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Signature Page
1
EXHIBIT A
Notice of Payment Request
EXHIBIT B
Notice of Borrowing
EXHIBIT C
Notice of Continuation/Conversion
EXHIBIT D-1
Term A Loan Note
EXHIBIT D-2
Term B Loan Note
EXHIBIT D-3
Revolving Note
EXHIBIT D-4
Incremental Term Note
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EXHIBIT E
Compliance Certificate
EXHIBIT F
Assignment and Acceptance
EXHIBIT G
Additional Guarantor Supplement
EXHIBIT H
Increase Request / Incremental Term Loan Request
EXHIBIT I
Borrowing Base Certificate
EXHIBIT J‐1
Form of U.S. Tax Compliance Certificate
EXHIBIT J‐2
Form of U.S. Tax Compliance Certificate
EXHIBIT J‐3
Form of U.S. Tax Compliance Certificate
EXHIBIT J‐4
Form of U.S. Tax Compliance Certificate
SCHEDULE 1
Commitments
SCHEDULE 1.1
Initial Borrowing Base Properties
SCHEDULE 1.2
Existing Liens
SCHEDULE 1.3
Reported Population
SCHEDULE 6.2
Subsidiaries
SCHEDULE 8.8
Investments
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amended and Restated Credit Agreement (this "Agreement") is entered
into as of August 31, 2018, by and among IRET PROPERTIES, A NORTH DAKOTA LIMITED
PARTNERSHIP, a North Dakota limited partnership (the "Borrower"), the Guarantors
from time to time party to this Agreement, the several financial institutions
from time to time party to this Agreement, as Lenders, KEYBANK, NATIONAL
ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents, and BANK
OF MONTREAL, as Administrative Agent as provided herein. 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
WHEREAS, the Borrower, the Guarantors from time to time party thereto, the
financial institutions party thereto as "Lenders," KeyBank, National Association
and PNC Bank, National Association, as Syndication Agents, and the
Administrative Agent previously entered into an Amended and Restated Credit
Agreement dated as of November 28, 2017 (as heretofore extended, renewed,
amended, modified, amended and restated or supplemented, the "Prior Credit
Agreement").
WHEREAS, the Borrower has requested that (i) a new $75,000,000 term loan be
extended by the Term B Loan Lenders (as defined herein) to the Borrower on the
date hereof, and (ii) certain other amendments be made to the Prior Credit
Agreement, and the Administrative Agent and the Lenders have agreed to such
requests on the terms and subject to the conditions set forth in this Agreement,
which, for the sake of clarity and convenience, amends and restates the Prior
Credit Agreement in its entirety.
NOW, THEREFORE, in consideration of their mutual agreements contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby amend and restate the Prior
Credit Agreement in its entirety as follows:
SECTION 1.
THE CREDIT FACILITIES.
Section 1.1.
Revolving Credit Commitments
. Subject to the terms and
conditions hereof, each Revolving Lender, by its acceptance hereof, severally
agrees to make a loan or loans (individually a "Revolving Loan" and collectively
for all the Revolving Lenders the "Revolving Loans") in U.S. Dollars to the
Borrower from time to time on a revolving basis up to the amount of such
Revolving Lender's Revolving Credit Commitment, subject to