AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 19, 2014 among EDUCATION REALTY OPERATING PARTNERSHIP, LP, as Borrower and The Lenders Party Hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC CAPITAL MARKETS LLC and...Credit Agreement • November 25th, 2014 • Education Realty Operating Partnership L P • Real estate investment trusts • New York
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 19, 2014 among EDUCATION REALTY OPERATING PARTNERSHIP, LP, as Borrower and The Lenders Party Hereto and KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent REGIONS BANK, PNC BANK,...Credit Agreement • November 25th, 2014 • Education Realty Operating Partnership L P • Real estate investment trusts • New York
WHEREAS, the Borrower, KeyBank, National Association and the other parties referenced above (the "Original Lenders") entered into the Original Credit Agreement wherein loans and other financial accommodations were extended to the Borrower; and
UNDERWRITING AGREEMENTEducation Realty Operating Partnership L P • November 25th, 2014 • Real estate investment trusts • New York
Education Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $250,000,000 aggregate principal amount of the Operating Partnership’s 4.600% Senior Notes due 2024 (the “Notes”). The Notes will be fully and unconditionally guaranteed as to payment of the principal thereof and premium, if any, and interest thereon (the “Guarantee,” and together with the Notes, the “Securities”) by Education Realty Trust, Inc., a Maryland corporation (the “Company,” and together with the Operating Partnership, the “Transaction Entities”). The Securities will be issued pursuant to an indenture, dated as of November 7, 2014, as amended and supplemented by the First Supplemental Indenture, to be dated as of November 24, 2014 (together, the “Indenture”) among the Operating Partnership, as issuer, t
ContractEducation Realty Operating Partnership L P • November 25th, 2014 • Real estate investment trusts • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR CEDE & CO., AS NOMINEE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.
GUARANTEEGuarantee • November 25th, 2014 • Education Realty Operating Partnership L P • Real estate investment trusts • New York
This guarantee (this “Guarantee”) dated November 24, 2014 is entered into by Education Realty Trust, Inc., 999 South Shady Grove Road, Suite 600, Memphis, Tennessee 38120 (the “Guarantor”).
FIRST SUPPLEMENTAL INDENTURE Dated as of November 24, 2014 to INDENTURE Dated as of November 7, 2014 Among Education Realty Operating Partnership, LP, as Issuer Education Realty Trust, Inc., as Guarantor andFirst Supplemental Indenture • November 25th, 2014 • Education Realty Operating Partnership L P • Real estate investment trusts • New York
