§29.
TIME OF THE ESSENCE.
124
§30.
NO UNWRITTEN AGREEMENTS.
124
§31.
REPLACEMENT NOTES.
124
§32.
NO THIRD PARTIES BENEFITED.
124
§33.
PATRIOT ACT.
124
§34.
ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS.
125
§35.
AMENDMENT AND RESTATEMENT OF LOAN DOCUMENTS.
125
§36.
WAIVER OF CLAIMS.
126
EXHIBITS AND SCHEDULES
Exhibit A-1
FORM OF REVOLVING CREDIT NOTE
Exhibit A-2
FORM OF TERM LOAN NOTE
Exhibit B
FORM OF JOINDER AGREEMENT
Exhibit C
FORM OF REQUEST FOR LOAN
Exhibit D
FORM OF LETTER OF CREDIT REQUEST
Exhibit E
FORM OF UNENCUMBERED ASSET CERTIFICATE
Exhibit F
FORM OF COMPLIANCE CERTIFICATE
Exhibit G
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Exhibit H
FORM OF LETTER OF CREDIT APPLICATION
Exhibit I-1
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
Exhibit I-2
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
Exhibit I-3
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
Exhibit I-4
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
Schedule 1
LENDERS AND COMMITMENTS
Schedule 1.2
SUBJECT PROPERTIES
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(b)
ENVIRONMENTAL NOTICES AND ACTIONS
Schedule 6.20(c)
ENVIRONMENTAL RELEASES
Schedule 6.21
SUBSIDIARIES AND UNCONSOLIDATED AFFILIATES
Schedule 6.22
MONETARY DEFAULTS UNDER LEASES SET FORTH IN RENT ROLL
Schedule 6.23
MANAGEMENT AGREEMENTS
Schedule 6.25
MATERIAL LOAN AGREEMENTS
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is made as
of the 27th day of October, 2017, by and among GLADSTONE COMMERCIAL LIMITED
PARTNERSHIP, a Delaware limited partnership ("Borrower"), GLADSTONE COMMERCIAL
CORPORATION, a Maryland corporation ("Parent"), 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"), KEYBANK NATIONAL
ASSOCIATION, as Agent for the Lenders (the "Agent"), FIFTH THIRD BANK, an Ohio
banking corporation, as Documentation Agent, and KEYBANC CAPITAL MARKETS, as
Sole Lead Arranger and Sole Book Manager.
R E C I T A L S
WHEREAS, the Borrower, KeyBank, individually and as administrative agent, and
the other parties thereto have entered into that certain First Amended and
Restated Credit Agreement dated as of October 5, 2015, as amended by the First
Amendment to First Amended and Restated Credit Agreement dated as of December
29, 2016 (collectively, the "Original Credit Agreement"); and
WHEREAS, Borrower has requested that Agent and the Lenders make certain
modifications to the Original Credit Agreement;
WHEREAS, the Borrower, the Agent and the Lenders desire 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:
Additional Commitment Request Notice. See §2.11(a).
Additional Guarantor. Each additional