THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 3rd, 2018 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 27th day of April, 2018 by and among CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (the “Borrower”), 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 as “Lenders” pursuant to §18 (together with KeyBank, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”), CAPITAL ONE, NATIONAL ASSOCIATION, SUNTRUST BANK and COMPASS BANK, as Co-Syndication Agents (the “Syndication Agents”) and KEYBANC CAPITAL MARKETS, INC. (“KCM”), BBVA COMPASS BANCSHARES, INC., CAPITAL ONE, NATIONAL ASSOCIATION and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers (collectively, the “Joint Arrangers”), and KCM as Sole Bookrunner (the “Bookrunner”), and FIFTH THIRD BANK and HANCOCK BANK, as Co-Documentation Agents (collectively, the “Documenta
AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • May 3rd, 2018 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to SUNTRUST BANK (“Payee”), or order, in accordance with the terms of that certain Third Amended and Restated Credit Agreement, dated as of April 27, 2018, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of FIFTY-ONE MILLION FOUR HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS ($51,430,000.00), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion
AMENDED AND RESTATED TERM LOAN A NOTECarter Validus Mission Critical REIT II, Inc. • May 3rd, 2018 • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to COMPASS BANK (“Payee”), or order, in accordance with the terms of that certain Third Amended and Restated Credit Agreement, dated as of April 27, 2018, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Term Loan Maturity Date, the principal sum of TWENTY-EIGHT MILLION FIVE HUNDRED SEVENTY THOUSAND AND NO/100 Dollars ($28,570,000.00), or such amount as may be advanced by the Payee under the Credit Agreement as a Term Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance w
AMENDED AND RESTATED REVOLVING CREDIT NOTECarter Validus Mission Critical REIT II, Inc. • May 3rd, 2018 • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to CAPITAL ONE, NATIONAL ASSOCIATION (“Payee”), or order, in accordance with the terms of that certain Third Amended and Restated Credit Agreement, dated as of April 27, 2018, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of FIFTY-ONE MILLION FOUR HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS ($51,430,000.00), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applic
AMENDED AND RESTATED SWING LOAN NOTESwing Loan Note • May 3rd, 2018 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to KEYBANK NATIONAL ASSOCIATION (“Payee”), or order, in accordance with the terms of that certain Third Amended and Restated Credit Agreement, dated as of April 27, 2018, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of THIRTY MILLION AND NO/100 DOLLARS ($30,000,000.00), or such amount as may be advanced by the Payee under the Credit Agreement as a Swing Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Cred
THIRD AMENDED AND RESTATED SUBORDINATION OF ADVISORY FEESCarter Validus Mission Critical REIT II, Inc. • May 3rd, 2018 • Real estate investment trusts
The undersigned CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company, (the “Advisor”), which provides advisory services with respect to certain investment opportunities on behalf of CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“REIT”) and CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Borrower”), acknowledges that this Third Amended and Restated Subordination of Advisory Fees (this “Agreement”) is being executed and delivered to satisfy a certain obligation of Borrower set forth in that certain Third Amended and Restated Credit Agreement dated as of even date herewith (herein, together with all supplements, amendments and restatements thereto, referred to as the “Credit Agreement”) by and among Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as administrative agent (“Agent”) for itself and the other lending institutions from time to time party to the Credit Agr
JOINDER AGREEMENTJoinder Agreement • May 3rd, 2018 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of April 27, 2018, by HCII-1601 WEST HEBRON PARKWAY, LLC, a Delaware limited liability company (the “Joining Party”) and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents dated September 30, 2016, and that certain Second Amendment to Second Amended and Restated Credit Agreement dated October 6, 2017 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the “Credit Agreement”), by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreemen
THIRD AMENDED AND RESTATED UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCECarter Validus Mission Critical REIT II, Inc. • May 3rd, 2018 • Real estate investment trusts • New York
FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“REIT”), and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (“Initial Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS GUARANTY (REIT, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are hereby acknowledged by Guarantors, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), any Lend
AMENDMENT TO COLLATERAL ASSIGNMENT OF INTERESTSAssignment of Interests • May 3rd, 2018 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
THIS AMENDMENT TO COLLATERAL ASSIGNMENT OF INTERESTS (this “Amendment”), is made as of April 27, 2018, by and between CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Assignor”) and KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Agent for itself and the other Lenders (the “Lenders”) from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”).
THIRD AMENDED AND RESTATED INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALSIndemnity Agreement Regarding Hazardous Materials • May 3rd, 2018 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
THIS THIRD AMENDED AND RESTATED INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALS (this “Agreement”), is made as of this 27th day of April, 2018, by CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Borrower”), CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“REIT”), EACH OF THE ENTITIES IDENTIFIED AS “INITIAL SUBSIDIARY GUARANTORS” ON THE SIGNATURE PAGES OF THIS AGREEMENT (the “Initial Subsidiary Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS AGREEMENT (REIT, Initial Subsidiary Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”) for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), as administrative agent for itself and such other lenders which may now or hereafter become parties to the “Credit Agreement” (KeyB
THIRD AMENDED AND RESTATED CONTRIBUTION AGREEMENTContribution Agreement • May 3rd, 2018 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts • New York
THIS THIRD AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 27th day of April, 2018 by and among CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Borrower”), CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“REIT”), EACH OF THE ENTITIES IDENTIFIED AS “SUBSIDIARY GUARANTORS” ON THE SIGNATURE PAGES OF THIS AGREEMENT (the “Initial Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS AGREEMENT (REIT, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”, and the Borrower and the Guarantors are sometimes hereinafter referred to individually as a “ Contributing Party” and collectively as the “Contributing Parties”).
