THIS AMENDED AND RESTATED CREDIT AGREEMENT AMENDS AND RESTATES THAT CERTAIN CREDIT AND GUARANTY AGREEMENT DATED AUGUST 5, 2015 (AS THE SAME WAS AMENDED FROM TIME TO TIME, THE EXISTING CREDIT AGREEMENT), ENTERED INTO BETWEEN CTR PARTNERSHIP, L.P., AS BORROWER, CARETRUST REIT, INC., AS REIT GUARANTOR, THE OTHER GUARANTORS PARTY THERETO, KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, KEYBANC CAPITAL MARKETS, RAYMOND JAMES BANK, N.A. AND BMO CAPITAL MARKETS, AS JOINT LEAD ARRANGERS AND BOOK MANAGERS, RAYMOND JAMES BANK, N.A. AND BMO CAPITAL MARKETS, AS CO-SYNDICATION AGENTS, BARCLAYS BANK PLC AND RBC CAPITAL MARKETS, AS CO-DOCUMENTATION AGENTS, AND THE VARIOUS LENDERS PARTY THERETO
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
THIS AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (as the same may be further amended, restated, supplemented or otherwise modified from time to time, this Agreement) is made and entered into as of February 8, 2019 (the Effective Date) by and among CTR PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), CARETRUST REIT, INC., a Maryland corporation (the REIT Guarantor), the other Guarantors identified herein, the several banks and other financial institutions and lenders from time to time party hereto (the Lenders) and KEYBANK NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders, as an issuing bank and as swingline lender.
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Lenders establish a revolving credit facility in an aggregate principal amount of up to $600,000,000 in favor of the Borrower; and
WHEREAS, the Borrower has requested that the Lenders establish a term loan facility in an aggregate principal amount of $200,000,000 in favor of the Borrower; and
WHEREAS, subject to the terms and conditions of this Agreement, the Lenders, the Issuing Banks and the Swingline Lender, to the extent of their respective Commitments as defined herein, are willing severally to establish the requested revolving credit facility, term loan facility, incremental term loan facility (as applicable pursuant to Section 2.23), letter of credit subfacility and swingline subfacility in favor of the Borrower;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower, the Lenders, the Administrative Agent, the Issuing Banks and the Swingline Lender agree as follows:
Section 1.1. Definitions.
In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):
Acquisition shall mean (i) any Investment by the REIT Guarantor or any of its Subsidiaries in any other Person organized in the United States (with all or substantially all of the assets of such Person and its Subsidiaries located in the United States), pursuant to which such Person shall become a Subsidiary of the REIT Guarantor or any of its Subsidiaries or shall be merged or otherwise consolidated or combined with the REIT Guarantor or any of its Subsidiaries or (ii) any acquisition by the REIT Guarantor or any of its Subsidiaries of the assets of any Person (other than a Subsidiary of the REIT Guarantor) that constitutes all or substantially all of the assets of such Person or a division or business unit of such Person or any acquisition of one or more Real Property Assets, whether through purchase, capital lease, exercise of an option to purchase, merger or other business combination or transaction (and all or substantially all of such assets, division or business unit are located in the United States). With respect to a determination of the amount of an Acquisition, such amount shall include all consideration (including any deferred payments) set forth in the applicable agreements governing such Acquisition as well as the assumption of any Indebtedness in connection therewith.