WITH THE BORROWER
102
§27.
CONSENTS, AMENDMENTS, WAIVERS, ETC.
102
§28.
SEVERABILITY
103
§29.
TIME OF THE ESSENCE
103
§30.
NO UNWRITTEN AGREEMENTS
103
§31.
REPLACEMENT NOTES
103
§32.
NO THIRD PARTIES
BENEFITED
104
§33.
PATRIOT ACT
104
vii
EXHIBITS AND SCHEDULES
Exhibit A
FORM OF 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
viii
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is made as of the 7th day of August,
2013, 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"), and KEYBANC CAPITAL MARKETS, as Sole Lead
Arranger and Sole Book Manager.
R E C I T A L S
WHEREAS, Borrower has requested that the Lenders provide a revolving credit
facility to Borrower; and
WHEREAS, the Agent and the Lenders are willing to provide such revolving credit
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
§l or elsewhere in the provisions of this Agreement referred to below:
Additional Commitment Request Notice. See §2.10(a).
Additional Guarantor. Each additional Subsidiary of Borrower which becomes a
Guarantor pursuant to §5.2.
Affected Lender. See §4.15.
Affiliate. An Affiliate, as applied to any Person, shall mean any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means (a) the possession, directly or
indirectly, of the power to vote ten percent (10%) or more of the stock, shares,
voting trust certificates, beneficial interest, partnership interests, member
interests