AMENDMENT TO CREDIT AGREEMENT



 Exhibit 10.1 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”) made as of this 29th day of June, 2012, by and among CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), CARTER VALIDUS MISSION CRITICAL
REIT, INC., a Maryland corporation (“REIT”), HC-2501 W WILLIAM CANNON DR, LLC, a Delaware limited liability company (“HC-2501”), DC-19675 W. TEN MILE, LLC, a Delaware limited liability company
(“DC-19675”; REIT, HC-2501 and DC-19675 are hereinafter collectively referred to as the “Guarantors”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent for
the Lenders (the “Agent”), and SYNOVUS BANK, as a Lender. 
 W I T N E S S E T H: 

WHEREAS, Borrower and KeyBank, individually and as Agent, entered into that certain Credit Agreement dated as of March 30, 2012, as
amended by that certain First Amendment to Credit Agreement dated as of May 8, 2012 (as modified or amended from time to time, the “Credit Agreement”); 
 WHEREAS, Guarantors executed and delivered to Agent and the Lenders that certain Unconditional Guaranty of Payment and Performance dated as of March 30, 2012, as amended by that certain First
Amendment to Unconditional Guaranty of Payment and Performance dated as of even date herewith (as modified or amended from time to time, the “Guaranty”); 
 WHEREAS, Borrower and Guarantors have requested that the Agent and the Lenders make certain modifications to the Credit Agreement; and 

WHEREAS, the Agent and the Lenders have consented to such modifications, subject to the execution and delivery of this Amendment.

 NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows: 
 1. Definitions. All terms used herein which are not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 

2. Modification of the Credit Agreement. The Agent, the Lenders and the Borrower hereby amend the Credit Agreement as follows:

 (a) By inserting the following definition in §1.1 of the Credit Agreement, in the appropriate alphabetical order:

 “Acquisition Closing Costs. The actual deal costs incurred by REIT and its Subsidiaries in connection with
acquisitions of Real Estate determined in accordance with GAAP. Notwithstanding the foregoing, beginning on April 1, 2013 and at all times thereafter, Acquisition Closing Costs shall only include those deal costs that are associated with Real
Estate that is being actively negotiated for purchase, or have been consummated.” 







 (b) By deleting in its entirety the definition of “Consolidated EBITDA” appearing
in §1.1 of the Credit Agreement, and inserting the following new definition in lieu thereof: 
 “Consolidated
EBITDA. With respect to any period, an amount equal to the EBITDA of REIT, the Borrower and their respective Subsidiaries for such period determined on a Consolidated basis plus (without duplication) such Person’s Equity Percentage of
EBITDA of its Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries for such period.” 
 (c) By inserting the words “(without duplication)” after the word “included” appearing in the tenth (10th) line of the definition of “Consolidated Fixed Charges” appearing in §1.1 of the Credit Agreement.

 (d) By deleting sub-part (a)(iv) of the definition of “EBITDA” appearing in §1.1 of the Credit Agreement, and
inserting in lieu thereof the following: 
 “(iv) Acquisition Closing Costs and extraordinary or non-recurring gains and
losses (including, without limitation, gains and losses on the sale of assets) and income and expense allocated to minority owners;” 
 (e) By inserting the words “or, at the request of the Required Lenders,” after the word “Agent’s” appearing in the first (1st) line of §5.2(a) of the Credit Agreement.

 (f) By deleting in its entirety the first paragraph (but not any subparagraphs) of §5.3 of the Credit Agreement, and
inserting in lieu thereof the following: 
 “Provided no Default or Event of Default exists, the Borrower shall have the
right, subject to the consent of all of the Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Properties, and the Required Lenders at any time thereafter (which consent may be withheld in either the Lenders’
or the Required Lenders’ sole and absolute discretion), and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral as part of the Borrowing Base. In the event the Borrower
desires to add additional Potential Collateral to the Borrowing Base as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Collateral shall be included as Collateral in the Borrowing Base unless and until
the following conditions precedent shall have been satisfied:” 

  
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 (g) By deleting in its entirety §5.3(f) of the Credit Agreement, and inserting in lieu
thereof the following: 
 “(f) the Lenders or the Required Lenders, as required above, shall have consented
to the inclusion of such Real Estate as a Mortgaged Property, which consent may be granted in either the Lenders’ or Required Lenders’ sole and absolute discretion.” 

3. References to Credit Agreement. All references in the Loan Documents to the Credit Agreement shall be deemed a reference to the
Credit Agreement as modified and amended herein. 
 4. Consent of Guarantors. By execution of this Amendment, Guarantors
hereby expressly consent to the modifications and amendments relating to the Credit Agreement and the Loan Documents as set forth herein, and Borrower and Guarantors hereby acknowledge, represent and agree that the Loan Documents (including without
limitation the Guaranty) remain in full force and effect and constitute the valid and legally binding obligation of Borrower and Guarantors, respectively, enforceable against such Persons in accordance with their respective terms, and that the
Guaranty extends to and applies to the foregoing documents as modified and amended. 
 5. Representations. Borrower and
Guarantors represent and warrant to Agent and the Lenders as follows: 
 (a) Authorization. The execution, delivery and
performance of this Amendment and the transactions contemplated hereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of such Persons, (iii) do not and
will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of such Persons is subject or any judgment, order, writ, injunction, license or permit applicable to such Persons,
(iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement,
articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument binding upon, any of such Persons or any of its properties or to which any of such Persons is subject, and
(v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Persons, other than the liens and encumbrances created by the Loan Documents. 

(b) Enforceability. The execution and delivery of this Amendment are valid and legally binding obligations of Borrower and
Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of
creditors’ rights and the effect of general principles of equity. 

  
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 (c) Approvals. The execution, delivery and performance of this Amendment and the
transactions contemplated hereby do not require the approval or consent of or approval of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to,
any court, department, board, commission or other governmental agency or authority other than those already obtained. 
 (d)
Reaffirmation. Borrower and Guarantors reaffirm and restate as of the date hereof each and every representation and warranty made by the Borrower, the Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or
on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date. 
 6. No Default. By execution hereof, the Borrower and Guarantors certify that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after the
execution and delivery of this Amendment, and that no Default or Event of Default has occurred and is continuing. 
 7. Waiver
of Claims. Borrower and Guarantors acknowledge, represent and agree that Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan
Documents, the administration or funding of the Loans or with respect to any acts or omissions of Agent or any of the Lenders, or any past or present officers, agents or employees of Agent or any of the Lenders, and each of Borrower and Guarantors
does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if any. 
 8. Ratification. Except as hereinabove set forth or in any other document previously executed or executed in connection herewith, all terms, covenants and provisions of the Credit Agreement remain
unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Credit Agreement. Nothing in this Amendment shall be deemed or construed to constitute, and there has not otherwise occurred, a novation,
cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty). 

9. Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one and the same
agreement. 
 10. Miscellaneous. THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as
provided in the Credit Agreement. 

  
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 11. Effective Date. This Amendment shall be deemed effective and in full force and
effect as of the date hereof upon the execution and delivery of this Amendment by Borrower, Guarantors, Agent and the Required Lenders. 
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 IN WITNESS WHEREOF, the parties hereto have hereto set their hands and affixed their seals
as of the day and year first above written. 
  

			
	BORROWER:
	
	 CARTER/VALIDUS OPERATING
 PARTNERSHIP, LP, a Delaware limited
 partnership

		
	 By:
	 	 Carter Validus Mission Critical REIT, Inc.,
 a Maryland corporation, its general partner



  

			
	By:	 	/s/ John E. Carter
	 Name:
	 	John E. Carter
	 Title:
	 	CEO
		 	(SEAL)


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	GUARANTORS:
	
	 CARTER VALIDUS MISSION CRITICAL

REIT, INC., a Maryland corporation

		
	 By:
	 	/s/ John E. Carter
	 Name:
	 	John E. Carter
	 Title:
	 	CEO


  

			
	 HC-2501 W WILLIAM CANNON DR, LLC, a

Delaware limited liability company

		
	 By:
	 	Carter/Validus Operating Partnership, LP, a Delaware limited partnership


  

					
	By:	 	 Carter Validus Mission Critical
 REIT, Inc., a Maryland corporation,
 its general partner

			
		 	By:	 	/s/ John E. Carter
		 	Name:	 	John E. Carter
		 	Title:	 	CEO


  

			
	 DC-19675 W. TEN MILE, LLC, a Delaware
 limited liability company

		
	 By:
	 	 Carter/Validus Operating Partnership, LP, a
 Delaware limited partnership, its sole
 member



  

					
	By:	 	 Carter Validus Mission Critical
 REIT, Inc., a Maryland corporation,
 its General Partner

			
		 	By:	 	/s/ John E. Carter
		 	Name:	 	John E. Carter
		 	Title:	 	CEO


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	AGENT:
	
	 KEYBANK NATIONAL ASSOCIATION,

individually and as Agent

		
	 By:
	 	/s/ Jeff Gilbreath
	 Name:
	 	Jeff Gilbreath
	 Title:
	 	Sr. Vice President


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	LENDERS:
	
	SYNOVUS BANK
		
	 By:
	 	/s/ David W. Bowman
	 Name:
	 	David W. Bowman
	 Title:
	 	Sr. Vice President



  
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