INDEMNIFICATION AGREEMENTIndemnification Agreement • July 7th, 2020 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the __ day of _____, 20__, by and between Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), and _____ (“Indemnitee”).
Forward ConfirmationForward Confirmation • March 14th, 2024 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Mizuho Markets Americas LLC (“Dealer”) (with Mizuho Securities USA LLC acting as agent, the “Agent”) and Essential Properties Realty Trust, Inc. (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below.
AGREEMENT OF LIMITED PARTNERSHIP OF ESSENTIAL PROPERTIES, L.P. a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY...Limited Partnership Agreement • June 26th, 2018 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • Delaware
Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Partnership taxable year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. This Section 1(c) is intended to constitute a qualified income offset under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
Essential Properties, L.P. Underwriting AgreementUnderwriting Agreement • June 28th, 2021 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
Essential Properties, L.P., a Delaware limited partnership (the “Operating Partnership”) and a subsidiary of Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company” and, together with the Operating Partnership, the “Transaction Entities”), propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $400,000,000 principal amount of 2.950% senior notes of the Operating Partnership (the “Notes”). The principal, premium, if any, and interest in respect of the Notes will be fully and unconditionally guaranteed by the Company (the “Guarantee” and, together with the Notes, the “Securities”).
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2024 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New Jersey
This Amended & Restated Employment Agreement (this “Agreement”), dated and effective as of October 3, 2024 (the “Effective Date”), is made by and between Essential Properties Realty Trust, Inc., a Maryland corporation (together with any successor thereto, the “Company”), and Mark E. Patten (the “Executive”). This Agreement amends and restates in its entirety the Employment Agreement, dated July 7, 2020 and effective as of August 10, 2020, by and between the Company and the Executive (the “Prior Agreement”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 16th, 2022 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 10, 2022 (this “Agreement”), is among ESSENTIAL PROPERTIES REALTY TRUST, INC., a Maryland real estate investment trust (the “Parent REIT”), ESSENTIAL PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”), the Subsidiary Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”), Barclays Bank PLC, as Existing Agent (defined below), and the Lenders party hereto.
REGISTRATION RIGHTS AGREEMENT by and among ESSENTIAL PROPERTIES REALTY TRUST, INC. and the other parties hereto Dated as of June 25, 2018Registration Rights Agreement • June 26th, 2018 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 25, 2018 and is by and among Essential Properties Realty Trust, Inc. (the “Company”) and the Holders (as defined below) from time to time party hereto.
ESSENTIAL PROPERTIES, L.P., ESSENTIAL PROPERTIES REALTY TRUST, INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF JUNE 28, 2021 TO INDENTURE DATED JUNE 28, 2021 OF 2.950% SENIOR NOTES DUE 2031First Supplemental Indenture • June 28th, 2021 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is entered into as of June 28, 2021 among Essential Properties, L.P., a Delaware limited partnership (the “Company”), Essential Properties Realty Trust, Inc., a Maryland corporation, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
ESSENTIAL PROPERTIES REALTY TRUST, INC. PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • June 14th, 2018 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of [ ], 2018, by and between Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), and Security Benefit Life Insurance Company, a Kansas stock insurance company (the “Purchaser”).
Essential Properties Realty Trust, Inc. Common Stock ($0.01 par value) ATM EQUITY OFFERING SALES AGREEMENTAtm Equity Offering Sales Agreement • October 25th, 2024 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Latham & Watkins LLP, Los Angeles, CA, or at such other place as shall be agreed upon by the Underwriter and the Company, at 9:00 A.M. (New York City time) on the first (or second, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 9(c) of the Sales Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company (such time and date of payment and delivery being herein called “Settlement Date”).
SCF RC Funding I LLC as an Issuer, SCF RC Funding II LLC as an Issuer, SCF RC Funding III LLC as an Issuer, and EACH JOINING PARTY each, as an Issuer, SCF REALTY CAPITAL LLC as Property Manager and Special Servicer, MIDLAND LOAN SERVICES, A DIVISION...Property Management and Servicing Agreement • May 25th, 2018 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED PROPERTY MANAGEMENT AND SERVICING AGREEMENT, dated as of July 11, 2017 (this “Agreement”), is made among SCF RC Funding I LLC, SCF RC Funding II LLC, SCF RC Funding III LLC and each Joining Party, each as an issuer (each, an “Issuer” and collectively, the “Issuers”), SCF Realty Capital LLC (“SCF Realty Capital”), as property manager and special servicer (together with its successors in such capacities, the “Property Manager” and “Special Servicer,” respectively), Citibank, N.A., not individually but solely as indenture trustee (together with its successors in such capacity, the “Indenture Trustee”) and Midland Loan Services, a division of PNC Bank, National Association, as back-up manager (together with its successors in such capacity, the “Back-Up Manager”).
Essential Properties Realty Trust, Inc. Common Stock ($0.01 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offering Sales Agreement • July 30th, 2021 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
In addition, in the event that any or all of the Option Securities are purchased by the Underwriter, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Underwriter and the Company, on each Date of Delivery as specified in the notice from the Underwriter to the Company.
AMENDED AND RESTATED MASTER INDENTURE Dated as of July 11, 2017 among SCF RC FUNDING I LLC, as an Issuer, SCF RC FUNDING II LLC, as an Issuer, SCF RC FUNDING III LLC, as an Issuer, and CITIBANK, N.A., as Indenture Trustee NET- LEASE MORTGAGE NOTESMaster Indenture • May 25th, 2018 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED MASTER INDENTURE, dated as of July 11, 2017 (as amended, modified or supplemented from time to time as permitted hereby, the “Indenture”), among SCF RC FUNDING I LLC, a Delaware limited liability company, as an issuer (“SCF I”), SCF RC FUNDING II LLC, a Delaware limited liability company, as an issuer (“SCF II”), SCF RC FUNDING III LLC, a Delaware limited liability company, as an issuer (“SCF III” and, collectively with SCF I and SCF II, the “Issuers”) and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”) under this Indenture.
Essential Properties Realty Trust, Inc. Common Stock, $0.01 Par Value per Share Underwriting AgreementUnderwriting Agreement • March 14th, 2024 • Essential Properties Realty Trust, Inc. • Real estate investment trusts
Reference is made to the Underwriting Agreement, dated [l], 2024 (the “Underwriting Agreement”), among Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), Essential Properties, L.P., a Delaware limited partnership, and BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Securities, Inc. and Mizuho Securities USA LLC as representatives of the underwriters named in Schedule I thereto (the “Representatives”). Each capitalized term used but not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 17th, 2024 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 12, 2019, among ESSENTIAL PROPERTIES REALTY TRUST, INC., a Maryland corporation (the “Parent REIT”), ESSENTIAL PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and WELLS FARGO SECURITIES, LLC as sustainability structuring agent (in such capacity, the “Sustainability Structuring Agent”).
STOCKHOLDERS AGREEMENT among ESSENTIAL PROPERTIES REALTY TRUST, INC., ELDRIDGE INDUSTRIES, LLC and THE OTHER STOCKHOLDERS FROM TIME TO TIME PARTY HERETO Dated as of June 25, 2018Stockholders Agreement • June 26th, 2018 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • Maryland
THIS STOCKHOLDERS AGREEMENT (as amended, modified or supplemented in accordance with the terms hereof, this “Agreement”) is entered into as of June 25, 2018, by and among Essential Properties Realty Trust, Inc., a Maryland corporation (the “Company”), Eldridge Industries, LLC, a Delaware limited liability company (“Eldridge”), and any other stockholders that may from time to time become party hereto (together with Eldridge, collectively, the “Sponsor Stockholders”).
Re:Amendment No. 1 to Separation Agreement and Release Dear Hillary:Separation Agreement and Release • May 11th, 2020 • Essential Properties Realty Trust, Inc. • Real estate investment trusts
This Amendment No. 1, dated as of April 29, 2020 (“Amendment No. 1”), to the Separation Agreement and Release, dated as of March 16, 2020 ("Agreement"), amends the agreement reached concerning the separation of your employment with SCF Realty Servicing Company LLC, a subsidiary of Essential Properties Realty Trust, Inc. The term “Company” shall mean Essential Properties Realty Trust, Inc., a Maryland corporation, collectively with its current and former parent companies, subsidiaries and affiliates, and their respective current and former successors, predecessors, assigns, representatives, agents, attorneys, stockholders, partners, officers, directors and employees, both individually and in their official capacities.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 22nd, 2022 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 18, 2022 (this “Agreement”), is among ESSENTIAL PROPERTIES REALTY TRUST, INC., a Maryland corporation (the “Parent REIT”), ESSENTIAL PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”), CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”), and the Lenders party hereto.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. CONSULTING...Consulting Agreement • July 29th, 2022 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New Jersey
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of June 25, 2022, is by and between Gregg A. Seibert (the “Consultant”) and Essential Properties Realty Trust, Inc., a Maryland corporation (together with its subsidiaries, the “Company”), with a principal place of business located at 902 Carnegie Center Boulevard, Suite 520, Princeton, NJ 08540.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 27th, 2019 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 22, 2019 (this “First Amendment”), among ESSENTIAL PROPERTIES REALTY TRUST, INC., a Maryland real estate investment trust (the “Parent REIT”), ESSENTIAL PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”), BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”) and the Lenders party hereto.
SCF RC FUNDING I LLC, as an Issuer, SCF RC FUNDING II LLC, as an Issuer, and CITIBANK, N.A., as Indenture Trustee AMENDED AND RESTATED SERIES 2016-1 SUPPLEMENT Dated as of July 11, 2017 to MASTER INDENTURE Dated as of December 7, 2016 NET-LEASE...Amended and Restated Series 2016-1 Supplement • May 25th, 2018 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED SERIES 2016-1 SUPPLEMENT, dated as of July 11, 2017 (the “Series 2016-1 Supplement”), among SCF RC FUNDING I LLC, SCF RC FUNDING II LLC (each an “Issuer” and together, the “Issuers”) and the Indenture Trustee.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 29th, 2022 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 25, 2022 (this “Agreement”), is among ESSENTIAL PROPERTIES REALTY TRUST, INC., a Maryland real estate investment trust (the “Parent REIT”), ESSENTIAL PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”), the Subsidiary Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”), and the Lenders party hereto.
Re:Separation Agreement and ReleaseSeparation Agreement and Release • March 18th, 2020 • Essential Properties Realty Trust, Inc. • Real estate investment trusts
This Separation Agreement and Release (“Agreement”) sets forth the agreement reached concerning the separation of your employment with Essential Properties Realty Trust, Inc., including its current and former parents, subsidiaries and affiliates, and their respective current and former successors, predecessors, assigns, representatives, agents, attorneys, stockholders, partners, officers, directors and employees, both individually and in their official capacities (collectively, the “Company”).
SCF RC FUNDING I LLC, SCF RC FUNDING II LLC, and SCF RC FUNDING III LLC, each, as an Issuer, and CITIBANK, N.A., as Indenture Trustee SERIES 2017-1 SUPPLEMENT Dated as of July 11, 2017 to AMENDED AND RESTATED MASTER INDENTURE Dated as of July 11, 2017...Supplement to Master Indenture • May 25th, 2018 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
SERIES 2017-1 SUPPLEMENT, dated as of July 11, 2017 (the “Series 2017-1 Supplement”), among SCF RC FUNDING I LLC, SCF RC FUNDING II LLC, SCF RC FUNDING III LLC (each an “Issuer” and collectively, the “Issuers”) and CITIBANK, N.A. (the “Indenture Trustee”).
CERTIFICATE OF NOTICEStockholders Agreement • March 2nd, 2020 • Essential Properties Realty Trust, Inc. • Real estate investment trusts
FIRST: The Stockholders Agreement, dated as of June 25, 2018, by and among Essential Properties Realty Trust, Inc., a Maryland corporation (the “Corporation”), and parties named therein, terminated on July 22, 2019 in accordance with its terms.
ESSENTIAL PROPERTIES L.P. PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • June 14th, 2018 • Essential Properties Realty Trust, Inc. • Real estate investment trusts • New York
PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of [ ], 2018, by and between Essential Properties, L.P., a Delaware limited partnership (the “Partnership”), and Security Benefit Life Insurance Company, a Kansas stock insurance company (the “Purchaser”).
