EX-10.4




 Exhibit 10.4 

CONSENT AND SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

THIS CONSENT AND SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Consent and Amendment”) made
as of this 11th day of April, 2019, by and among CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation
(“REIT”), THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (hereinafter referred to individually as a “Subsidiary Guarantor” and collectively, as “Subsidiary Guarantors”; REIT and the
Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), THE OTHER
LENDERS LISTED ON THE SIGNATURES PAGES HEREOF AS LENDERS (KeyBank and the other lenders are listed on the signatures pages hereof as Lenders, collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking
association, as administrative agent for the Lenders (the “Agent”). 
 W I T N E S S E T H: 

WHEREAS, Borrower and KeyBank, individually and as administrative agent, and the Lenders entered into that certain Third Amended and Restated
Credit Agreement dated as of February 1, 2018, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of August 13, 2018 (as amended, the “Credit Agreement”); and 

WHEREAS, each of the Guarantors are a party to that certain Second Amended and Restated Unconditional Guaranty of Payment and Performance in
favor of Agent and the Lenders dated as of February 1, 2018 (the “Guaranty”); 
 WHEREAS, Borrower and Guarantors have
requested that the Agent consent to the following: 
  

	 	(a)	 to the execution and delivery of that certain Agreement and Plan of Merger dated April 11, 2019, by and
among Borrower, REIT, Carter Validus Operating Partnership II, LP, a Delaware limited partnership, Carter Validus Mission Critical REIT II, Inc., a Maryland corporation and Lightning Merger Sub, LLC, a Maryland limited liability company, a copy of
which is attached hereto as Exhibit “A” (the “Merger Agreement”); and 


  

	 	(b)	 to the execution and delivery of that certain Amendment to REIT I Operating Partnership Agreement, a copy of
which is attached as Exhibit B to the Merger Agreement (the “Amendment to Borrower Partnership Agreement”), which Amendment to Borrower Partnership Agreement amends the existing limited partnership agreement of Borrower effective as of the
consummation of the merger contemplated by the Merger Agreement; and 


 WHEREAS, Borrower and Guarantors have also
requested that the Agent and the Lenders make certain modifications to the Credit Agreement; and 











 WHEREAS, the Agent and the Majority Lenders have agreed to the requested consents and
modifications, subject to the execution and delivery of this Consent and 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.    Consents and Agreements. (a) The Agent hereby consents to the execution
and delivery, but not the consummation of, the Merger Agreement. Borrower acknowledges and agrees that upon the consummation of the transaction contemplated pursuant to the Merger Agreement, all of the Obligations are due and payable, all
Commitments shall terminate and the Lenders shall be relieved of all obligations to make Loans or issue Letters of Credit to the Borrower. 

(b)    The Agent hereby consents to the execution and delivery of the Amendment to Borrower Partnership Agreement. 

3.    Modification of the Credit Agreement. The Agent, the Lenders and the Borrower hereby amend the Credit
Agreement by deleting §8.7 of the Credit Agreement in its entirety, and inserting in lieu thereof the following: 
 “§8.7
Distributions. 
 (a)    The Borrower shall not pay any Distribution to the partners, members or
other owners of the Borrower, and REIT shall not pay any Distribution to its partners, members or other owners, if such Distribution by Borrower or REIT: 

(i)    for each calendar quarter in 2019 and the first calendar quarter of 2020, is in excess of a rate
equal to the daily rate of $0.000876713 per share of the REIT (which equates to $0.32 per annum per share of the REIT on an annualized basis); and 

(ii)    for the second calendar quarter in 2020, is in excess, when added to the amount of all other
Distributions paid in such calendar quarter annualized, of ninety-five percent (95%) of such Person’s Funds from Operations for the period of the fourth calendar quarter in 2019 and the first calendar quarter in 2020, annualized. 

(b)    Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, including a Default or an Event of Default related to any financial covenant set forth in this Agreement, the Borrower and REIT may make Distributions to allow REIT to make payments for share repurchase programs
in connection with the listing of REIT on NASDAQ, the New York Stock Exchange or another nationally recognized exchange, provided that such payments shall be made within ninety (90) days of such listing and shall not exceed $100,000,000.00 and
such Distributions shall be excluded from the limitations contained in §8.7(a). 

  
 2 












 (c)    If a Default or Event of Default shall have
occurred and be continuing, the Borrower shall make no Distributions, and REIT shall not pay any Distribution to its partners, members or other owners, other than Distributions in an amount equal to the minimum distributions required under the Code
to maintain the REIT Status of REIT, as evidenced by a certification of the principal financial or accounting officer of REIT containing calculations in detail reasonably satisfactory in form and substance to the Agent. 

(d)    Notwithstanding the foregoing, at any time when an Event of Default under §12.1(a) or
(b) shall have occurred, an Event of Default as to Borrower or REIT under §12.1(g), (h) or (i) shall have occurred, or the maturity of the Obligations has been accelerated, neither the Borrower nor REIT shall make any Distributions
whatsoever, directly or indirectly.” 
 4.    References to Credit Agreement. All references in the
Loan Documents to the Credit Agreement amended in connection with this Consent and Amendment shall be deemed a reference to the Credit Agreement as modified and amended herein. 

5.    Consent of Borrower and Guarantors. By execution of this Consent and Amendment, Guarantors hereby expressly
consent to the modifications and amendments relating to the Credit Agreement as set forth herein, and Borrower and Guarantors hereby acknowledge, represent and agree that the Credit Agreement, as modified and amended herein, and the other Loan
Documents, 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. 
 6.    Representations. Borrower and Guarantors
represent and warrant to Agent and the Lenders as follows: 
 (a)    Authorization. The execution, delivery and
performance of this Consent and 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. 

  
 3 












 (b)    Enforceability. The execution and delivery of this Consent
and 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. 

(c)    Approvals. The execution, delivery and performance of this Consent and 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. 
 7.    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 Consent and Amendment, and that no Default or Event of Default has occurred and is
continuing. 
 8.    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. 
 9.    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, the Guaranty and the other Loan Documents remain unaltered and in full force and effect, and the
parties hereto do hereby expressly ratify and confirm the Credit Agreement, the Guaranty and other Loan Documents as modified and amended herein and therein. Guarantors hereby consent to the terms of this Consent and Amendment and ratify the
Guaranty. Nothing in this Consent and Amendment or any other document delivered in connection herewith 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). This Consent and Amendment shall constitute a Loan Document. 

10.    Counterparts. This Consent and Amendment may be executed in any number of counterparts which shall together
constitute but one and the same agreement. 

  
 4 












 11.    Miscellaneous. THIS CONSENT AND 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 Consent and 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. 

12.    Effective Date. The obligations of the undersigned parties under Section 2 and 3 of this Consent and
Amendment shall be deemed effective and in full force and effect (the “Effective Date”) only upon confirmation by the Agent of the satisfaction of the following conditions: 

(a)    the execution and delivery of this Consent and Amendment by Borrower, Guarantors, Agent and the Majority Lenders;
and 
 (b)    if required by Agent, that the Borrower shall pay contemporaneously with the Effective Date all fees
(including legal fees) due and payable with respect to this Consent and Amendment. 
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 5 












 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/ Todd M. Sakow

		 		 	Name:	  	Todd M. Sakow
		 		 	Title:	  	Chief Financial Officer
				
		 		 		  	(CORPORATE SEAL)
			
		 	REIT:	  	
		
		 	 CARTER VALIDUS MISSION CRITICAL REIT, INC.,

a Maryland corporation

			
		 	By:	 	 /s/ Todd M. Sakow

		 	Name:	 	Todd M. Sakow
		 	Title:	 	Chief Financial Officer
				
		 		 		  	(CORPORATE SEAL)

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		 	 SUBSIDIARY GUARANTORS:
  

HC-2501 W WILLIAM CANNON DR, LLC

HC-8451 PEARL STREET, LLC

HC-3873 N. PARKVIEW DRIVE, LLC

HC-2257 KARISA DRIVE, LLC

HC-239 S. MOUNTAIN BOULEVARD MANAGEMENT, LLC

HC-1940 TOWN PARK BOULEVARD, LLC

HC-1946 TOWN PARK BOULEVARD, LLC

HC-17322 RED OAK DRIVE, LLC

HC-10323 STATE HIGHWAY 151, LLC

HC-7502 GREENVILLE AVENUE, LLC

HC-5330L N. LOOP 1604 WEST, LLC

HC-760 OFFICE PARKWAY, LLC

HC-4499 ACUSHNET AVENUE, LLC

HC-14024 QUAIL POINTE DRIVE, LLC

HC-5101 MEDICAL DRIVE, LLC

HC-5330 N. LOOP 1604 WEST, LLC

HC-3436 MASONIC DRIVE, LLC

HC-42570 SOUTH AIRPORT ROAD, LLC

HCP-SELECT MEDICAL, LLC

HC-1101 KALISTE SALOOM ROAD, LLC, and

HC-5959 NW 7TH STREET, LLC

each a Delaware limited liability company

			
		 	By:	 	 Carter/Validus Operating Partnership, LP,

a Delaware limited partnership, their sole member

				
		 		 	By:	  	 Carter Validus Mission Critical REIT, Inc.,

a Maryland corporation, its general partner

					
		 		 		  	By:	  	 /s/ Todd M. Sakow

		 		 		  	Name:	  	Todd M. Sakow
		 		 		  	Title:	  	Chief Financial Officer
		
		 	(CORPORATE SEAL)

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		 	 HC-116 EDDIE DOWLING HIGHWAY, LLC

HCP-DERMATOLOGY ASSOCIATES, LLC

HC-800 EAST 68TH STREET, LLC

HCP-RTS, LLC,
 HCP-PAM WARM SPRINGS, LLC,
 each a Delaware limited liability company

			
		 	By:	 	 Carter/Validus Operating Partnership, LP,

a Delaware limited partnership, their sole member

				
		 		 	By:	  	 Carter Validus Mission Critical REIT, Inc.,

a Maryland corporation, its general partner

					
		 		 		  	 By:
	  	 /s/ Todd M. Sakow

		 		 		  	 Name:
	  	 Todd M. Sakow

		 		 		  	 Title:
	  	 Chief Financial Officer

					
		 		 		  		  	(CORPORATE SEAL)
		
		 	 HC-239 S. MOUNTAIN BOULEVARD, LP,

a Delaware limited partnership

			
		 	By:	 	 HC-239 S. Mountain Boulevard Management,
LLC,
 a Delaware limited liability company, its sole general partner

				
		 		 	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/ Todd M. Sakow

		 		 		  		  	Name:	  	Todd M. Sakow
		 		 		  		  	Title:	  	Chief Financial Officer
						
		 		 		  		  		  	(CORPORATE SEAL)

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		 	 GREEN MEDICAL INVESTORS, LLLP,

a Florida limited liability limited partnership

			
		 	By:	 	 HC-1946 Town Park Boulevard, LLC,

a Delaware limited liability company, its general partner

				
		 		 	 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/ Todd M. Sakow

		 		 		  		  	Name:	  	Todd M. Sakow
		 		 		  		  	Title:	  	Chief Financial Officer
					
		 		 		  		  	(CORPORATE SEAL)
		
		 	 GREEN WELLNESS INVESTORS, LLLP,

a Florida limited liability limited partnership

			
		 	 By:
	 	 HC-1940 Town Park Boulevard, LLC,

a Delaware limited liability company, its general partner

				
		 		 	 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/ Todd M. Sakow

		 		 		  		  	Name:	  	Todd M. Sakow
		 		 		  		  	Title:	  	Chief Financial Officer
					
		 		 		  		  	(CORPORATE SEAL)

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		 	 HC-77-840 FLORA ROAD, LLC

HC-40055 BOB HOPE DRIVE, LLC

HC-5829 29 PALMS HIGHWAY, LLC

HC-8991 BRIGHTON LANE, LLC

HC-6555 CORTEZ, LLC

HC-601 REDSTONE AVENUE WEST, LLC

HC-2270 COLONIAL BLVD, LLC

HC-2234 COLONIAL BLVD, LLC

HC-1026 MAR WALT DRIVE, NW, LLC

HC-7751 BAYMEADOWS RD. E., LLC

HC-1120 LEE BOULEVARD, LLC

HC-8625 COLLIER BLVD., LLC

HC-6879 US HIGHWAY 98 WEST, LLC

HC-7850 N. UNIVERSITY DRIVE, LLC

HC-#2 PHYSICIANS PARK DR., LLC

HC-52 NORTH PECOS ROAD, LLC

HC-6160 S. FORT APACHE ROAD, LLC

HC-187 SKYLAR DRIVE, LLC

HC-860 PARKVIEW DRIVE NORTH, UNITS A&B, LLC

HC-6310 HEALTH PKWY., UNITS 100 & 200, LLC,

each a Delaware limited liability company

			
		 	By:	 	 HCP-RTS, LLC,

a Delaware limited liability company, their sole member

				
		 		 	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/ Todd M. Sakow

		 		 		  		  	Name:	  	Todd M. Sakow
		 		 		  		  	Title:	  	Chief Financial Officer
						
		 		 		  		  		  	(CORPORATE SEAL)

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		 	 HC-20050 CRESTWOOD BLVD., LLC

HC-42074 VETERANS AVENUE, LLC

HC-101 JAMES COLEMAN DRIVE, LLC

HC-102 MEDICAL DRIVE, LLC, and

HC-1445 HANZ DRIVE, LLC,

each a Delaware limited liability company

			
		 	By:	 	 HCP-PAM WARM SPRINGS, LLC,

a Delaware limited liability company, their sole member

				
		 		 	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/ Todd M. Sakow

		 		 		  		  	 Name:
	  	 Todd M. Sakow

		 		 		  		  	Title:	  	Chief Financial Officer
						
		 		 		  		  		  	(CORPORATE SEAL)

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	AGENT AND LENDERS:
	
	 KEYBANK NATIONAL ASSOCIATION,

individually and as Agent

	
	By: /s/ Kristin
Centracchio                                



 
			
	Name:	 	Kristin Centracchio
	Title:	 	Vice President


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	CAPITAL ONE, NATIONAL ASSOCIATION, individually and as Documentation Agent
	
	By: /s/
Alicia Cook                                       
         
	Name: Alicia Cook
	Title: Authorized Signatory


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		 	SUNTRUST BANK, individually and as Co-Syndication Agent
		
		 	By: /s/ Danny
Stover                                    
		 	Name: Danny Stover
		 	Title: Senior Vice President


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		 	CITIZENS BANK, NATIONAL ASSOCIATION, individually and as Documentation Agent
		
		 	By:
                                         
                                    
		 	Name:
                                         
                               
		 	Title:
                                         
                                 


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	SYNOVUS BANK, individually and as Documentation Agent
		
		 	 By: /s/ David W.
Bowman                            

		 	 Name: David W. Bowman

		 	 Title: Director



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	CADENCE BANK, N.A., individually and as Documentation Agent
	
	By: /s/ Donald G.
Preston                                



 
			
	Name:	 	Donald G. Preston
	Title:	 	 Senior Vice President



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		 	TEXAS CAPITAL BANK, N.A., individually and as Documentation Agent
		
		 	 By: /s/ Brett
Walker                                        


		 	 Name: Brett Walker

		 	 Title: Senior Vice President



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		 	FIFTH THIRD BANK, an Ohio corporation
		
		 	By: /s/ Mark
Patterson                                
		 	Name: Mark Patterson
		 	Title: Director


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		 	EASTERN BANK
		
		 	By:
                                         
                                    
		 	Name:
                                         
                               
		 	Title:
                                         
                                 


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		 	UNITED COMMUNITY BANK
		
		 	By:
                                         
                                    
		 	Name:
                                         
                               
		 	Title:
                                         
                                 


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		 	HANCOCK WHITNEY BANK
		
		 	By: /s/ Cynthia LaMendola                            
		 	Name: Cynthia LaMendola
		 	Title: Vice President


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		 	WOODFOREST NATIONAL BANK
		
		 	By:
                                         
                                    
		 	Name:
                                         
                               
		 	Title:
                                         
                                 


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		 	RENASANT BANK
		
		 	By:
                                         
                                    
		 	Name:
                                         
                               
		 	Title:
                                         
                                 


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		 	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. SILICON VALLEY BRANCH
		
		 	By:
                                         
                                    
		 	Name:  Nlan Tyz Yeh
		 	Title:       V.P. & G.M.


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		 	AMERICAN MOMENTUM BANK
		
		 	By:
                                         
                                    
		 	Name:
                                         
                               
		 	Title:
                                         
                                 


 KeyBank/CV Reit I: Signature Page to Consent and Second Amendment to 

Third Amended and Restated Credit Agreement 











 Exhibit “A” 

Form of Merger Agreement