Third Amendment to Note Purchase Agreement, dated as of April 10, 2018, among STAG Industrial Operating Partnership, L.P., STAG Industrial, Inc. and the noteholders named therein

THIS THIRD AMENDMENT dated as of April 10, 2018 (the or this “Third Amendment”) to the Note Purchase Agreement dated as of April 16, 2014 is between STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Issuer”), STAG INDUSTRIAL, INC., a Maryland corporation (the “Parent”) and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).

A.    The Issuer, the Parent and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of April 16, 2014 (the “Note Purchase Agreement”). The Issuer has heretofore issued the (i) $50,000,000 aggregate principal amount of its 4.98% Senior Guaranteed Notes, Series A, due October 1, 2024 (the “Series A Notes”) and (ii) $50,000,000 aggregate principal amount of its 4.98% Senior Guaranteed Notes, Series B, due July 1, 2026 (the “Series B Notes”; together with the Series A Notes, the “Notes”) pursuant to the Note Purchase Agreement.

B.    The Noteholders are the holders of more than 50% of the outstanding principal amount of the Notes and constitute the Required Holders pursuant to the Note Purchase Agreement.

C.    The Issuer, the Parent and the Noteholders now desire to amend the Note Purchase Agreement.

D.    Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined.

E.    All requirements of law have been fully complied with and all other acts and things necessary to make this Third Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Third Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Parent and the Noteholders do hereby agree as follows:

Section 1.1.    Section 10.2 of the Note Purchase Agreement shall be and is hereby amended by replacing such Section in its entirety with the following:

Section 10.2.    Merger, Consolidation, Etc. Neither the Parent nor the Issuer will, nor will they permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

(a)    the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Parent, the Issuer or a Subsidiary Guarantor as an entirety, as the case may be, shall be a solvent corporation or limited liability company, or limited partnership organized and existing under the laws of the United States or any state thereof including the District of Columbia (such successor, the “Successor”), and, if the Parent (other than in a transaction including the Issuer), the Issuer or such Subsidiary Guarantor (other than in a transaction involving the Parent, the Issuer or another Subsidiary Guarantor) as

applicable, is not such Successor, (i) such Successor shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement (in a transaction involving the Parent or Issuer), the Affiliate Guaranty (in a transaction involving a Guarantor), and the Notes (in a transaction involving the Issuer) and (ii) such Successor shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;

(b)    the Parent and each other Subsidiary Guarantor under any Affiliate Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Affiliate Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; provided that such documentation is not required in any transaction in which a Subsidiary Guarantor consolidates with or merges with any other Subsidiary Guarantor or conveys, transfers or leases all or substantially all of its assets in a single transaction or series of transactions to another Subsidiary Guarantor; and

(c)    immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, no Default or Event of Default shall have occurred and be continuing.

Without limiting the provisions of Section 9.7(b), no such conveyance, transfer or lease of substantially all of the assets of the Parent, the Issuer or such other Guarantor, as the case may be, shall have the effect of releasing the Parent, the Issuer or such other Guarantor, as the case may be, or any successor corporation, limited liability company or limited partnership that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement or the Notes or the Affiliate Guaranties, as the case may be.

Section 1.2.    Section 10.6 of the Note Purchase Agreement shall be and is hereby amended by replacing such Section in its entirety with the following:

Section 10.6.    Financial Covenants. (i) The Parent and the Issuer shall not, directly or indirectly, permit:

(a)    Maximum Consolidated Leverage Ratio. As of the last day of any fiscal quarter, the Consolidated Leverage Ratio to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur and the Consolidated Leverage Ratio shall have been less than sixty percent (60%) for at least one full fiscal quarter immediately preceding the proposed Consolidated Leverage Ratio Covenant Holiday, then, at the election of the Issuer upon delivery of prior written notice to the holders of Notes, concurrently with or prior to the delivery of a compliance certificate pursuant to Section 7.2 and provided that no Default or Event of Default shall have occurred and be continuing, the maximum Consolidated Leverage Ratio covenant level shall be increased to sixty-five (65%) for the fiscal quarter in which such Material Acquisition is consummated and the three (3) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition is consummated (any such increase a “Consolidated Leverage Ratio Covenant Holiday”); provided further that not more than two (2) Consolidated Leverage Ratio Covenant Holidays may be elected by the Issuer during the term of this Agreement; and provided further that the Company shall be obligated to pay the Incremental Interest during any Consolidated Leverage Ratio Covenant Holiday as provided for in clause (ii) below;

(b)    Maximum Secured Leverage Ratio. As of the last day of any fiscal quarter, the Secured Leverage Ratio to exceed forty percent (40%);

(c)    Maximum Unencumbered Leverage Ratio. As of the last day of any fiscal quarter, the Unencumbered Leverage Ratio to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur and the Unencumbered Leverage Ratio shall have been less than sixty percent (60%) for at least one full fiscal quarter immediately preceding the proposed Unencumbered Leverage Ratio Covenant Holiday, then, at the election of the Issuer upon delivery of prior written notice to the holders of the Notes, concurrently with or prior to the delivery of a compliance certificate pursuant to Section 7.2, and provided that no Default or Event of Default shall have occurred and be continuing, the maximum Unencumbered Leverage Ratio covenant level shall be increased to sixty-five (65%) for the fiscal quarter in which such Material Acquisition is consummated and the three (3) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition is consummated (any such increase an “Unencumbered Leverage Ratio Covenant Holiday”); provided further that not more than two (2) Unencumbered Leverage Ratio Covenant Holidays may be elected by the Issuer during the term of this Agreement; and provided further that the Company shall be obligated to pay the Incremental Interest during any Unencumbered Leverage Ratio Covenant Holiday as provided for in clause (ii) below;

(d)    Minimum Interest Coverage Ratio. As of the last day of any fiscal quarter, the Interest Coverage Ratio for the Parent, on a consolidated basis, for the fiscal quarter then ended, to be less than one hundred and fifty percent (150%); and

(e)    Minimum Unsecured Interest Coverage Ratio. As of the last day of any fiscal quarter, the Unsecured Interest Coverage Ratio to be less than or equal to one hundred and seventy‑five percent (175%).

(ii)    Incremental Interest. (A) If the Consolidated Leverage Ratio or the Unencumbered Leverage Ratio exceeds, or both exceed, sixty percent (60%) as permitted by Section 10.6(a) or (c), as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the interest rate payable on the Notes shall be increased by 0.25% per annum (the “Incremental Interest”). Such Incremental Interest shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall continue to accrue until the Issuer has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, neither the Consolidated Leverage Ratio nor the Unencumbered Leverage Ratio, is more than sixty percent (60%). In the event such Officer’s Certificate is delivered evidencing that neither the Consolidated Leverage Ratio nor the Unencumbered Leverage Ratio is more than sixty percent (60%), the Incremental Interest shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered.

(B)    The Issuer shall pay to each holder of a Note the amount attributable to the Incremental Interest (the “Incremental Interest Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (or its predecessor(s) in interest) as of the first day that Incremental Interest begins to accrue pursuant to Section 10.6(ii)(A) above, (ii) 0.25% (to reflect the Incremental Interest) and (iii) 0.25 (to reflect that the Incremental Interest is calculated quarterly). The Incremental Interest Payment due, if any, shall be paid in conjunction with the semiannual interest payments due under the Notes by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement.

(C)    For avoidance of doubt, no Incremental Interest will be used in calculating any Make-Whole Amount. Furthermore, any Incremental Interest due as a result of a Consolidated Leverage Ratio Holiday is not cumulative with any Incremental Interest due as a result of an Unencumbered Leverage

Ratio Holiday and vice versa; therefore, the maximum Incremental Interest due hereunder is 0.25% per annum.

(D)    Notwithstanding the foregoing, if any Primary Credit Facility includes provisions related to a Consolidated Leverage Ratio Covenant Holiday or an Unencumbered Leverage Ratio Covenant Holiday (including any substantially similar concepts and any related definitions, the “Bank Covenant Holiday Provisions”) and such Bank Covenant Holiday Provisions are, after the date of Closing, deleted or made more favorable to the lenders thereunder, such deletion or favorable amendments will be incorporated herein, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such deletion or amendment occurs.

(iii)     Only for so long as such covenants are also included in any Primary Credit Facility, the Parent and the Issuer shall not, directly or indirectly, permit:

(a)    Maximum Secured Recourse Debt. As of the last day of any fiscal quarter, the Secured Recourse Debt Ratio to exceed seven‑and‑one‑half percent (7.5%);

(b)    Minimum Fixed Charge Ratio. As of the last day of any fiscal quarter, the Fixed Charge Ratio for the Parent, on a consolidated basis, for the fiscal quarter then ended, annualized, to be less than or equal to one hundred and fifty percent (150%);

(c)    Minimum Tangible Net Worth. As of the last day of any fiscal quarter, the Tangible Net Worth of Parent, on a consolidated basis, to be less than the sum of (i) $996,305,000, plus (ii) seventy‑five percent (75%) of net proceeds of any Equity Issuances received by Parent or Issuer after December 18, 2014 (other than proceeds received within ninety (90) days after the redemption, retirement or repurchase of ownership or equity interests in Issuer or Parent, up to the amount paid by Issuer or Parent in connection with such redemption, retirement or repurchase, where, for the avoidance of doubt, the net effect is that neither Issuer nor Parent shall have increased its Tangible Net Worth as a result of any such proceeds); and

(d)    Notwithstanding the foregoing, provided that no Default or Event of Default has occurred and is then continuing, if any of Sections 10.6(iii)(a), (b) or (c) are subsequently amended or modified in the Primary Credit Facility, such amendment or modification shall be deemed incorporated by reference into this Agreement, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective in the Primary Credit Facility, provided, further, that in the event that any fee is paid to any party under the Primary Credit Facility solely to effectuate any such amendment or modification, the holders of the Notes shall have received an equivalent fee on a pro rata basis prior to or concurrently with the effectiveness of any such amendment or modification. “Equivalent fee” means an amount equal to the percentage determined by dividing the fee paid under the Primary Credit Facility by the principal outstanding amount under the Primary Credit Facility multiplied by the aggregate outstanding principal amount of the Notes.

Section 1.3.     Schedule B of the Note Purchase Agreement shall be and is hereby amended by deleting and replacing the following definitions as set forth below:

“Acceptable Ground Lease” means a ground lease with respect to an Acceptable Property executed by the Issuer or a Subsidiary Guarantor, as lessee, that (i) has a remaining lease term (including extension or renewal rights) of at least twenty‑five (25) years, calculated as of the date the Issuer or a Subsidiary Guarantor acquired such Acceptable Property and for which approval has been obtained, to the extent any approval is required under any Material Credit Facility, or (ii) has a bargain purchase option (as defined in accordance with GAAP).

“Consolidated Fixed Charges” means, on a consolidated basis, for any Person for any period, the sum (without duplication) of (a) Consolidated Interest Expense, (b) provision for cash income taxes made by such Person on a consolidated basis in respect of such period, (c) scheduled principal amortization payments due during such period on account of Indebtedness of such Person (excluding Balloon Payments), and (d) Restricted Payments paid in cash with respect to preferred Equity Interests of such Person during such period (other than any repayments of principal with respect to preferred Equity Interests).

“Construction in Progress” means each Property that is either (a) new ground up construction, (b) under renovation in which (i) greater than thirty percent (30%) of the square footage of such Property is unavailable for occupancy due to renovation and (ii) no rents are being paid on such square footage or (c) a building expansion. A Property will cease to be classified as “Construction in Progress” on the earlier to occur of (A) the time that such Property has an Occupancy Rate of greater than eighty percent (80%), or (B) one hundred eighty (180) days after completion of construction, renovation or expansion of such Property, as applicable.

“Dark Property” means any Property as to which, as of the last day of the Current Reporting Quarter, (a) all leases have terminated, (b) the Company is not recognizing revenue from any tenants in accordance with GAAP or (c) the Adjusted NOI for such Property is negative.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)    all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)    net obligations of such Person under any Swap Contract;

(d)    all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, either (i) not past due for more than one hundred and eighty (180) days or (ii) being contested in good faith by appropriate proceedings diligently conducted);

(e)    Capital Lease Obligations;

(f)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any ownership interest (excluding perpetual preferred ownership interests) in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus (without duplication and only to the extent required to be paid) accrued and unpaid dividends;

(g)    all Guaranties of such Person in respect of any of the foregoing (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to non-recourse liability); and

(h)    all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any lien on Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, but limited to the lesser of (i) the fair market value of the property subject to such lien and (ii) the aggregate amount of the obligations so secured.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general

partner or a joint venturer, unless such Indebtedness is expressly made non‑recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date; provided that, solely for purposes of calculating the financial covenants set forth in Sections 10.6(i)(a), (b), (c) and (ii)(a), Indebtedness shall exclude the net obligations of the Parent on a consolidated basis under Swap Contracts entered into to hedge or mitigate any interest rate risk in respect of borrowed money for which the Parent, the Issuer or any Subsidiary has actual exposure. The amount of any Capital Lease Obligations as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Primary Credit Facility” shall mean either:

(a)     the Term Loan Agreement dated as of July 28, 2017 among the Issuer, the Parent, Bank of America, N.A., as administrative agent and the other lenders party thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;

(b)    the Amended and Restated Term Loan Agreement dated as of December 20, 2016 among the Issuer, the Parent, Wells Fargo Bank, National Association as administrative agent and the other lenders party thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;

(c)    the Second Amended and Restated Term Loan Agreement dated as of December 20, 2016 among the Issuer, the Parent, Wells Fargo Bank, National Association as administrative agent and the other lenders party thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;

(d)    the Term Loan Agreement dated as of September 29, 2015 among the Issuer, the Parent and Wells Fargo Bank, National Association, as administrative agent and the other lenders party thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof; or

(e)    the Credit Agreement, dated as of December 18, 2014, among the Issuer, Parent, Wells Fargo Bank, National Association, as the administrative agent, an L/C issuer and the swing line lender, and the other lenders party thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof.

“Unencumbered Adjusted NOI” means, for any period, the aggregate Adjusted NOI of all Unencumbered Properties excluding any Dark Property for such period.

“Unencumbered Asset Value” means without duplication, the sum of, for each Unencumbered Property owned or ground leased for the Current Reporting Quarter, (i) an amount equal to (x) the Unencumbered Adjusted NOI attributable to such Unencumbered Property for such Current Reporting Quarter multiplied by (y) four (4), divided by (ii) the Capitalization Rate.

Section 1.4.    Schedule B of the Note Purchase Agreement shall be and is hereby amended by adding the following definitions in alphabetical order:

“Bank Covenant Holiday Provisions” is defined in Section 10.6(ii)(D).

“Incremental Interest” is defined in Section 10.6(ii)(A).

“Incremental Interest Payment” is defined in Section 10.6(ii)(B).

“Material Acquisition” means any acquisition (or series of related acquisitions) or investments (or series of related investments) permitted by this Agreement and consummated in accordance with the terms of this Agreement for which the aggregate consideration paid in respect of such acquisition or investment (including any Indebtedness

assumed in connection therewith) exceeds 10% of Total Asset Value for the current fiscal quarter, without giving pro forma effect to such acquisition.

Section 2.1.    To induce the Noteholders to execute and deliver this Third Amendment (which representations shall survive the execution and delivery of this Third Amendment), the Issuer and the Parent represent and warrant to the Noteholders that:

(a)    this Third Amendment has been duly authorized, executed and delivered by it and this Third Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Issuer enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(b)    the Note Purchase Agreement, as amended by this Third Amendment, constitute the legal, valid and binding obligations, contracts and agreements of the Issuer and the Parent enforceable against each in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c)    the execution, delivery and performance by the Issuer and the Parent of this Third Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or the Issuer’s or Parent’s certificate of limited partnership, articles of organization, by‑laws or limited partnership agreement, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon the Issuer or the Parent or (3) any provision of any material indenture, agreement or other instrument to which the Issuer or the Parent is a party or by which its properties or assets are or may be bound, including, without limitation, any one of the Primary Credit Facilities, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); and

(d)    as of the date hereof and after giving effect to this Third Amendment, no Default or Event of Default has occurred which is continuing.

Section 3.1.    This Third Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied (the “Effective Date”):

(a)    executed counterparts of this Third Amendment, duly executed by the Issuer, the Parent and the holders of more than 50% of the outstanding principal of the Notes, including executed counterparts of the confirmation and agreement by the Subsidiary Guarantors, shall have been delivered to the Noteholders;

(b)    the Noteholders shall have received evidence satisfactory to them that the Note Purchase Agreement dated as of December 18, 2014 among the Issuer, the Parent and the purchasers thereto has been amended substantially in the same form as set forth by the amendments included herein;

(c)    the Noteholders shall have received evidence satisfactory to them that the Note Purchase Agreement dated as of December 1, 2015 among the Issuer, the Parent and the purchasers thereto has been executed and delivered in substantially in the same form as set forth by the amendments included herein;

(d)    the Noteholders shall have received evidence satisfactory to them that the Note Purchase Agreement dated as of date hereof among the Issuer, the Parent and the purchasers thereto has been executed and delivered in substantially in the same form as set forth by the amendments included herein;

(e)    the representations and warranties of the Issuer and the Parent set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and

(f)    the fees and expenses of Chapman and Cutler, LLP, counsel to the Noteholders, shall have been paid by the Issuer, in connection with the negotiation, preparation, approval, execution and delivery of this Third Amendment.

Upon receipt of all of the foregoing, this Third Amendment shall become effective.

Section 4.1.    This Third Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Third Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

Section 4.2.    Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Third Amendment may refer to the Note Purchase Agreement without making specific reference to this Third Amendment but nevertheless all such references shall include this Third Amendment unless the context otherwise requires.

Section 4.3.    The descriptive headings of the various Sections or parts of this Third Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 4.4.    This Third Amendment shall be governed by and construed in accordance with New York law.

    

Section 4.5.    The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Third Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

Each of the undersigned hereby confirms and agrees that the Affiliate Guaranty to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date each reference therein to the Note Purchase Agreement shall refer to the Note Purchase Agreement after giving effect to this Third Amendment. Without limiting the foregoing, each such Guarantor waives all defenses, claims, counterclaims, rights of recoupment or set-off with respect to any of such Guarantor’s obligations under its Affiliate Guaranty.

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