Item
1.01 Entry into a Material Definitive Agreement.
Guaranty
In connection with the consummation of the Mergers,
on August 22, 2022, the Company has entered into a Guaranty (the “Guaranty”) of the obligations of Cedar OP (the “Borrower”)
under a Loan Agreement (the “Cedar Loan Agreement”) by and between the Borrower, KeyBanc Capital Markets, as Lead Arranger
and Bookrunner, and KeyBank National Association, as administrative agent (in such capacity, the “Agent”) and as lender (in
such capacity, the “Lender”), and under the other loan documents executed in connection with the Cedar Loan Agreement (together
with the Cedar Loan Agreement, the “Loan Documents”).
In addition to the Company, the obligations of
the Borrower under the Cedar Loan Agreement and the other Loan Documents are also guaranteed by Cedar and certain subsidiaries of the
Borrower (the “Subsidiary Guarantors”).
Pursuant to the Guaranty, the Agent has agreed
that upon the occurrence of an Event of Default, the Agent shall use reasonable efforts to pursue its rights and remedies against the
Borrower, Cedar, the Subsidiary Guarantors (Cedar and the Subsidiary Guarantors collectively, the “Other Guarantors”) and/or
the collateral securing the Loan (the “Collateral”) prior to exercising its rights and remedies under the Guaranty against
the Company, unless (i) there is any bankruptcy or similar filing by any of the Borrower, the Company or the Other Guarantors, (ii) any
of the Borrower, the Company or any Other Guarantor shall bring any other legal action which seeks to prevent or interfere with the exercise
of the rights and remedies under the Loan Documents by the Agent, or (iii) any action or claim is filed by any third party that challenges
the validity or enforceability of the Loan Documents or the liens and rights and remedies of the Agent thereunder with respect to the
Borrower, the Other Guarantors and/or the Collateral.
The foregoing description of the Guaranty does
not purport to be complete and is qualified in its entirety by reference to the full text of the Guaranty, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Environmental Compliance and Indemnity Agreement
In connection with the Cedar Loan Agreement, the
Company has also entered into an Environmental Compliance and Indemnity Agreement (the “Environmental Indemnity Agreement”)
pursuant to which the Company, the Borrower, the Subsidiary Guarantors and Cedar (the Borrower, the Subsidiary Guarantors and Cedar collectively,
the “Other Indemnitors”) assumed certain indemnification and other obligations with respect to environmental matters relating
to the properties owned by the Subsidiary Guarantors.
Pursuant to an Environmental Indemnity Agreement,
the Agent has agreed that upon the occurrence of an Event of Default, Agent shall
use reasonable efforts to pursue its rights and remedies against the Other Indemnitors and/or the Collateral prior to exercising its rights
and remedies under the Environmental Indemnity Agreement against the Company unless (i) there is any bankruptcy or similar filing by any
of the Other Indemnitors, (ii) any of the Other Indemnitors shall bring any other legal action which seeks to prevent or interfere with
the exercise of the rights and remedies under the Loan Documents by the Agent, or (iii) any action or claim is filed by any third party
that challenges the validity or enforceability of the Loan Documents or the liens and rights and remedies of the Agent thereunder with
respect to the Other Indemnitors and/or the Collateral.
The foregoing description of the Environmental
Indemnity Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Cedar Loan Agreement
Under the Cedar Loan Agreement, the Lender has
made a loan to the Borrower in the principal amount of $130 million (the “Loan”), with a scheduled maturity date of August
22, 2023 (such date, or any earlier date on which the entire Loan is required to be paid in full by acceleration or otherwise, the “Maturity
Date”).
The outstanding principal balance of the Loan
bears interest at the Applicable Margin plus, at the Borrowers’ election, either (a) the Daily Simple SOFR rate plus 0.10%, (b)
the Term SOFR rate plus 0.10% (the “Adjusted Term SOFR Rate”), or (c) the highest of (i) the rate of interest publicly announced
by the Agent as its prime rate from time to time, (ii) the federal funds effective rate from time to time plus 0.50% per annum, and (iii)
the 1-month Adjusted Term SOFR plus 1.00 per annum (the “Base Rate”). The Applicable Margin is (i) for the period through
and including February 22, 2023, 1.50% for Base Rate Loans and 2.50% for SOFR Loans, and (ii) from and after February 23, 2023, 3.00%
for Base Rate Loans and 4.00% for SOFR Loans. Interest on the principal balance of the Loan will accrue from and after the date of the
Cedar Loan Agreement until the obligations under the Loan Documents are paid in full. The Borrower may prepay and terminate the Loan
without penalty, subject to certain restrictions and costs specified in the Cedar Loan Agreement.
Commencing on August 31, 2022 and continuing thereafter,
the Borrower will pay interest in arrears on (i) if the Loan is accruing interest at the Base Rate or the Daily Simple SOFR rate, the
last day of each calendar month, and (ii) if the Loan is accruing interest at the Term SOFR rate, the last day of each calendar month
and the last day of each applicable interest period. The unpaid principal balance is due on the Maturity Date.
There is no material relationship between the
Company and its affiliates and the Lender and its affiliates.
The foregoing description of the Cedar Loan Agreement
does not purport to be complete and is qualified in its entirety by reference to the full
text of such agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
