Exhibit 10.1
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF MAY 28, 2014
by and among
CARTER/VALIDUS OPERATING PARTNERSHIP, LP,
AS BORROWER,
KEYBANK NATIONAL ASSOCIATION,
THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT
AND
OTHER LENDERS THAT MAY BECOME
PARTIES TO THIS AGREEMENT,
KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT,
AND
CAPITAL ONE, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENT,
AND
BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT,
AND
SUNTRUST BANK,
AS SYNDICATION AGENT,
AND
KEYBANC CAPITAL MARKETS,
AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is made as
of the 28th day of May, 2014 by and among CARTER/VALIDUS OPERATING PARTNERSHIP,
LP, a Delaware limited partnership (the "Borrower"), KEYBANK NATIONAL
ASSOCIATION ("KeyBank"), the other lending institutions which are parties to
this Agreement as "Lenders", and the other lending institutions that may become
parties hereto pursuant to §18 (together with KeyBank, the "Lenders"), and
KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the "Agent") and KEYBANC
CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Runner.
R E C I T A L S
WHEREAS, the Borrower, KeyBank, the Agent and the Lenders have entered into that
certain First Amended and Restated Credit Agreement dated as of November 19,
2012, as amended by the First Amendment to First Amended and Restated Credit
Agreement and Amendment to Unconditional Guaranty of Payment and Performance
dated as of March 15, 2013, the Second Amendment to First Amended and Restated
Credit Agreement dated as of June 11, 2013, and the Third Amendment to First
Amended and Restated Credit Agreement and Amendment to Other Loan Documents
dated as of August 9, 2013 (collectively, the "Original Credit Agreement"); and
WHEREAS, the parties desire to enter into this Agreement to amend and restate
the Original Credit Agreement in its entirety;
NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and
agreements contained herein, the parties hereto hereby amend and restate and
covenant and agree as follows:
§1. DEFINITIONS AND RULES OF INTERPRETATION.
§1.1 Definitions. The following terms shall have the meanings set forth in this
§l or elsewhere in the provisions of this Agreement referred to below:
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. 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.
Actual Debt Service Amount. The actual annual principal (excluding balloon
payments) and interest that was paid with respect to all Unsecured Debt
(including the Loans and Letter of Credit Liabilities) for the prior two fiscal
quarters most recently ended annualized.
Additional Commitment Request Notice. See §2.11(a).
Additional Guarantor. Each additional Wholly Owned Subsidiary of Borrower which
becomes a Subsidiary Guarantor pursuant to §5.4.
Adjusted Consolidated EBITDA. On any date of determination, the sum of
(a) Consolidated EBITDA for the prior two