§32.
NO THIRD PARTIES BENEFITED
115
§33.
PATRIOT ACT
115
§34.
[Intentionally Omitted.]
115
§35.
JOINT AND SEVERAL LIABILITY
116
§36.
ADDITIONAL AGREEMENTS
116
§36.1
Waiver of Automatic or Supplemental Stay
116
§36.2
Waiver of Defenses
116
§36.3
Waiver
119
§36.4
Subordination
119
§36.5
Waiver of Rights Under Anti-Deficiency Rules
119
§36.6
Further Waivers
120
§37.
ACKNOWLEDGMENT OF BENEFITS; EFFECT OF AVOIDANCE PROVISIONS
120
v
EXHIBITS AND SCHEDULES
Exhibit A
FORM OF REVOLVING CREDIT NOTE
Exhibit B
FORM OF SWING LOAN NOTE
Exhibit C
FORM OF JOINDER AGREEMENT
Exhibit D
FORM OF REQUEST FOR REVOLVING CREDIT LOAN
Exhibit E
FORM OF LETTER OF CREDIT REQUEST
Exhibit F
FORM OF BORROWING BASE AVAILABILITY CERTIFICATE
Exhibit G
FORM OF COMPLIANCE CERTIFICATE
Exhibit H
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Exhibit I
FORM OF LETTER OF CREDIT APPLICATION
Exhibit J-1 to J-4
FORMS OF TAX CERTIFICATE
Schedule 1.1
LENDERS AND COMMITMENTS
Schedule 1.2
ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS
Schedule 6.3
LIST OF ALL ENCUMBRANCES ON ASSETS
Schedule 6.5
NO MATERIAL CHANGES
Schedule 6.7
PENDING LITIGATION
Schedule 6.15
CERTAIN TRANSACTIONS
Schedule 6.20
ENVIRONMENTAL MATTERS
Schedule 6.21(a)
BORROWER SUBSIDIARIES
Schedule 6.22
EXCEPTIONS TO RENT ROLL
Schedule 6.23
PROPERTY CONDITION
Schedule 6.25
MATERIAL LOAN AGREEMENTS
Schedule 8.14
MANAGEMENT FEES
Schedule 19
NOTICE ADDRESSES
Schedule CP
COLLATERAL PROPERTIES
vi
Schedule PRP
PENDING REFINANCE PROPERTIES
vii
THIS AMENDED AND RESTATED CREDIT AGREEMENT AMENDS AND RESTATES THAT CERTAIN
CREDIT AGREEMENT DATED AS OF MAY 29, 2015 ENTERED INTO BUY AND AMONG, AMONG
OTHER PARTIES, WHEELER REIT, L. P. AND KEYBANK NATIONAL ASSOCIATION AS AGENT AND
LENDER.
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 21st day of
December, 2017, by and among WHEELER REIT, L.P., a Virginia limited partnership
("Borrower"), the Guarantors party hereto from time to time, 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, KEYBANK NATIONAL ASSOCIATION, as administrative
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, Borrower has requested that the Lenders provide a revolving loan
facility to Borrower; and
WHEREAS, the Agent and the Lenders are willing to provide such revolving loan
facility to Borrower on and subject to the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and
agreements contained herein, the parties hereto hereby 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 §1 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