VEREIT, Inc., a Maryland-based realestate management firm, entered, into a $2.9 billion credit agreement dated as of May 23, 2018 by and among the Operating Partnership, as borrower, the Company, as guarantor, the financial institutions from time to time party thereto as lenders, Wells Fargo Bank, National Association, as the administrative agent, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, and Barclays Bank PLC, BMO Capital Markets Corp., Capital One, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A. and U.S. Bank National Association, as joint lead arrangers. The Credit Agreement provides for a $900.0 million unsecured delayed-draw term loan facility and a $2.0 billion unsecured revolving credit facility. The Company has guaranteed the obligations of the Operating Partnership in respect of the Credit Facilities.

Loans under the Term Facility generally bear interest at an annual rate of LIBOR plus 0.85% to 1.75% or Base Rate plus 0.00% to 0.75% (in each case, based upon the Company’s then current credit rating). Loans under the Revolving Facility generally bear interest at an annual rate of LIBOR plus 0.775% to 1.55% or Base Rate plus 0.00% to 0.55% (in each case, based upon the Company’s then current credit rating). “Base Rate” is the highest of the prime rate, the federal funds rate plus 0.50% or a floating rate based on one month LIBOR plus 1.0%, determined on a daily basis. Loans will initially be priced with an applicable margin of 1.35%, in the case of LIBOR loans under the Term Facility, and 1.20%, in the case of LIBOR loans under the Revolving Facility and 0.35%, in the case of Base Rate loans under the Term Facility, and 0.20%, in the case of Base Rate loans under the Revolving Facility. In addition, the Credit Agreement provides the flexibility for interest rate auctions, pursuant to which, at the Operating Partnership’s election, the Operating Partnership may request that lenders make competitive bids to provide revolving loans, which competitive bids may be at pricing levels that differ from the foregoing interest rates.

Interest on Base Rate loans outstanding from time to time under the Credit Facilities is payable quarterly in arrears. Interest on LIBOR loans outstanding from time to time under the Credit Facilities is payable on the last day of the applicable interest period, subject to customary exceptions in the case of LIBOR loans with an interest period of more than three months. Upon the occurrence of an event of default, at the election of the majority of the lenders (or automatically upon a bankruptcy event of default with respect to the Company or the Operating Partnership), the commitments of the lenders under the Credit Facilities will terminate, and payment of any unpaid amounts in respect of the Credit Facilities will be accelerated. The Term Facility is available through February 23, 2019 for up to four borrowings of delayed draw term loans. Any term loans outstanding under the Term Facility mature on May 23, 2023. Commitments under the Revolving Facility terminate, and any revolving loans outstanding thereunder mature, on May 23, 2022, unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for two six-month extension options with respect to the Revolving Facility, exercisable at the Operating Partnership’s election and subject to certain customary conditions, as well as certain customary “amend and extend” provisions.

The Credit Agreement contains various customary covenants, including, without limitation, financial maintenance covenants with respect to maximum consolidated leverage ratio, minimum fixed charge coverage ratio, maximum secured leverage ratio, maximum unencumbered leverage ratio and minimum unencumbered interest coverage ratio. The Credit Agreement also includes customary restrictions on, among others, liens, negative pledges, intercompany transfers, fundamental changes, transactions with affiliates and restricted payments. The Credit Agreement also contains customary events of default.