EXHIBIT 10.1
Consent and AGREEMENT REGARDING commitment
increases AND ADDITIONAL TERM LOANS
THIS CONSENT AND AGREEMENT REGARDING commitment increases AND ADDITIONAL TERM
LOANS (this "Agreement") dated as of November 20, 2017, is executed by the
Lenders (as defined below) party hereto, U.S. BANK NATIONAL ASSOCIATION ("U.S.
Bank"), RAYMOND JAMES BANK, N.A. ("Raymond James" and, together with U.S. Bank,
each a "New Lender" and collectively, the "New Lenders"), MANUFACTURERS AND
TRADERS TRUST COMPANY, as Administrative Agent (the "Administrative Agent"),
BROADSTONE NET LEASE, LLC (the "Borrower") and BROADSTONE NET LEASE, INC. (the
"Parent").
WHEREAS, the Borrower, the Parent, the financial institutions party thereto (the
"Lenders"), the Administrative Agent and certain other parties have entered into
that certain Revolving Credit and Term Loan Agreement dated as of June 23, 2017
(as in effect immediately prior to the effectiveness of this Agreement, the
"Credit Agreement");
WHEREAS, pursuant to Section 2.16 of the Credit Agreement, the Borrower has
requested that (i) the aggregate amount of the Revolving Commitments be
increased, (ii) Additional Term Loan Facility 1 Term Loans be made to the
Borrower by the New Lenders and (iii) the aggregate amount of the Term Facility
2 Commitment be increased, in each case, to or in the amount set forth on
Schedule I attached hereto and on the terms set forth herein;
WHEREAS, New Lenders are willing to provide Revolving Commitments and/or Term
Facility 2 Commitments and/or make the Additional Term Loan Facility 1 Term
Loans on the terms set forth herein;
WHEREAS, the Term Facility 1 Commitments have been fully utilized as of the date
hereof and the full amount of the Term Facility 2 Commitments remain undrawn as
of the date hereof; and
WHEREAS, the Lenders party hereto have agreed to provide the certain consents
set forth herein on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged by the parties hereto, the parties hereto
hereby agree as follows:
Section 1.
Commitment Increases.
Upon the effectiveness of this Agreement, in
reliance on the truth and accuracy of the representations set forth in Section 5
below (a) (i) the Borrower and each New Lender providing a Revolving Commitment
as set forth on Schedule I hereto acknowledge and agree that the amount of such
New Lender's Revolving Commitment shall be the amount set forth for such New
Lender on Schedule I as such New Lender's "Revolving Commitment Amount" and
(ii) each such New Lender providing a Revolving Commitment agrees to make the
payments required to be made by such New Lender under Section 2.16 of the Credit
Agreement and (b) the Borrower and each New Lender providing a Term Facility 2
Commitment as set forth on Schedule I hereto acknowledge and agree that the
amount of such New Lender's Term Facility 2 Commitment shall be the amount set
forth for such New Lender on Schedule I as such New Lender's "Term Facility 2
Commitment Amount".
Section 2. Additional Term Loans.
Upon the