LENDER JOINDER AGREEMENT
EXHIBIT 10.3
This LENDER JOINDER AGREEMENT (this "Agreement"), dated as of March 26, 2014, to the Credit Agreement (as defined below) is by and among BOKF, NA d/b/a BANK OF KANSAS CITY (the "Issuing Lender"), EPR PROPERTIES, a Maryland real estate investment trust, and the Subsidiary Borrowers that are signatories hereto (each, a “Borrower” and, collectively, the “Borrowers”) and KEYBANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below).
RECITALS
WHEREAS, the Borrowers, the other Lenders party thereto and the Administrative Agent entered into that certain Amended and Restated Credit Agreement dated as of July 23, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement");
WHEREAS, the Borrowers have requested an increase in the aggregate Commitments pursuant to Section 2.14 of the Credit Agreement; and
WHEREAS, the Issuing Lender has agreed to provide a Commitment on the terms and conditions set forth herein and under the Credit Agreement.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1.The Issuing Lender hereby agrees to issue its Commitment in the aggregate amount set forth on Annex A hereto, with the increase in the aggregate Commitments being handled on pro rata basis with all Lenders in accordance with Section 2.14(e)(v)(A) of the Credit Agreement.
2.The Issuing Lender (a) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to issue its Commitment under the Credit Agreement; (b) confirms it has received a copy of the Credit Agreement, and has received or has been afforded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to issue its Commitment under the Credit Agreement; (c) confirms it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to issue its Commitment under the Credit Agreement; (d) if it is a Foreign Lender, agrees to provide any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Issuing Lender; and (e) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
3.Borrowers hereby represent and warrant that (1) they have full power and authority, and have taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to issue the Indebtedness under the Credit Agreement in accordance with this Agreement, (2) the representations and warranties of the Borrowers in the Credit Agreement and in each other Loan Document are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, to the knowledge of the Borrowers, they are true and correct as of such earlier date, and except to the extent of changes resulting from transactions contemplated and permitted by the Credit Agreement and changes occurring in the ordinary course of business (in each case to the extent not constituting a Default or Event of Default),
(3) no Default or Event of Default exists and is continuing or would result from the increase in the aggregate Commitments as contemplated in this Agreement (including on a pro forma basis relative to financial covenant compliance), and (4) the incurrence of Indebtedness in an aggregate principal amount equal to the full Facility Amount after giving effect to all Commitment increases and new Commitments contemplated in this Agreement does not and will not result in a breach of, or a default under, any agreement to which any Borrower is a party.
4.In addition to any other fees due Administrative Agent or the Lenders under the Credit Agreement or the Fee Letter, Borrowers agree to pay to Issuing Lender on the date hereof an upfront fee as agreed to between Issuing Lender and Borrowers.
5.Any notice to be provided to the Issuing Lender under the Loan Documents shall be sent to the following address: BOKF, NA d/b/a Bank of Kansas City, 0000 Xxxxxxx Xxxx., Xxxxx 0000, Xxxxxxxx Xxxx, XX 00000, Attention: Xxxxxxx Xxx, Senior Vice President.
6.This Agreement may be executed in any number of counterparts and by the various parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one contract. Delivery of an executed counterpart of this Agreement by telecopier or .pdf shall be effective as delivery of a manually executed counterpart of this Agreement.
7.This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York.
8.ENTIRE AGREEMENT. This Agreement and the Loan Documents represent the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements among the parties.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer as of the date first above written.
ISSUING LENDER: | BOKF, NA d/b/a BANK OF KANSAS CITY |
as Issuing Lender
By: /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Senior Vice President
[Signature Page to Lender Joinder Agreement]
BORROWERS:
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
30 WEST PERSHING, LLC
EPT DOWNREIT II, Inc.
EPT HUNTSVILLE, INC.
MEGAPLEX FOUR, INC.
WESTCOL CENTER, LLC
EPT MELBOURNE, INC.
CROTCHED MOUNTAIN PROPERTIES, LLC
EDUCATION CAPITAL SOLUTIONS, LLC
EPR HIALEAH, INC.
EPT 909, INC.
EPT CROTCHED MOUNTAIN, INC.
EPT KALAMAZOO, INC.
EPT MAD RIVER, INC.
EPT MOUNT ATTITASH, INC.
EPT MOUNT SNOW, INC.
EPT NINETEEN, INC.
EPT SKI PROPERTIES, INC.
EPT WATERPARKS, INC.
MEGAPLEX NINE, INC.
ECS XXXXXXX I, LLC
EPT DALLAS, LLC
EPT FONTANA, LLC
EPT TWIN FALLS, LLC
FLIK, INC.
EPT GULF POINTE, INC.
EPT MESQUITE, INC.
EPT SOUTH BARRINGTON, INC.
EPT OAKVIEW, INC.
ECE I, LLC
EPT CHARLOTTE, LLC
EPT PENSACOLA, INC.
CANTERA 30 THEATRE, L.P.
TAMPA VETERANS 24, L.P.
NEW ROC ASSOCIATES, L.P.
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Vice President
[Signature Page to Lender Joinder Agreement]
Accepted and Agreed:
KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ Xxxx X. XxXxxxx
Name: Xxxx X. XxXxxxx
Title: Vice President
[Signature Page to Lender Joinder Agreement]
Annex A to
COMMITMENT
Issuing Lender | Commitment |
BOKF, NA d/b/a BANK OF KANSAS CITY | $10,000,000.00 |
