FOURTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 7, 2019 by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., AS BORROWER, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT...Credit Agreement • August 13th, 2019 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 7th day of August, 2019 by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (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”), BBVA USA, an Alabama banking corporation f/k/a Compass Bank, CAPITAL ONE, NATIONAL ASSOCIATION, and SUNTRUST BANK, as Co-Syndication Agents (the “Syndication Agents”) and KEYBANC CAPITAL MARKETS, INC. (“KCM”), BBVA USA, an Alabama banking corporation, 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
FOURTH AMENDED AND RESTATED UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCECarter Validus Mission Critical REIT II, Inc. • August 13th, 2019 • 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 OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, (“CVOP II”) 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 (CVOP II, 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 define
TERM LOAN AGREEMENTTerm Loan Agreement • August 13th, 2019 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent.
CONTRIBUTION AGREEMENTContribution Agreement • August 13th, 2019 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 7th day of August, 2019 by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“Borrower”), CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“CVOP II”), 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 (CVOP II, 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”).
FOURTH AMENDED AND RESTATED CONTRIBUTION AGREEMENTContribution Agreement • August 13th, 2019 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts • New York
THIS FOURTH AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 7th day of August, 2019 by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“Borrower”), CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“CVOP II”), 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 (CVOP II, 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”).
