Agreement, and acknowledges and agrees to:
(a)join the Credit Agreement as a Guarantor, as indicated with its signature
below;
(b)be bound by all covenants, agreements and acknowledgments attributable to a
Guarantor in the Credit Agreement; and
(c)perform all obligations and duties required of it by the Credit Agreement.
2. [The][Each] New Guarantor represents and warrants that the representations
and warranties contained in Article V of the Credit Agreement as they relate to
such New Guarantor or which are contained in any certificate furnished by or on
behalf of such New Guarantor are true and correct on the date hereof.
G-1
Form of Joinder Agreement
64015027
3. The address, taxpayer identification number and jurisdiction of organization
of [each][the] New Guarantor is set forth in Annex I to this Joinder Agreement.
4. This Joinder Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
agreement.
4. Except as expressly supplemented hereby, the Credit Agreement and the
Guaranty shall remain in full force and effect.
5. THIS JOINDER AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF
ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR
RELATING TO THIS JOINDER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
G-2
Form of Joinder Agreement
64015027
IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to
be duly executed and delivered by its proper and duly authorized officer as of
the day and year first above written.
NEW GUARANTOR[S]],
as [the][a] New Guarantor
By:
Name:
Title:
W.P. CAREY INC.
By:
Name:
Title:
ACKNOWLEDGED AND AGREED TO:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
Name:
Title:
G-3
Form of Joinder Agreement
64015027
EXHIBIT H
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
FORM OF SOLVENCY CERTIFICATE
I, the undersigned, chief financial officer of W.P. CAREY INC. (the "Company"),
DO HEREBY CERTIFY on behalf of the Loan Parties that:
1.
This certificate is furnished pursuant to Section 4.01(a)(viii) of the
Third Amended and Restated Credit Agreement (as in effect on the date of this
certificate; the capitalized terms defined therein being used herein as therein
defined) dated as of February 22, 2017 among the Company, each Designated
Borrower from time to time party thereto, certain Subsidiaries of the Company
identified therein as Guarantors, the Lenders party thereto, Bank of America,
N.A., as Administrative Agent, and Bank of America, N.A., JPMorgan Chase Bank,
N.A., and Wells Fargo Bank, N.A., as Swing Line Lenders and L/C Issuers (as from
time to time in effect, the "Credit Agreement").
2.
After giving effect to the Credit Extensions to occur on the Closing Date,
(a) the fair value of the property of each Loan Party is greater than the total
amount of liabilities, including contingent liabilities, of such Loan Party,
(b) the present fair