporation, its sole member |
By:/s/ Daniel E. Smith
Name:Daniel E. Smith
Title: | SVP, General Counsel and Corporate Secretary |
[Signature Page to Amended and Restated Credit Agreement]
ADMINISTRATIVE AGENT:
KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent
By:/s/ Thomas Z. Schmitt
Name:Thomas Z. Schmitt
Title:Senior Vice President
LENDERS:
KEYBANK NATIONAL ASSOCIATION,
as a Lender
By:/s/ Thomas Z. Schmitt
Name:Thomas Z. Schmitt
Title:Senior Vice President
[Signatures Continue on Next Page]
[Signature Page to Amended and Restated Credit Agreement]
THE HUNTINGTON NATIONAL BANK,
as a Lender
By:/s/ Joseph White
Name:Joseph White
Title:Senior Vice President
[Signature Page to Amended and Restated Credit Agreement]
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:/s/ Andrew White
Name:Andrew White
Title:Senior Vice President
[Signature Page to Amended and Restated Credit Agreement]
REGIONS BANK,
as a Lender
By:/s/ Ghi Gavin
Name:Ghi Gavin
Title:Senior Vice President
[Signature Page to Amended and Restated Credit Agreement]
TRUIST BANK,
as a Lender
By:/s/ Ryan Almond
Name:Ryan Almond
Title:Director
[Signature Page to Amended and Restated Credit Agreement]
WELLS FARGO BANK, N.A.,
as a Lender
By:/s/ Robert Conder
Name:Robert Conder
Title:Vice President
[Signature Page to Amended and Restated Credit Agreement]
BANK OF AMERICA, N.A.,
as a Lender
By:/s/ Patricia Lu
Name:Patricia Lu
Title:Vice President
[Signature Page to Amended and Restated Credit Agreement]
RAYMOND JAMES BANK,
as a Lender
By:/s/ Alexander Sierra
Name:Alexander Sierra
Title:Senior Vice President
[Signature Page to Amended and Restated Credit Agreement]
PINNACLE BANK (d/b/a Synovus Bank, as successor by merger to Synovus Bank),
as a Lender
By:/s/ Zachary Braun
Name:Zachary Braun
Title:Managing Director
[Signature Page to Amended and Restated Credit Agreement]
ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender
By:/s/ Mitchell Vega
Name:Mitchell Vega
Title:Senior Vice President
[Signature Page to Amended and Restated Credit Agreement]
BANCO SANTANDER, S.A., NEW YORK BRANCH, as a Lender
By:/s/ Andres Barbosa
Name:Andres Barbosa
Title: Managing Director
By:/s/ Zara Kamal
Name:Zara Kamal
Title: Executive Director
[Signature Page to Amended and Restated Credit Agreement]
Exhibit A
Notice of Payment Request
[Date]
[Name of Lender]
[Address]
Attention:
Reference is made to the Amended and Restated Credit Agreement dated as of September 29, 2026, among CTO Realty Growth, Inc., the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and KeyBank National Association, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of $____________. Your Applicable Percentage of the unpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the Borrower of a Reimbursement Obligation in the amount of $_______________. Your Applicable Percentage of the returned Reimbursement Obligation is $_______________.]
Very truly yours,
KeyBank National Association, as L/C Issuer
By
Name
Title
[Exhibit A]
Exhibit B
Notice of Borrowing
To: | KeyBank National Association, as Administrative Agent for the Lenders from time to time parties to the Amended and Restated Credit Agreement dated as of September 29, 2026 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among CTO Realty Growth, Inc., certain Guarantors which are signatories thereto, certain Lenders which are from time to time parties thereto, and the Administrative Agent |
Ladies and Gentlemen:
The undersigned, CTO Realty Growth, Inc. (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the Borrowing specified below:
1.The Business Day of the proposed Borrowing is ___________, ____.
2.The aggregate amount of the proposed Borrowing is $______________.
3.The Borrowing is being advanced as a[n] [2029 Term Loan][2030 Term Loan][2031 Term Loan][2032 Term Loan][incremental Term Loan][Revolving Loan].
4.The Borrowing is to be comprised of $___________ of [Base Rate] [Daily Simple SOFR] [Term SOFR] Loans.
[5.The duration of the Interest Period for the Term SOFR Loans included in the Borrowing shall be ____________ months.]
The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:
(a)the representations and warranties of the Borrower contained in Section 6 of the Credit Agreement are true and correct as though made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date); and
[Exhibit B-1]
(b)no Default or Event of Default has occurred and is continuing or would result from such proposed Borrowing.
CTO Realty Growth, Inc.
By:
Name:
Title:
[Exhibit B-2]
Exhibit C
Notice of Continuation/Conversion
Date: ____________, ____
To:KeyBank National Association, as Administrative Agent for the Lenders from time to time parties to the Amended and Restated Credit Agreement dated as of September 29, 2026 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among CTO Realty Growth, Inc., certain Guarantors which are from time to time signatories thereto, certain Lenders which are from time to time parties thereto, and the Administrative Agent
Ladies and Gentlemen:
The undersigned, CTO Realty Growth, Inc. (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the [conversion] [continuation] of the Loans specified herein, that:
1.The conversion/continuation Date is __________, ____.
2.The aggregate amount of the [Revolving Loans] [2029 Term Loans] [2030 Term Loans] [2031 Term Loans] [2032 Term Loans] [Incremental Term Loans] to be [converted] [continued] is $______________.
3.The [Revolving Loans] [2029 Term Loans] [2030 Term Loans] [2031 Term Loans] [2032 Term Loans] [Incremental Term Loans] are to be [converted into] [continued as] [Term SOFR] [Daily Simple SOFR] [Base Rate] Loans.
4.[If applicable:] The duration of the Interest Period for the [Revolving Loans] [2029 Term Loans] [2030 Term Loans] [2031 Term Loans] [2032 Term Loans] [Incremental Term Loans] included in the [conversion] [continuation] shall be _________ months.
The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the proposed conversion/continuation date, before and after giving effect thereto and to the application of the proceeds therefrom:
(a)the representations and warranties of the Borrower contained in Section 6 of the Credit Agreement are true and correct as though made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date); provided, however, that this condition shall not
[Exhibit C-1]
apply to the conversion of an outstanding Term SOFR Loan to a Base Rate Loan or a Daily Simple SOFR Loan to a Base Rate Loan; and
(b)no Default or Event of Default has occurred and is continuing, or would result from such proposed [conversion] [continuation].
CTO Realty Growth, Inc.
By:
Name:
Title:
[Exhibit C-2]
Revolving Note
For Value Received, the undersigned, CTO Realty Growth, Inc., a Maryland corporation (the “Borrower”), hereby promises to pay to ____________________ (the “Lender”) or its permitted assigns on the Revolving Credit Termination Date of the hereinafter defined Credit Agreement, at the principal office of the Administrative Agent in Cleveland, Ohio (or such other location as the Administrative Agent may designate to the Borrower), in immediately available funds, the principal sum of ___________________ Dollars ($__________) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Revolving Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.
This Note is one of the Revolving Notes referred to in the Amended and Restated Credit Agreement dated as of September 29, 2026, among the Borrower, the Guarantors party thereto, the Lenders parties thereto, and KeyBank National Association, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. [This Note is issued in replacement and substitution for, and supersedes, the Original Revolving Note.] All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of New York.
Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.
The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder.
CTO Realty Growth, Inc.
By:
Name:
Title:
[Exhibit D -1]
Exhibit D-2
Term Note
For Value Received, the undersigned, CTO Realty Growth, Inc., a Maryland corporation (the “Borrower”), hereby promises to pay to ____________________ (the “Lender”) or its permitted assigns on the Term Loan Maturity Date, at the principal office of the Administrative Agent in Cleveland, Ohio (or such other location as the Administrative Agent may designate to the Borrower), in immediately available funds, the principal sum of ___________________ Dollars ($__________) or, if less, the aggregate unpaid principal amount of all [2029 Term Loans] [2030 Term Loans] [2031 Term Loans] [2032 Term Loans] made by the Lender to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Term Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.
This Note is one of the Term Notes referred to in the Amended and Restated Credit Agreement dated as of September 29, 2026, among the Borrower, the Guarantors party thereto, the Lenders parties thereto, the L/C Issuer and KeyBank National Association, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of New York.
Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.
The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder.
CTO Realty Growth, Inc.
By:
Name:
Title:
[Exhibit D -2]
Exhibit D-3
[__] Incremental Term Note
For Value Received, the undersigned, CTO Realty Growth, Inc., a Maryland corporation (the “Borrower”), hereby promises to pay to ____________________ (the “Lender”) or its permitted assigns on the [Term Loan Maturity Date], at the principal office of the Administrative Agent in Cleveland, Ohio (or such other location as the Administrative Agent may designate to the Borrower), in immediately available funds, the principal sum of ___________________ Dollars ($__________) or, if less, the aggregate unpaid principal amount of all [__] Incremental Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each [__] Incremental Term Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.
This Note is one of the Incremental Term Notes referred to in the Amended and Restated Credit Agreement dated as of September 29, 2026, among the Borrower, the Guarantors party thereto, the Lenders parties thereto, the L/C Issuer and KeyBank National Association, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of New York.
Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.
The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder.
CTO Realty Growth, Inc.
By:
Name:
Title:
[Exhibit D -3]
Exhibit E
Compliance Certificate
To: | KeyBank National Association, as Administrative Agent under, and the Lenders party to, the Credit Agreement described below |
This Compliance Certificate is furnished to the Administrative Agent and the Lenders pursuant to that certain Amended and Restated Credit Agreement dated as of September 29, 2026, as amended, among CTO Realty Growth, Inc., as Borrower, the Guarantors signatory thereto, the Administrative Agent and the Lenders party thereto (the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement
The Undersigned hereby certifies that:
1.I am the duly elected ____________ of CTO Realty Growth, Inc.;
2.I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;
3.The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate, except as set forth below;
4.The financial statements required by Section 8.5 of the Credit Agreement and being furnished to you concurrently with this Compliance Certificate are true, correct and complete as of the date and for the periods covered thereby; and
5.The Schedule I hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Credit Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Credit Agreement.
Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:
[Exhibit E-1]
The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ______ day of __________________, 20___.
CTO Realty Growth, Inc.
By:
Name:
Title:
[Exhibit E-2]
Schedule I
to Compliance Certificate
_________________________________________________
Compliance Calculations
for Amended and Restated Credit Agreement
dated as of September 29, 2026, as amended
Calculations as of _____________, _______
A. Maximum Total Indebtedness to Total Asset Value Ratio (Section 8.20(a)) | | |
1. Total Indebtedness | $___________ | |
2. Total Asset Value as calculated on Exhibit A hereto | ___________ | |
3. Ratio of Line A1 to A2 | ____:1.0 | |
4. Line A3 must not exceed | 0.60:1.0 (or 0.65 to 1.00 if a Material Acquisition was consummated in such Fiscal Quarter or the immediately preceding 3 Fiscal Quarters) | |
5. The Borrower is in compliance (circle yes or no) | yes/no | |
B. Maximum Secured Indebtedness to Total Asset Value Ratio (Section 8.20(b)) | | |
1. Secured Indebtedness | $___________ | |
2. Total Asset Value as calculated on Exhibit A hereto | ___________ | |
3. Ratio of Line B1 to B2 | ____:1.0 | |
4. Line B3 must not exceed | 0.40:1.0 | |
5. The Borrower is in compliance (circle yes or no) | yes/no | |
C. Minimum Adjusted EBITDA to Fixed Charges Ratio (Section 8.20(c)) | | |
1. Net Income | $___________ | |
2. Depreciation and amortization expense | ___________ | |
3. Interest Expense | ___________ | |
4. Income tax expense | ___________ | |
5. Extraordinary, unrealized or non-recurring losses | ___________ | |
6. Non-Cash Compensation Paid in Equity Securities | ___________ | |
7. Extraordinary, unrealized or non-recurring gains | ___________ | |
8. Income tax benefits | ___________ | |
9. Other non-cash items as reasonably determined by Borrower and approved by Administrative Agent | ___________ | |
10. Sum of Lines C2, C3, C4, C5 and C6 | ___________ | |
11. Sum of Lines C7, C8 and C9 | ___________ | |
12. Line C1 plus Line C10 minus Line C11(“EBITDA”) | ___________ | |
| | |
13 Annual Capital Expenditure Reserve | ___________ | |
15 Line C12 minus Line C13 (“Adjusted EBITDA”) | ___________ | |
16. Interest Expense | ___________ | |
17. Principal Amortization Payments | ___________ | |
[Exhibit E-2]
18. Dividends on Preferred Stock | ___________ | |
19. Cash payments of base rent under Eligible Leasehold Interests (if not included above) | ___________ | |
20. Income Taxes Paid | ___________ | |
21. Sum of Lines C15, C16, C17, C18 and C19 (“Fixed Charges”) | ___________ | |
22. Ratio of Line C14 to Line C20 | ____:1.0 | |
23. Line C21 shall not be less than | 1.50:1.0 | |
24. The Borrower is in compliance (circle yes or no) | yes/no | |
D. Maximum Secured Recourse Indebtedness to Total Asset Value Ratio (Section 8.20(d)) | | |
1. Secured Recourse Indebtedness | $___________ | |
2. Total Asset Value as calculated on Exhibit A hereto | ___________ | |
3. Ratio of Line D1 to Line D2 | ____:1.0 | |
4. Line D3 shall not exceed | 0.10:1.0 | |
5. The Borrower is in compliance (circle yes or no) | yes/no | |
E. Maximum Unsecured Indebtedness to Unencumbered Asset Value Ratio (Section 8.20(e)) | | |
1. Total Unsecured Indebtedness | $___________ | |
2. Unencumbered Asset Value as calculated on Exhibit C hereto | ___________ | |
3. Ratio of Line E1 to E2 | ____:1.0 | |
4. Line E3 must not exceed | 0.60:1.0 (or 0.65 to 1.00 if a Material Acquisition was consummated in such Fiscal | |
[Exhibit E-3]
Quarter or the immediately preceding 3 Fiscal Quarters) | ||
5. The Borrower is in compliance (circle yes or no) | yes/no | |
| ||
1. Unencumbered Pool Total Income as calculated on Exhibit B hereto | $___________ | |
2. Unsecured Interest Expense | $___________ | |
3. Ratio of (i) Line F1 to (ii) Line F2 | ____:1.0 | |
4. Line F3 shall not be less than | 1.75:1.0 | |
5. The Borrower is in compliance (circle yes or no) | yes/no | |
G. Tangible Net Worth (Section 8.20(g)) | | |
1. Tangible Net Worth | $___________ | |
2. Aggregate net proceeds of Stock and Stock Equivalent offerings after June 30, 2026 | ___________ | |
3. 75% of Line G2 | ___________ | |
4. $[_________]1 plus Line G3 | ___________ | |
5. Line G1 shall not be less than Line G4 | | |
6. The Borrower is in compliance (circle yes or no) | yes/no | |
| | |
| | |
| | |
1 75% of Total Net Worth as of the Restatement Date.
[Exhibit E-4]
| | |
| | |
| | |
H. Restricted Payments (Section 8.25(a)) [DURING AN EVENT OF DEFAULT]2 | |
1. Aggregate amount of Restricted Payments made in cash during such period | $___________ |
2. Amount necessary for the Borrower to be able to make Restricted Payments required to maintain its status as a REIT (i.e., to satisfy the distribution requirements set forth in Section 4981 of the Code) | ____________ |
3. Greater of Line H1 and Line H2 | ____________ |
5. The Borrower is in compliance (circle yes or no) | yes/no |
I. Number of Unencumbered Real Property Assets | |
1. The number of Unencumbered Real Property Assets | ___________ |
2. Line I1 shall not be less than 15 | |
3. The Borrower is in compliance (circle yes or no) | yes/no |
J. Unencumbered Asset Value | |
2 SECTION H TO BE FILLED OUT ONLY IF AN EOD HAS OCCURRED.
[Exhibit E-5]
1. Unencumbered Asset Value as calculated on Exhibit C hereto | $___________ |
2. Line J1 shall not be less than $600,000,000 | |
3. The Borrower is in compliance (circle yes or no) | yes/no |
K. Individual Unencumbered Asset Value | |
1. The Percentage of Unencumbered Asset Value of each Unencumbered Asset is set forth [above or on the attached Schedule] and the largest Unencumbered Asset Value or any Unencumbered Asset is $___________ for the ___________ Unencumbered Asset. | |
2. No Unencumbered Asset comprises more than 20% of Unencumbered Asset Value | |
3. The Borrower is in compliance (circle yes or no) | yes/no3 |
L. Unencumbered Assets Subject to Acceptable Leasehold Interests | |
1. Percent of Unencumbered Asset Value attributable to Unencumbered Assets that are leased by Borrower or a Subsidiary pursuant to an Acceptable Leasehold Interest | __% |
2. Line L1 shall not be greater than 15% | |
3. The Borrower is in compliance (circle yes or no) | yes/no4 |
3 If applicable, the calculation of Unencumbered Asset Value includes an adjustment to exclude that portion of the Property NOI or book value of any Unencumbered Assets attributable to any Unencumbered Assets to the extent it exceeds the 20% concentration limit.
4 If applicable, the calculation of Unencumbered Asset Value includes an adjustment to exclude that portion of the Property NOI or book value of any Unencumbered Assets leased by the Borrower or a Subsidiary pursuant to an Acceptable Leasehold Interest to the extent it exceeds the 15% concentration limit.
[Exhibit E-6]
M. MSA5 | |
1. Percent of Unencumbered Asset Value attributable to Unencumbered Assets in [________] MSA | __% |
2. Line M1 shall not be greater than 35% | |
3. The Borrower is in compliance (circle yes or no) | yes/no |
N.Mortgage Receivables Value6 | |
1. Percent of Unencumbered Asset Value attributable to Unencumbered Mortgage Receivables in the aggregate | __% |
2. Line N1 shall not be greater than 15% | |
3. The Borrower is in compliance (circle yes or no) | yes/no |
O.Mortgage Receivables Value (Other approved Type) 7 | |
1. Percent of Unencumbered Asset Value attributable to Unencumbered Mortgage Receivables secured by Properties of an Other Approved Type | __% |
2. Line O1 shall not be greater than 5% | |
3. The Borrower is in compliance (circle yes or no) | yes/no |
P.Mortgage Receivables Income8 | |
5 To be duplicated for each MSA with Unencumbered Assets. [NTD: % for largest MSA and above threshold to be sufficient]
6 If applicable, the calculation of Unencumbered Asset Value includes an adjustment to exclude that portion of the book value of any Unencumbered Mortgage Receivables to the extent it exceeds the 15% concentration limit.
7 If applicable, the calculation of Unencumbered Asset Value includes an adjustment to exclude that portion of the book value of any Unencumbered Mortgage Receivables of an Other Approved Type to the extent it exceeds the 5% concentration limit.
8 If applicable, the calculation of Unencumbered Pool Total Income includes an adjustment to exclude that portion of the cash interest form any Unencumbered Mortgage Receivables to the extent it exceeds the 15% concentration limit.
[Exhibit E-7]
1. Percent of Unencumbered Pool Total Income attributable to Unencumbered Mortgage Receivables | __% |
2. Line P1 shall not be greater than 15% | |
3. The Borrower is in compliance (circle yes or no) | yes/no |
Q. Mortgage Receivables Income (Other Approved Type)9 | |
1. Percent of Unencumbered Asset Value attributable to Unencumbered Mortgage Receivables secured by Properties of an Other Approved Type | __% |
2. Line Q1 shall not be greater than 5% | |
3. The Borrower is in compliance (circle yes or no) | yes/no |
Q.PINE Common Equity Value10 | |
1. Percent of Unencumbered Asset Value attributable to Unencumbered PINE Common Equity in the aggregate | __% |
2. Line Q1 shall not be greater than 5% | |
3.The Borrower is in compliance (circle yes or no) | yes/no |
R.PINE Common Equity Income11 | |
9 If applicable, the calculation of Unencumbered Pool Total Income includes an adjustment to exclude that portion of the cash interest form any Unencumbered Mortgage Receivables of an Other Approved Type to the extent it exceeds the 5% concentration limit.
10 If applicable, the calculation of Unencumbered Asset Value includes an adjustment to exclude that portion of the book value of any Unencumbered PINE Common Equity to the extent it exceeds the 5% concentration limit.
11 If applicable, the calculation of Unencumbered Pool Total Income includes an adjustment to exclude that portion of the cash dividends form any Unencumbered PINE Common Equity to the extent it exceeds the 5% concentration limit.
[Exhibit E-8]
1. Percent of Unencumbered Pool Total Income attributable to cash dividends from Unencumbered Pine Common Equity | __% |
2. Line R1 shall not be greater than 5% | |
3. The Borrower is in compliance (circle yes or no) | yes/no |
[Exhibit E-9]
Exhibit A to Schedule I
to Compliance Certificate
of CTO Realty Growth, Inc.
This Exhibit A, with a calculation date of __________,______, is attached to Schedule I to the Compliance Certificate of CTO Realty Growth, Inc. dated ___________, 20__, as amended, and delivered to KeyBank National Association, as Administrative Agent, and the Lenders party to the Amended and Restated Credit Agreement, as amended, referred to therein. The undersigned hereby certifies that the following is a true, correct and complete calculation of Total Asset Value for Rolling Period most recently ended:
[Insert Calculation or attach Schedule with exclusions for concentration limits]
CTO Realty Growth, Inc.
By:
Name:
Title:
[Exhibit E-10]
Exhibit B to Schedule I
to Compliance Certificate
of CTO Realty Growth, Inc.
This Exhibit B, with a calculation date of __________,______, is attached to Schedule I to the Compliance Certificate of CTO Realty Growth, Inc. dated _________, 202_, as amended, and delivered to KeyBank National Association, as Administrative Agent, and the Lenders party to the Amended and Restated Credit Agreement, as amended, referred to therein. The undersigned hereby certifies that the following is a true, correct and complete calculation of the Unencumbered Pool Total Income for all Properties, Mortgage Receivables and PINE Common Equity for the Rolling Period most recently ended:
Property | Property Income | Minus | Property Expenses (without Cap. Ex. Reserve or Management Fees) | Minus | Annual Capital Expenditure Reserve | Minus | Greater of 3% of rents or actual management fees | equals | Property NOI |
| $________ | - | $___________ | | | | | = | $________ |
| $________ | - | $___________ | | | | | = | $________ |
| $________ | - | $___________ | | | | | = | $________ |
| $_______ | - | $___________ | | | | | = | $________ |
Total Property NOI for all Unencumbered Real Property Assets:$_____________
Unencumbered Mortgage Receivable | Outstanding Principal (net of participations) | Times | Annual cash Interest Rate | Equals | Cash Interest |
| $___________ | | | | |
| $___________ | | | | |
| $___________ | | | | |
| $___________ | | | | |
Total Cash Interest for all Unencumbered Mortgage Receivables:$_____________
Total Annual Cash Dividends from Unencumbered PINE Common Equity:$_____________
Total Unencumbered Pool Total Income for all Properties, Mortgage Receivables AND PINE Common Equity:$_____________
CTO Realty Growth, Inc.
By:
Name:
Title:
[Exhibit E-2]
Exhibit C to Schedule I
to Compliance Certificate
of CTO Realty Growth, Inc.
This Exhibit C, with a calculation date of __________,______, is attached to Schedule I to the Compliance Certificate of CTO Realty Growth, Inc. dated ___________, 20__, as amended, and delivered to KeyBank National Association, as Administrative Agent, and the Lenders party to the Amended and Restated Credit Agreement, as amended, referred to therein. The undersigned hereby certifies that the following is a true, correct and complete calculation of Unencumbered Asset Value for Rolling Period most recently ended:
[Insert Calculation or attach Schedule with exclusions for concentration limits]
CTO Realty Growth, Inc.
By:
Name:
Title:
Exhibit F
Assignment and Acceptance
Dated _____________, _______
Reference is made to the Amended and Restated Credit Agreement dated as of September 29, 2026, as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among CTO Realty Growth, Inc., the Guarantors from time to time party thereto, the Lenders and KeyBank National Association, as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning.
______________________________________________________ (the “Assignor”) and _________________________ (the “Assignee”) agree as follows:
1.The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the amount and specified percentage interest shown on Annex I hereto of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Date (as defined below), including, without limitation, the Assignor’s Commitments of each applicable Class as in effect on the Effective Date and the Loans of such Class, if any, owing to the Assignor on the Effective Date and the Assignor’s Applicable Percentage of any outstanding L/C Obligations.
2.The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim, lien, or encumbrance of any kind; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto.
3.The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered to the Lenders pursuant to Section 8.5(b) and (c) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof,
[Exhibit F-1]
together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (v) specifies as its lending office (and address for notices) the offices set forth on its Administrative Questionnaire.
4.As consideration for the assignment and sale contemplated in Annex I hereof, the Assignee shall pay to the Assignor on the Effective Date in Federal funds the amount agreed upon between them. It is understood that commitment and/or letter of credit fees accrued to the Effective Date with respect to the interest assigned hereby are for the account of the Assignor and such fees accruing from and including the Effective Date are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party.
5.The effective date for this Assignment and Acceptance shall be ___________ (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent and, if required, the Borrower.
6.Upon such acceptance and recording, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.
7.Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.
8.This Assignment and Acceptance shall be governed by, and construed in accordance with, the internal laws of the State of New York.
[Exhibit F-2]
[Assignor Lender]
By
Name
Title
[Assignee Lender]
By
Name
Title
Accepted and consented this
____ day of _____________
CTO Realty Growth, Inc.
By
Name
Title
Accepted and consented to by the Administrative Agent this ___ day of _________
KeyBank National Association, as Administrative Agent
By
Name
Title
[Exhibit F-3]
Annex I
to Assignment and Acceptance
The assignee hereby purchases and assumes from the assignor the following interest in and to all of the Assignor’s rights and obligations under the Credit Agreement as of the effective date.
Facility Assigned | Aggregate | Amount of | Percentage Assigned |
[2029][2030][2031][2032][Incremental] Term Loan | $____________ | $____________ | _____% |
[Revolving Facility] | $____________ | $____________ | _____% |
[Exhibit F-4]
Exhibit G
Additional Guarantor Supplement
______________, ___
KeyBank National Association, as Administrative Agent for the Lenders named in the Amended and Restated Credit Agreement dated as of September 29, 2026, among CTO Realty Growth, Inc., as Borrower, the Guarantors signatories thereto, the Lenders from time to time party thereto, and the Administrative Agent (the “Credit Agreement”)
Ladies and Gentlemen:
Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein.
The undersigned, [name of Subsidiary Guarantor], a [jurisdiction of incorporation or organization] hereby elects to be a “Guarantor” for all purposes of the Credit Agreement, effective from the date hereof. The undersigned confirms that the representations and warranties set forth in Section 6 of the Credit Agreement are true and correct as to the undersigned as of the date hereof and the undersigned shall comply with each of the covenants set forth in Section 8 of the Credit Agreement applicable to it.
Without limiting the generality of the foregoing, the undersigned hereby agrees to perform all the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Credit Agreement, including, without limitation, Section 13 thereof, to the same extent and with the same force and effect as if the undersigned were a signatory party thereto.
The undersigned acknowledges that this Agreement shall be effective upon its execution and delivery by the undersigned to the Administrative Agent, and it shall not be necessary for the Administrative Agent or any Lender, or any of their Affiliates entitled to the benefits hereof, to execute this Agreement or any other acceptance hereof. This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York.
Very truly yours,
[Name of Subsidiary Guarantor]
By
Name
Title________________________________
[Exhibit G]
Exhibit H
Commitment Increase Request
_______________, ____
To: | KeyBank National Association, as Administrative Agent for the Lenders parties to the Amended and Restated Credit Agreement dated as of September 29, 2026 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among CTO Realty Growth, Inc., the Guarantors which are signatories thereto, certain Lenders parties thereto, and the Administrative Agent |
Ladies and Gentlemen:
The undersigned, CTO Realty Growth, Inc. (the “Borrower”) hereby refers to the Credit Agreement and requests that the Administrative Agent consent to an [increase in the aggregate [Revolving Credit][2029 Term Loan][2030 Term Loan][2031 Term Loan][2032 Term Loan] Commitments] [[__] Incremental Term Loan Commitment] (the “Commitment Increase”), in accordance with Section 1.15 of the Credit Agreement, to be effected by [an increase in the [Revolving Credit][2029 Term Loan][2030 Term Loan][2031 Term Loan][2032 Term Loan] Commitment] of [name of existing Lender] [[__] Incremental Term Loan Commitment] [the addition of [name of new Lender] (the “New Lender”) as a Lender under the terms of the Credit Agreement]. Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
After giving effect to such Commitment Amount Increase, [the [Revolving Credit][2029 Term Loan][2030 Term Loan][2031 Term Loan][2032 Term Loan] Commitment] [[__] Incremental Term Loan Commitment] of the [Lender] [New Lender] shall be $_____________.
[Include paragraphs 1-4 for a New Lender]
1.The New Lender hereby confirms that it has received a copy of the Loan Documents and the exhibits related thereto, together with copies of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Revolving Loans and other extensions of credit thereunder. The New Lender acknowledges and agrees that it has made and will continue to make, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, its own credit analysis and decisions relating to the Credit Agreement. The New Lender further acknowledges and agrees that the Administrative Agent has not made any representations or warranties about the credit worthiness of the Borrower or any other party to the Credit Agreement or any other Loan Document or with respect to the legality, validity, sufficiency or enforceability of the Credit Agreement or any other Loan Document or the value of any security therefor.
2.Except as otherwise provided in the Credit Agreement, effective as of the date of acceptance hereof by the Administrative Agent, the New Lender (i) shall be deemed automatically
[Exhibit H-1]
to have become a party to the Credit Agreement and have all the rights and obligations of a “Lender” under the Credit Agreement as if it were an original signatory thereto and (ii) agrees to be bound by the terms and conditions set forth in the Credit Agreement as if it were an original signatory thereto.
3.The New Lender shall deliver to the Administrative Agent an Administrative Questionnaire and shall have executed an Incremental Term Loan Amendment.
[4.The New Lender has delivered, if appropriate, to the Borrower and the Administrative Agent (or is delivering to the Borrower and the Administrative Agent concurrently herewith) the tax forms referred to in [Section 12.1] of the Credit Agreement.]*
This Agreement shall be deemed to be a contractual obligation under, and shall be governed by and construed in accordance with, the internal laws of the state of New York.
The Commitment Increase shall be effective when the executed consent of the Administrative Agent is received or otherwise in accordance with Section 1.15 of the Credit Agreement, but not in any case prior to ___________________, ____. It shall be a condition to the effectiveness of the Commitment Amount Increase that all expenses referred to in Section 1.15 of the Credit Agreement shall have been paid.
The Borrower hereby certifies that no Default or Event of Default has occurred and is continuing.
* Insert bracketed paragraph if New Lender is organized under the law of a jurisdiction other than the United States of America or a state thereof.
[Exhibit H-2]
Please indicate the Administrative Agent’s consent to such Commitment Increase by signing the enclosed copy of this letter in the space provided below.
Very truly yours,
CTO REALTY GROWTH, INC.
By:
Name:
Title:
[New or existing Lender Increasing Commitments]
By:
Name:
Title:
The undersigned hereby consents on this __ day of _____________, _____ to the above-requested Commitment Amount Increase.
KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent
By
Name
Title
[Exhibit H-3]
Name of Lender | Revolving Credit Commitment | Applicable Percentage for Revolving Facility | 2029 Term Loan Commitment | Applicable Percentage for 2029 Term Loans | 2030 Term Loan Commitment | Applicable Percentage for 2030 Term Loans |
KeyBank National Association | $53,000,000 | 13.250000000% | $37,500,000 | 25.000000000% | $25,000,000 | 16.666666667% |
The Huntington National Bank | $47,000,000 | 11.750000000% | $6,250,000 | 4.166666667% | $12,500,000 | 8.333333333% |
PNC Bank, National Association | $47,000,000 | 11.750000000% | $31,250,000 | 20.833333333% | $20,000,000 | 13.333333333% |
Regions Bank | $47,000,000 | 11.750000000% | $31,250,000 | 20.833333333% | $20,000,000 | 13.333333333% |
Truist Bank | $47,000,000 | 11.750000000% | $6,250,000 | 4.166666667% | $20,000,000 | 13.333333333% |
Wells Fargo Bank, N.A. | $47,000,000 | 11.750000000% | $6,250,000 | 4.166666667% | $15,000,000 | 10.000000000% |
Bank of America, N.A. | $47,000,000 | 11.750000000% | $6,250,000 | 4.166666667% | $12,500,000 | 8.333333333% |
Raymond James Bank | $25,000,000 | 6.250000000% | $25,000,000 | 16.666666667% | $10,000,000 | 6.666666667% |
Associated Bank, National Association | - | 0.000000000% | - | 0.000000000% | - | 0.000000000% |
Pinnacle Bank | $15,000,000 | 3.750000000% | - | 0.000000000% | $15,000,000 | 10.000000000% |
Banco Santander, S.A., New York Branch | $25,000,000 | 6.250000000% | - | 0.000000000% | - | 0.000000000% |
Total | $400,000,000 | 100% | $150,000,000 | 100% | $150,000,000 | 100% |
[Schedule 1]
Name of Lender | 2031 Term Loan Commitment | Applicable Percentage for 2031 Term Loans | 2032 Term Loan Commitment | Applicable Percentage for 2032 Term Loans |
KeyBank National Association | $4,750,000 | 3.166666667% | $9,750,000 | 6.500000000% |
The Huntington National Bank | $24,625,000 | 16.416666667% | $24,625,000 | 16.416666667% |
PNC Bank, National Association | $8,375,000 | 5.583333333% | $8,375,000 | 5.583333333% |
Regions Bank | $8,375,000 | 5.583333333% | $8,375,000 | 5.583333333% |
Truist Bank | $20,875,000 | 13.916666667% | $20,875,000 | 13.916666667% |
Wells Fargo Bank, N.A. | $23,375,000 | 15.583333333% | $23,375,000 | 15.583333333% |
Bank of America, N.A. | $24,625,000 | 16.416666667% | $24,625,000 | 16.416666667% |
Raymond James Bank | $10,000,000 | 6.666666667% | $10,000,000 | 6.666666667% |
Associated Bank, National Association | $20,000,000 | 13.333333333% | $20,000,000 | 13.333333333% |
Pinnacle Bank | $5,000,000 | 3.333333333% | - | 0.000000000% |
Banco Santander, S.A., New York Branch | - | 0.000000000% | - | 0.000000000% |
Total | $150,000,000 | 100% | $150,000,000 | 100% |
[Schedule 1]
Schedule 1.1
Initial Unencumbered Assets
Part I – Unencumbered Real Property Assets
Property or Tenant DBA | Owner/ Guarantor | City, State | Square Feet |
|---|---|---|---|
Crabby’s Oceanside | Daytona JV LLC | Daytona Beach, Florida | 5,780 |
LandShark Bar & Grill | Daytona JV LLC | Daytona Beach, Florida | 6,264 |
Fidelity/State of New Mexico | CTO18 Albuquerque NM LLC | Albuquerque, New Mexico | 210,067 |
The Strand | CTO19 Strand Jax LLC | Jacksonville, Florida | 204,573 |
Village Inn | CTO20 Crossroads AZ LLC; IGI20 Crossroads AZ LLC | Chandler, Arizona | 4,500 |
Party City | CTO20 Crossroads AZ LLC; IGI20 Crossroads AZ LLC | Chandler, Arizona | 12,000 |
Jimmy Johns & BBQ Galore | CTO20 Crossroads AZ LLC; IGI20 Crossroads AZ LLC | Chandler, Arizona | 8,000 |
Crossroads Town Center | CTO20 Crossroads AZ LLC; IGI20 Crossroads AZ LLC | Chandler, Arizona | 217,312 |
Ashford Lane | CTO20 Perimeter LLC; CTO20 Perimeter II LLC; CTO21 AL Outparcel LLC | Atlanta, Georgia | 277,408 |
Beaver Creek Crossing | CTO21 Apex LLC | Apex, North Carolina | 322,113 |
369 N. New York Ave | CTO Realty Growth, Inc. | Winter Park, Florida | 27,948 |
The Exchange at Gwinnett | CTO21 Buford 1 LLC; Indigo Group, Inc. | Buford, Georgia | 93,366 |
West Broad Village | CTO22 Short Pump LLC; Indigo Group Inc.; Indigo Group, Ltd. | Richmond, Virginia | 392,227 |
The Collection at Forsyth | CTO22 Forsyth LLC | Cumming, Georgia | 560,434 |
[Schedule 1.1]
Property or Tenant DBA | Owner/ Guarantor | City, State | Square Feet |
|---|---|---|---|
Plaza at Rockwall | CTO23 Rockwall LLC | Rockwall, Texas | 446,521 |
Marketplace at Seminole | CTO24 MSTC LLC; CTO Realty Growth, Inc.; Indigo Group Inc. | Sanford, Florida | 318,649 |
Carolina Pavilion | CTO24 Carolina LLC | Charlotte, North Carolina | 690,877 |
Millenia Crossing | CTO24 Millenia LLC | Orlando, Florida | 100,385 |
Lake Brandon Village | CTO24 Brandon LLC | Brandon, Florida | 102,022 |
Ashley Park | TOMOKA25 Ashley Park LLC | Atlanta, Georgia | 559,465 |
Pompano Citi Centre | TOMOKA25 Pompano LLC | Pompano Beach, Florida | 508,874 |
Palms Crossing | TOMOKA26 Palms LLC | McAllen, Texas | 399,075 |
Gallery on the Parkway* | TOMOKA26 Gallery LLC | Dallas, Texas | 153,324 |
Zona Rosa* | TOMOKA26 Kansas City LLC | Kansas City, Missouri | 768,165 |
Price Plaza | IGI21 Katy LLC | Katy, Texas | 200,576 |
Total | | 25 Properties | 6,785,339 |
* Denotes 1031 Property.
Part II – Unencumbered Mortgage Receivables
Mortgaged Property or Borrower DBA | Mortgagee/ Guarantor | City, State | Construction? | In Default or Overdue by 60 days or more? |
|---|---|---|---|---|
Rivana at Innovation Station | TOMOKA24 RIVANA LLC | Washington, D.C. | Yes | No |
Whole Foods- Forsyth, GA | CTO24 FORSYTH LLC | Atlanta, Georgia | Yes | No |
Main Street Seller Financing | CTO25 MAIN STREET LLC | Daytona Beach, Florida | No | No |
Founders Square | CTO23 Founders DAL LLC | Dallas, Texas | No | No |
[Schedule 1.1]
Mortgaged Property or Borrower DBA | Mortgagee/ Guarantor | City, State | Construction? | In Default or Overdue by 60 days or more? |
|---|---|---|---|---|
Mixed-Use Property | CTO26 South Congress LLC | Austin, Texas | Yes | No |
Part III – Unencumbered PINE Common Equity
Owner | Par Value | Certificate No(s) | Number of Shares |
CTO Realty Growth, Inc. | $0.01 | N/A | 2,159,557 |
CTO TRS Crisp39 LLC | $0.01 | N/A | 311,999 |
[Schedule 1.1]
SCHEDULE 6.2
SUBSIDIARIES
[Schedule 6.6]
Schedule 6.6
Material Adverse Change
[Schedule 1.1]
Schedule 6.11
Litigation
[Schedule 6.11]
Schedule 6.17
Environmental Issues
[Schedule 6.17]
Schedule 6.23
Maintenance and Condition
[Schedule 6.23]
Schedule 8.7
Existing Liens
[Schedule 8.7]
Exhibit 99.1
s4
Press Release
FOR | CTO Realty Growth Closes $1.0 Billion Unsecured Credit Agreement - Extends Debt Maturities with Nearest Maturity September 2029 - - Enhances Financial Flexibility with $250 Million of Incremental Commitments - |
WINTER PARK, FL – September 30, 2026 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”), an owner and operator of high-quality, open-air shopping centers located primarily in the higher growth Southeast and Southwest markets of the United States, today announced that it closed a $1.0 billion amended and restated unsecured credit facility (the “Credit Facility”). Highlights are as follows:
| ● | $1.0 billion Credit Facility comprised of: |
| o | A $400 million revolving credit facility due September 2030, with two six-month extension options, |
| o | A $150 million term loan due September 2029, upsized from $125 million (the “2029 Term Loan”), |
| o | A $150 million term loan due September 2030, upsized from $125 million (the “2030 Term Loan”), |
| o | A new $150 million term loan due September 2031 (the “2031 Term Loan”), and |
| o | A new $150 million term loan due March 2032 (the “2032 Term Loan”) |
| ● | Increases weighted average maturity of outstanding debt at closing to 4.3 years from 1.6 years, excluding extension options |
| ● | Borrowings bear interest at SOFR plus a spread determined by a pricing grid based on the Company’s leverage ratio |
| ● | Proceeds were used to repay outstanding borrowings under the Company’s previous $300 million revolving credit facility, its $100 million term loan due January 2027, and its $100 million term loan due January 2028 |
“The new Credit Facility extends our debt maturity profile and increases total commitments by $250 million, providing additional capacity to fund the growth of our high-quality, open-air shopping center portfolio. We appreciate the continued support of our existing banking partners and are pleased to welcome our new lenders to the expanded Credit Facility,” said Philip R. Mays, Senior Vice President, Chief Financial Officer and Treasurer of CTO Realty Growth.
At closing, the Company applied certain SOFR swaps to the term loans, resulting in initial fixed interest rates, based on the Company’s current leverage ratio, of 5.3% for the 2029 Term Loan, 4.9% for the 2030 Term Loan, 4.8% for the 2031 Term Loan, and 3.4% for the 2032 Term Loan. The fixed rate on the 2032 Term Loan will adjust to approximately 5.3% in February 2027. The Company has also executed forward-starting swaps that will replace certain existing swaps as they expire, resulting in periodic interest rate adjustments during the terms of the loans.
The Credit Facility was provided by a syndicate of banks led by KeyBank National Association, as administrative agent. Co-syndication agents included Bank of America, N.A., The Huntington National Bank, PNC Bank, National Association, Regions Bank, Truist Bank, and Wells Fargo Bank, N.A. Additional participating banks included Associated Bank, National Association, Pinnacle Bank, Raymond James Bank, and Santander.
About CTO Realty Growth, Inc.
CTO Realty Growth, Inc. owns and operates high-quality, open-air shopping centers located primarily in the higher growth Southeast and Southwest markets of the United States. CTO also externally manages and owns a meaningful interest in Alpine Income Property Trust, Inc. (NYSE: PINE), a publicly traded net lease REIT.
We encourage you to review our most recent investor presentation and supplemental financial information, which is available on our website at www.ctoreit.com.
Safe Harbor
Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by words such as “opportunity,” “upside,” “outlook,” “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions, as well as variations or negatives of these words. Statements, among others, relating to the Company’s borrowing capacity under the Credit Facility, the expected interest rates on the term loans, including the impact of forward-starting swaps, and the Company’s ability to fund future growth are forward-looking statements.
Although forward-looking statements are made based upon management’s present expectations and beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include, but are not limited to: the Company’s ability to remain qualified as a REIT; the Company’s exposure to U.S. federal and state income tax law changes, including changes to the REIT requirements; general adverse economic and real estate conditions; macroeconomic and geopolitical factors, including but not limited to inflationary pressures, interest rate volatility, ongoing geopolitical war, distress in the banking sector, and global supply chain disruptions; credit risk associated with the Company investing in commercial loans, preferred equity, and similarly structured investments; the ultimate geographic spread, severity and duration of pandemics such as the COVID-19 Pandemic and its variants, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and the Company’s financial condition and results of operations; the inability of major tenants or borrowers to continue paying their rent or obligations due to bankruptcy, insolvency or a general downturn in their business; the loss or failure, or decline in the business or assets of PINE; the completion of 1031 exchange transactions; the availability of investment properties that meet the Company’s investment goals and criteria; the uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales; and the uncertainties and risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other risks and uncertainties discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.
There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.
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Investor Relations