Exhibit 10.1
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF DECEMBER 22, 2015
by and among
CARTER VALIDUS OPERATING PARTNERSHIP II, 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 AGENT,
AND SUNTRUST BANK,
AS SYNDICATION AGENT
AND
KEYBANC CAPITAL MARKETS, INC., AND SUNTRUST ROBINSON HUMPHREY, INC.
AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS
AND
CAPITAL ONE, NATIONAL ASSOCIATION AND TEXAS CAPITAL BANK, N.A.,
AS CO-DOCUMENTATION AGENTS
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 22nd day of
December, 2015 by and among CARTER VALIDUS OPERATING PARTNERSHIP II, 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
as "Lenders" pursuant to §18 (together with KeyBank, the "Lenders"), and KEYBANK
NATIONAL ASSOCIATION, as Agent for the Lenders (the "Agent"), SUNTRUST BANK, as
Syndication Agent (the "Syndication Agent") and KEYBANC CAPITAL MARKETS, INC.
("KCM"), and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Joint
Bookrunners (collectively, the "Joint Arrangers and Bookrunners"), and CAPITAL
ONE, NATIONAL ASSOCIATION and TEXAS CAPITAL BANK, N.A., as Co-Documentation
Agents (collectively, the "Documentation Agents").
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 December 17,
2014 (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 the
Original Credit Agreement in its entirety 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:
Acknowledgments. The Acknowledgments executed by a Subsidiary Guarantor in favor
of the Agent, acknowledging the pledge of Equity Interests in such Subsidiary
Guarantor to the Agent, such Acknowledgments to be in form and substance
satisfactory to the Agent, as the same may be modified, amended or restated.
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 Coverage Ratio.
(a) Prior to the Release of Security Date, the ratio of Adjusted Net Operating
Income from the Pool Properties determined as of the end of the fiscal quarter
most recently ended, divided by the actual interest that was paid by Borrower
under this Agreement for the prior two