ALPINE INCOME PROPERTY TRUST, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

The information set forth in Section 2.03 of this Current Report on Form 8-K is incorporated by reference into this Section 1.01.

Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

As previously revealed by Alpine Income Property Trust, Inc. (the “Company”) in its current report on Form 8-K filed with the US Securities and Exchange Commission (the “SEC”) on May 25, 2021the Company, as parent guarantor, Alpine Income Property OP, LPas borrower (the “Borrower”), and certain subsidiaries of the Company entered into a term credit agreement, dated May 21, 2021with Truist Bank, North Americaas administrative agent, and certain other lenders named therein (the “2026 Term Credit Agreement”) for a term loan in the aggregate principal amount of $60 million for a period of five years (the “2026 Term Loan”). Subject to certain terms and conditions set forth in the 2026 Term Loan Agreement, the Borrower may request up to three additional Term Loan Commitments for a total amount not to exceed $100 million (the “2026 Term Loan Accordion Feature”).

On April 14, 2022the Borrower exercised a portion of the accordion feature of the 2026 Term Loan by entering into the 2026 Term Loan Amendment, Augmentation and Joinder (the “2026 Term Loan Amendment”), which increased the term loan commitment under the 2026 term loan. $40 million to a set of $100 million. Following such exercise, and subject to certain terms and conditions set forth in the 2026 Term Loan Agreement, the Borrower may request additional covenants from the lender under the 2026 Term Loan up to an amount of a $60 million.

As previously disclosed by the Company in its current report on Form 8-K filed with the SECOND on October 4, 2021the Company, as parent guarantor, the Borrower and certain subsidiaries of the Company entered into a term credit agreement, dated September 30, 2021with National KeyBank Associationas administrative agent, and certain other lenders named therein (the “2027 Term Credit Agreement”) for a term loan in the aggregate principal amount of $80 million mature in January 2027 (the “2027 Term Loan”). Subject to certain terms and conditions set forth in the 2027 Term Loan Agreement, the Borrower may request up to three additional Term Loan Commitments for a total amount not to exceed $120 million (the “2027 Term Loan Accordion Feature”).

On April 14, 2022the Borrower has exercised a portion of the 2027 Term Loan Accordion Feature by entering into the 2027 Term Loan Amendment, Augmentation and Joinder Agreement (the “2027 Term Loan Amendment”), which increased the term loan commitment under the 2027 term loan. $20 million to a set of $100 million. Following such exercise, and subject to certain terms and conditions set forth in the 2027 Term Loan Agreement, the Borrower may request additional covenants from the lender under the 2027 Term Loan up to an amount of a $120 million.

The total proceeds received from $60 million were used to repay the Company’s revolving credit facility.

The above summaries of the 2026 Term Loan Agreement, the 2026 Term Loan Amendment, the 2027 Term Loan Agreement and the 2027 Term Loan Amendment do not purport not be complete and are qualified in their entirety by reference to the 2026 Term Credit Agreement, the 2026 Term Credit Agreement Loan Amendment, the 2027 Term Credit Agreement and the 2027 Term Loan Amendment, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, of this current report on Form 8-K and are incorporated herein by reference.

Section 9.01. Financial statements and supporting documents

(d) Exhibits

  Exhibit
    No.           Exhibit Description

  10.1              Credit Agreement, dated as of May 21, 2021, among Alpine
                  Income Property, OP, LP, Alpine Income Property Trust, Inc., the
                  other Guarantors from time to time parties thereto, Truist Bank,
                  N.A., and certain other lenders named therein (incorporated by
                  reference to Exhibit 10.2 to the Company's Current Report on
                  Form 8-K filed on May 25, 2021).
  10.2              Amendment, Increase and Joinder to Credit Agreement, dated as
                  of April 14, 2022, among Alpine Income Property, OP, LP, Alpine
                  Income Property Trust, Inc., the other Guarantors from time to
                  time parties thereto, Truist Bank, N.A., and certain other
                  lenders named therein.
  10.3              Credit Agreement, dated as of September 30, 2021, among Alpine
                  Income Property, OP, LP, Alpine Income Property Trust, Inc., the
                  other Guarantors from time to time parties thereto, the Lenders
                  from time to time parties thereto, and KeyBank National
                  Association (incorporated by reference to Exhibit 10.1 to the
                  Company's Quarterly Report on Form 10-Q filed on October 21,
                  2021).
  10.4              Amendment, Increase and Joinder to Credit Agreement, dated as
                  of April 14, 2022, among Alpine Income Property, OP, LP, Alpine
                  Income Property Trust, Inc., the other Guarantors from time to
                  time parties thereto, the Lenders from time to time parties
                  thereto, and KeyBank National Association.
   104            Cover Page Interactive Data File (embedded within the Inline
                  XBRL document)

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